Common use of Purpose and Powers of the Trust Clause in Contracts

Purpose and Powers of the Trust. The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Issuing Entity” or "Trust") to be known, for convenience, as “STARM Mortgage Loan Trust 2007-4” and Deutsche Bank is hereby appointed as Trustee in accordance with the provisions of this Agreement. The purpose of the trust, as created hereunder, is to engage in the following activities: (i) to maintain books and records separate from any other person or entity; (ii) to maintain its bank accounts separate from any other person or entity; (iii) not to commingle its assets with those of any other person or entity and to hold all of its assets in its own name; (iv) to conduct its own business in its own name; (v) to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity and to cause such financial statements to be prepared in accordance with generally accepted accounting principles; (vi) to pay its own liabilities and expenses only out of its own funds; (vii) to observe all corporate and other organizational formalities; (viii) to maintain an arm’s length relationship with its affiliates and to enter into transactions with affiliates only on a commercially reasonable basis; (ix) not to assume, guarantee or become obligated for the debts of any other entity or person; (x) not to acquire the obligations or securities of any affiliate or owner; (xi) to allocate fairly and reasonably any overhead expenses that are shared with any affiliate, including paying for office space and services performed by any employee of an affiliate; (xii) to use separate stationery, invoices, and checks bearing its own name; (xiii) to hold itself out as a separate entity; (xiv) to correct any known misunderstanding regarding its separate identity; (xv) not to identify itself or hold itself out as a division of any other person or entity; (xvi) not to hold out its credit as being available to satisfy the obligations of others; (xvii) to file separate tax returns from those of each person and entity except as may be required by law; and (xviii) to maintain its assets in a manner that it will not be costly or difficult to segregate ascertain, or identify from those of any other person. The trust is hereby authorized to engage in the foregoing activities. The parties hereto shall not cause the trust to engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.05 may not be amended, without the consent of the Certificateholders evidencing 51% or more of the aggregate Voting Rights of the outstanding Certificates; provided that, for purposes of this provision, any Certificate held by SunTrust or any affiliate of SunTrust shall not be considered outstanding and, therefore, SunTrust and its affiliates shall not be entitled to vote on matters hereunder and the Voting Rights related to any such Certificates held by SunTrust or its affiliates shall not be included in the determination of the aggregate Voting Rights of outstanding Certificates.