ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made as of the 1st
day of
February, 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 2007-1 (the
“Assignee”),
and GS
Mortgage Securities Corp., a Delaware corporation, as assignor (the
“Assignor”),
and is acknowledged by Xxxxx
Fargo Bank, N.A. (“Xxxxx Fargo”),
as master servicer (in such capacity, the “Master Servicer”).
RECITALS
WHEREAS
Xxxxxxx Xxxxx Mortgage Company (“GSMC”) and the Servicer have entered into (i) a
certain Amended
and Restated Flow Seller’s
Warranties and
Servicing Agreement
dated as of December
1,
2005,
as
amended by Amendment No. 1, dated as of July
1, 2006
(the “Servicing
Agreement”)
and
(ii)
the
related Commitment Letters dated as of November 17, 2006 and January 3, 2007
(the “Commitment Letters”), pursuant to which GSMC has acquired certain mortgage
loans, including the Mortgage Loans (as defined below);
WHEREAS,
GSMC has assigned and conveyed certain mortgage loans (the “Mortgage
Loans”),
which
Mortgage Loans are subject to the relevant provisions of the Servicing
Agreement, to the Assignor pursuant to an Assignment, Assumption and Recognition
Agreement dated as of February 1, 2007 (the “GSMC Assignment
Agreement”);
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 GSMC
Assignment 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 February 1,
2007
(the “Trust
Agreement”),
among
the Assignor, as depositor, the Assignee, as trustee, SunTrust Bank, as
custodian (the “Custodian”), and Xxxxx Fargo, as securities administrator (in
such capacity, the “Securities Administrator”) and 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
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 Servicing Agreement, in the event the Servicer
is obligated to make an advance pursuant to the 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.
(a) 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, the GSMC Assignment
Agreement and the Servicing Agreements, 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 obligations under the
Servicing Agreement, to the extent relating to the Mortgage Loans from and
after
February 23, 2007, and the Servicer hereby acknowledges such assignment and
assumption and hereby agrees to the release of the Assignor from any obligations
under the Servicing Agreement from and after February 23, 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 (i) any
breach of any obligation or representation of the Assignor pursuant to the
GSMC
Assignment Agreement or (ii) 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 Servicing
Agreement arising prior to February 23, 2007. The Assignor shall remain liable
for all such liability arising prior to February 23, 2007 and 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 Servicing Agreement and
the
applicable date of each Commitment Letter.
(c) The
Servicer and the Assignor shall have the right to amend, modify or terminate
the
Servicing Agreement or the Commitment Letters without the joinder of the
Assignee with respect to mortgage loans serviced under such 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.
(d) The
Assignor hereby assigns to the Assignee, any rights of the Assignor with respect
to early payment defaults or first payment defaults in the Commitment Letters,
but only to the extent such provision relates to the Mortgage Loans. The
foregoing shall constitute the Assignor’s consent to the assignment of the
Commitment Letters (to the extent required by the terms of each Commitment
Letter).
(e) The
Trustee and the Master Servicer (acting on behalf of the Trust Fund) shall
have
all the rights and remedies available to the Assignor, insofar as they relate
to
the Mortgage Loans, under any early payment default or first payment default
provisions of the Commitment Letters including, without limitation, the
enforcement of the repurchase requirements set forth therein, and shall be
entitled to enforce all the obligations of the Servicer thereunder insofar
as
they relate to the Mortgage Loans.
2. Accuracy
of the 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 Servicing Agreement, (ii) the Servicing
Agreement and the Commitment Letters are in full force and effect as of the
date
hereof, (iii) neither the Servicing Agreement nor the Commitment Letters have
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 Servicing
Agreement or the Commitment Letters. The Servicer, in its capacity as seller
and
servicer under the Servicing Agreement, further represents and warrants that
the
representations and warranties contained in Section 3.1 of the Servicing
Agreement are true and correct as of February 23, 2007.
3. Recognition
of Assignee; Recognition of Master Servicer; Modifications.
(a)
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 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 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 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
GSMC, in its capacity as the original purchaser under the Servicing Agreement,
to the Assignor under the GSMC Assignment Agreement, and further 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 GSMC and the
Assignor under the Servicing Agreement, shall also be delivered to the Master
Servicer at the address set forth in Section 9 hereof. All remittances required
to be made to the Assignee, as the successor in interest to GSMC and the
Assignor under the Servicing Agreement, shall be made instead to the Master
Servicer by wire transfer to the following account:
Xxxxx
Fargo Bank, N.A.
ABA#
000000000
For
credit to: SAS Clearing
Acct
#:
0000000000
FFC
to:
XXXXX 0000-0 Xxxx# 50987500
Notwithstanding
anything to the contrary in the 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 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
proceed-ing 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 Servicing Agreement, the Commitment Letters, 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.
(f) Prior
Assignments; Pledges.
Except
for the sale to the Assignee, the Assignor has not assigned or pledged any
Mortgage Note or the related Mortgage or any interest or participation
therein.
(g) Releases.
The
Assignor has not satisfied, cancelled, or subordinated in whole or in part,
or
rescinded any Mortgage, and the Assignor has not released any Mortgaged Property
from the lien of the related Mortgage, in whole or in part, nor has the Assignor
executed an instrument that would effect any such release, cancellation,
subordination, or rescission. The Assignor has not released any Mortgagor,
in
whole or in part, except in connection with an assumption agreement or other
agreement approved by the related Federal Insurer, to the extent such approval
was required.
(h) Mortgage
Loans.
With
respect to the Mortgage Loans, the representations and warranties contained
in
Section 3.2 of the Servicing Agreement, to the extent they relate to matters
arising on or after the related Closing Date (as defined in the Servicing
Agreement), are true and correct as of the date of this Assignment Agreement.
For purposes of making the representations and warranties contemplated in the
foregoing sentence, each reference in Section 3.2 of the Servicing Agreement
to
(i) the “Cut-off Date” shall be deemed to be a reference to February 1, 2007,
(ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to
Exhibit
1
hereto and (iii) the “Closing Date” shall be deemed to be a reference to
February 23, 2007.
(i) Predatory
Lending.
Each
Mortgage Loan, at the time it was originated, complied in all material respects
with applicable local, state and federal laws, including, but not limited to,
all applicable predatory and abusive lending laws; and none of the Mortgage
Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable
federal, state or local predatory or abusive lending law.
(j) No
High Cost or Covered Loans. No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
are defined in the then current Standard & Poor’s LEVELS®
Glossary,
Appendix E, in effect on February 1, 2007) and no Mortgage Loan originated
on or
after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
Lending Act.
For
the
purposes of this Section 5(j) the following definitions shall
apply:
Covered
Loan:
A
Mortgage Loan categorized as Covered pursuant to Appendix E of Standard &
Poor’s Glossary.
Home
Loan:
A
Mortgage Loan categorized as a Home Loan pursuant to Appendix E of Standard
& Poor’s Glossary.
Standard
& Poor’s Glossary:
The
Standard & Poor’s LEVELS® Glossary, as may be in effect from time to
time.
High
Cost Loan:
A
Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and
Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,”
(excluding New Jersey “Covered Home Loans” as that term is defined in clause (1)
of the definition of that term in the New Jersey Home Ownership Security Act
of
2002), “high risk home,” “predatory” or similar loan under any other applicable
state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees) or (c) a Mortgage Loan categorized as High Cost pursuant
to
Appendix E of Standard & Poor’s Glossary. For avoidance of doubt, the
parties agree that this definition shall apply to any law regardless of whether
such law is presently, or in the future becomes, the subject of judicial review
or litigation.
(k) Bring
Down.
With
respect to the Servicing Agreement, nothing has occurred or failed to occur
from
and after the Closing Date (as such term is defined in the Servicing Agreement)
to February 23, 2007, that would cause any of the representations and warranties
relating to the applicable Mortgage Loans set forth in Section 3.2 of the
Servicing Agreement to be incorrect in any material respects as of the date
hereof as if made on the date hereof.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 5 shall survive the sale of the Mortgage Loans to the Assignee and
the
delivery of the respective Mortgage Files to the Custodian and shall inure
to
the benefit of the Assignee and its assigns notwithstanding any restrictive
or
qualified endorsement or assignment. Upon the discovery by the Assignor, the
Master Servicer or the Assignee of a breach of the foregoing representations
and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties to this Assignment Agreement, and in no event
later
than two (2) Business Days from the date of such discovery. It is understood
and
agreed that the obligations of the Assignor set forth in Section 6 below to
repurchase a Mortgage Loan constitute the sole remedies available to the
Assignee and its assigns on their behalf respecting a breach of the
representations and warranties contained in this Section 5.
6. Repurchase
of Mortgage Loans.
Upon
discovery or notice of any breach by the Assignor of any representation,
warranty, or covenant under this Assignment Agreement that materially and
adversely affects the value of any Mortgage Loan or the interest of the Assignee
therein (it being understood that any such defect or breach shall be deemed
to
have materially and adversely affected the value of the related Mortgage Loan
or
the interest of the Assignee therein if the Assignee incurs a loss as a result
of such defect or breach), the Assignee promptly shall request that the Assignor
cure such breach and, if the Assignor does not cure such breach in all material
respects within 60 days from the date on which it is notified of the breach,
the
Assignee may enforce the Assignor’s obligation hereunder to purchase such
Mortgage Loan from the Assignee. Notwithstanding the foregoing, however, if
such
breach is a Qualification Defect, such cure or repurchase must take place within
75 days of the discovery of such Qualification Defect.
In
the
event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall
promptly deliver to the Assignor or its designee the related Mortgage File
and
shall assign to the Assignor all of the Assignee’s rights under the Servicing
Agreement, but only insofar as the Servicing Agreement relate to such Mortgage
Loans.
Except
as
specifically set forth herein, the Assignor shall have no responsibility to
enforce any provision of this Assignment Agreement, to oversee compliance
hereof, or to take notice of any breach or default thereof.
7. Continuing
Effect.
Except
as contemplated hereby, the Servicing Agreement shall remain in full force
and
effect in accordance with its respective terms.
8. 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.
9. Notices.
Any
notices or other communications permitted or required hereunder or under the
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:
(a) in
the
case of the Servicer,
SunTrust
Mortgage, Inc.
0000
Xxxxxx Xxxxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxxx Xxxxxx-Xxxxxxx
Telephone
(000) 000-0000
Facsimile:
(000) 000-0000
or
such
address as may hereafter be furnished by the Servicer;
(b) in
the
case of the Assignee,
Deutsche
Bank National Trust Company
0000
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, XX 00000-0000
Attention:
STARM 2007-1
Facsimile:
(000) 000-0000
or
such
other address as may hereafter be furnished by the Assignee; and
(c) in
the
case of the Assignor,
GS
Mortgage Securities Corp.
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxx Xxxx
Facsimile:
(000)
000-0000
or
such
other address as may hereafter be furnished by the Assignor, and
(d) in
the
case of the Master Servicer,
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group (STARM 2007-1)
(or
in
the case of overnight deliveries,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Group (STARM 2007-1))
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
or
such
other address as may hereafter be furnished by the Master Servicer.
10. Amendment
to 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 Servicing Agreement, provided that, solely
with
respect to the Mortgage Loans transferred hereunder, the following modifications
shall be made:
(a) Exhibit
H
of the Servicing Agreement (“Annual Certification”) is hereby replaced with
Exhibit 7 hereto.
(b)
Section
6.4 (“Annual Statement as to Compliance”) of the Servicing Agreement is hereby
amended by adding the following new paragraph as a second paragraph to such
section:
On
or
before March 15 of each calendar year, beginning in 2008, the Servicer shall
deliver to the Purchaser and GS Mortgage Securities Corp. a report (in form
and
substance reasonably satisfactory to the Purchaser and GS Mortgage Securities
Corp.) regarding the Servicer’s assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, as required under
Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such
report shall be addressed to the Purchaser and GS Mortgage Securities Corp.
and
signed by an authorized officer of the Servicer, and shall address each of
the
Servicing Criteria indicated on Exhibit H hereto.
(c) Section
10.1(ii) (“Events of Default”) shall be amended by adding the following after
the words “30 days”: “(or 15 days, in the case of Section 6.5 or automatically,
in the case of Section 6.4)”.
(d) Section
13.4 shall be amended by replacing “2007” with “2008” in the first sentence
thereof.
(e)
Section
13.5 shall be amended by replacing “2007” with “2008” in the first sentence
thereof.
(f) Exhibit
K
to the Servicing Agreement is hereby replaced with Exhibit 8
hereto.
For
the
avoidance of doubt, the Servicing Agreement is not hereby amended with respect
to any other mortgage loans sold thereunder and shall remain in full force
and
effect in accordance with its terms with respect to such other mortgage
loans.
11. Counterparts.
This
Assignment Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.
12. Definitions.
Any
capitalized term used but not defined in this Assignment Agreement shall have
the meaning assigned thereto in the Servicing Agreement.
13. Trustee
Capacity.
It is
expressly understood and agreed by the parties hereto that (i) this Agreement
is
executed and delivered by Deutsche Bank National Trust Company, not individually
or personally but solely as Assignee on behalf of STARM Mortgage Loan Trust
2007-1, in the exercise of the powers and authority conferred and vested in
it,
(ii) each of the representations, undertakings and agreements by the Assignee
is
made and intended for the purpose of binding only the STARM Mortgage Loan Trust
2007-1, (iii) nothing herein contained shall be construed as creating any
liability on the part of Deutsche Bank National Trust Company, individually
or
personally, to perform any covenant (either express or implied) contained
herein, and all such liability, if any, is hereby expressly waived by the
parties hereto, and such waiver shall bind any third party making a claim by
or
through one of the parties hereto, and (iv) under no circumstances shall
Deutsche Bank National Trust Company be personally liable for the payment of
any
indebtedness or expenses of the STARM Mortgage Loan Trust 2007-1, or be liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the STARM Mortgage Loan Trust 2007-1 under this
Agreement, the Trust Agreement or any related document.
14. Third
Party Beneficiary. The Master Servicer shall be considered a Third-Party
Beneficiary of this Assignment entitled to all rights and benefits hereof as
if
it were a direct party to this Assignment.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
the
day and year first above written.
ASSIGNEE:
DEUTSCHE
BANK NATIONAL TRUST COMPANY
not
in its individual capacity but solely as trustee on
behalf
of STARM Mortgage Loan Trust 2007-1
By:
/s/ Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice President
ASSIGNOR:
GS
MORTGAGE SECURITIES CORP.
By:
/s/ X.
Xxxx
Name:
X.
Xxxx
Title:
Vice President
SERVICER:
SUNTRUST
MORTGAGE, INC.
By:
/s/ Xxxxxxx
Xxxxxx-Xxxxxxx
Name:
Xxxxxxx Xxxxxx-Xxxxxxx
Title:
Vice President
Acknowledged
by:
MASTER
SERVICER:
XXXXX
FARGO BANK, N.A.
By:
/s/ Xxxxxx
Xxxx
Name:
Xxxxxx Xxxx
Title:
Vice President
EXHIBIT
1
AAR
MORTGAGE LOAN SCHEDULE
[To
be
retained in a separate closing binder entitled “STARM 2007-1 Mortgage Loan
Schedules”
at
the
Washington D.C. Offices of XxXxx Xxxxxx LLP]
1-1
EXHIBIT
2
SERVICING
AGREEMENT
2-1
EXHIBIT
3
Standard
File Layout - Scheduled/Scheduled
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported by
the
Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
3-1
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as reported
by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
3-2
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
3-3
EXHIBIT
4
Standard
File Layout - Delinquency Reporting
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
4-1
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
If
applicable:
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this
cycle.
|
||
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
4-2
Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
·
|
ASUM-
|
Approved
Assumption
|
·
|
BAP-
|
Borrower
Assistance Program
|
·
|
CO-
|
Charge
Off
|
·
|
DIL-
|
Deed-in-Lieu
|
·
|
FFA-
|
Formal
Forbearance Agreement
|
·
|
MOD-
|
Loan
Modification
|
·
|
PRE-
|
Pre-Sale
|
·
|
SS-
|
Short
Sale
|
·
|
MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending the
file.
The
Occupant
Code
field should show the current status of the property code as
follows:
·
|
Mortgagor
|
·
|
Tenant
|
·
|
Unknown
|
·
|
Vacant
|
The
Property
Condition
field should show the last reported condition of the property as follows:
·
|
Damaged
|
·
|
Excellent
|
·
|
Fair
|
·
|
Gone
|
·
|
Good
|
·
|
Poor
|
·
|
Special
Hazard
|
·
|
Unknown
|
4-3
Standard
File Codes - Delinquency Reporting Continued
The
FNMA
Delinquent Reason Code
field should show the Reason for Delinquency as follows:
Delinquency
Code
|
Delinquency
Description
|
001
|
FNMA-Death
of principal mortgagor
|
002
|
FNMA-Illness
of principal mortgagor
|
003
|
FNMA-Illness
of mortgagor’s family member
|
004
|
FNMA-Death
of mortgagor’s family member
|
005
|
FNMA-Marital
difficulties
|
006
|
FNMA-Curtailment
of income
|
007
|
FNMA-Excessive
Obligation
|
008
|
FNMA-Abandonment
of property
|
009
|
FNMA-Distant
employee transfer
|
011
|
FNMA-Property
problem
|
012
|
FNMA-Inability
to sell property
|
013
|
FNMA-Inability
to rent property
|
014
|
FNMA-Military
Service
|
015
|
FNMA-Other
|
016
|
FNMA-Unemployment
|
017
|
FNMA-Business
failure
|
019
|
FNMA-Casualty
loss
|
022
|
FNMA-Energy
environment costs
|
023
|
FNMA-Servicing
problems
|
026
|
FNMA-Payment
adjustment
|
027
|
FNMA-Payment
dispute
|
029
|
FNMA-Transfer
of ownership pending
|
030
|
FNMA-Fraud
|
031
|
FNMA-Unable
to contact borrower
|
INC
|
FNMA-Incarceration
|
4-4
Standard
File Codes - Delinquency Reporting Continued
The
FNMA
Delinquent Status Code
field should show the Status of Default as follows:
Status
Code
|
Status
Description
|
09
|
Forbearance
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
24
|
Government
Seizure
|
26
|
Refinance
|
27
|
Assumption
|
28
|
Modification
|
29
|
Charge-Off
|
30
|
Third
Party Sale
|
31
|
Probate
|
32
|
Military
Indulgence
|
43
|
Foreclosure
Started
|
44
|
Deed-in-Lieu
Started
|
49
|
Assignment
Completed
|
61
|
Second
Lien Considerations
|
62
|
Veteran’s
Affairs-No Bid
|
63
|
Veteran’s
Affairs-Refund
|
64
|
Veteran’s
Affairs-Buydown
|
65
|
Chapter
7 Bankruptcy
|
66
|
Chapter
11 Bankruptcy
|
67
|
Chapter
13 Bankruptcy
|
4-5
EXHIBIT
5
Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
The
numbers on the form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an Amortization Schedule from date of default through liquidation
breaking
out the net interest and servicing fees advanced is
required.
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the
net
interest and servicing fees advanced is
required.
|
4-12.
|
Complete
as applicable. All line entries must be supported by copies of appropriate
statements, vouchers, receipts, bills, canceled checks, etc., to
document
the expense. Entries not properly documented will not be reimbursed
to the
Servicer.
|
13.
|
The
total of lines 1 through 12.
|
Credits:
14-21.
|
Complete
as applicable. All line entries must be supported by copies of the
appropriate claims forms, EOBs, HUD-1 and/or other proceeds verification,
statements, payment checks, etc. to document the credit. If the Mortgage
Loan is subject to a Bankruptcy Deficiency, the difference between
the
Unpaid Principal Balance of the Note prior to the Bankruptcy Deficiency
and the Unpaid Principal Balance as reduced by the Bankruptcy Deficiency
should be input on line 20.
|
22.
|
The
total of lines 14 through 21.
|
Please
note:
For
HUD/VA loans, use line (15) for Part A/Initial proceeds and line (16) for Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain)
23.
|
The
total derived from subtracting line 22 from 13. If the amount represents
a
realized gain, show the amount in parenthesis (
).
|
5-1
EXHIBIT
6
Calculation
of Realized Loss/Gain Form 332
XXXXX
FARGO BANK, N.A.
CALCULATION
OF REALIZED LOSS/GAIN
Prepared
by: _________________ Date:
_______________
Phone:
______________________ Email Address:_____________________
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation
and Acquisition Expenses:
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
______________
|
(1)
|
||
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
||
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
||
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
||
(5)
|
Taxes
|
________________
|
(5)
|
||
(6)
|
Property
Maintenance
|
________________
|
(6)
|
||
(7)
|
MI/Hazard
Insurance Premiums
|
________________
|
(7)
|
||
(8)
|
Utility
Expenses
|
________________
|
(8)
|
||
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
||
(10)
|
Property
Inspections
|
________________
|
(10)
|
||
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
||
(12)
|
Other
(itemize)
|
$
______________
|
(12)
|
||
Cash
for Keys__________________________
|
________________
|
||||
HOA/Condo
Fees_______________________
|
________________
|
||||
_____________________________________
|
________________
|
||||
_____________________________________
|
________________
|
||||
Total
Expenses
|
$
______________
|
(13)
|
|||
Credits:
|
|||||
(14)
|
Escrow
Balance
|
$
______________
|
(14)
|
||
(15)
|
HIP
Refund
|
________________
|
(15)
|
||
(16)
|
Rental
Receipts
|
________________
|
(16)
|
||
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
||
(18)
|
Primary
Mortgage Insurance Proceeds
|
________________
|
(18)
|
||
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
||
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
||
(21)
|
Other
(itemize)
|
________________
|
(21)
|
||
_________________________________________
|
________________
|
||||
_________________________________________
|
________________
|
||||
Total
Credits
|
$
______________
|
(22)
|
|||
Total
Realized Loss (or Amount of Gain)
|
$
______________
|
(23)
|
6-1
EXHIBIT
7
EXHIBIT
H
FORM
OF ANNUAL CERTIFICATION
Re: The
[ ]
agreement dated as of [ l,
200[ ]
(the “Agreement”), among [IDENTIFY PARTIES]
I,
____________________________, the _______________________ of [NAME OF COMPANY]
(the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
Servicer] [Securities Administrator] [Trustee], and their officers, with the
knowledge and intent that they will rely upon this certification,
that:
(1) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB that are identified as the responsibility of
the
Company on Exhibit 7 of the Agreement (the “Servicing Criteria”), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
reports, officer’s certificates and other information relating to the servicing
of the Mortgage Loans by the Company during 200[ ] that were delivered by the
Company to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material
respects; and
7-1
(5) The
Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer and Subcontractor pursuant to
the
Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
instances of noncompliance described in such reports have been disclosed to
the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the
Servicing Criteria has been disclosed in such reports.
Date:
_________________________
|
|
By: _______________________________
|
|
Name:
|
|
Title:
|
|
7-2
EXHIBIT
8
EXHIBIT
K
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by SunTrust Mortgage, Inc.,
[Subservicer] shall address, at a minimum, the criteria identified as below
as
“Applicable Servicing Criteria”:
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
Cash
Collection and Administration
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
8-1
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
Reference
|
Criteria
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
|
Investor
Remittances and Reporting
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
Pool
Asset Administration
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
|
X
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
8-2
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
Reference
|
Criteria
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
|
|
|
8-3