Execution
Copy
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and
Recognition Agreement (the “AAR Agreement”) is made and
entered into as of February 27, 2007 (the “Closing
Date”), among DB Structured Products, Inc., having an address
at 60 Wall Street, New York, New York 10005 (the
“Assignor”), Deutsche Alt-A Securities, Inc., having an
address at 60 Wall Street, New York, New York 10005 (the
“Assignee”), and Residential Funding Company, LLC,
having an address at 8400 Normandale Lake Boulevard, Suite 250,
Minneapolis, Minnesota 55437 (the “Company”) and
acknowledged and agreed to by Wells Fargo Bank, N.A., as master
servicer (the “Master Servicer”).
In consideration of the mutual promises
contained herein, the parties hereto agree that the residential
mortgage loans listed on Attachment 1 annexed hereto (the
“Assigned Loans”), which are now serviced by the
Company on behalf of the Assignor and its successors and assigns
pursuant to the Amended and Restated Standard Terms and Provisions
of Sale and Servicing Agreement, dated as of August 22, 2005,
between the Assignor and the Company, as amended and restated to
and including December 1, 2006 (as so amended, the “Servicing
Agreement”), shall be sold by the Assignor to the Assignee
pursuant to the Mortgage Loan Purchase Agreement, dated as of
February 27, 2007 (the “MLPA”), between the Assignor
and the Assignee and subject to the terms of this AAR Agreement.
The Assignee intends to transfer all right, title and
interest in and to the Assigned Loans to HSBC Bank USA, National
Association, as trustee (the “Trustee”) for the holders
of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series
2007-RAMP1 Mortgage Pass-Through Certificates (the
“Certificateholders”) pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2007 (the
“Pooling and Servicing Agreement”) among the Assignee,
as depositor, the Trustee, the Master Servicer and securities
administrator. Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Servicing
Agreement.
Assignment and
Assumption
1.
Assignor hereby grants, transfers and
assigns to Assignee all of the right, title and interest of
Assignor in, to and under the Servicing Agreement as it relates to
the servicing of the Assigned Loans. Assignor specifically
reserves and does not assign to Assignee any right, title and
interest in, to or under the Servicing Agreement, as it relates to
loans other than the Assigned Loans set forth on Attachment
1 . Notwithstanding anything to the contrary contained
herein, the Assignor specifically reserves and does not assign to
the Assignee any right, title and interest in, to or under Sections
2.07 and 2.08 of the Servicing Agreement, the representations and
warranties contained in Section 2.04 of the Servicing Agreement or
the right to enforce the representations and warranties set forth
in Section 2.04 of the Servicing Agreement against the Company,
including, without limitation, the rights set forth in Section 2.04
of the Servicing Agreement. In addition, the Assignor
specifically reserves and does not assign to the Assignee any
right, title and interest in, to or under Section 3.15 of the
Servicing Agreement (but only insofar as such Section grants to the
Owner the right to terminate the servicing of REO Properties by the
Company).
Representations, Warranties and
Covenants
2.
Assignor warrants and represents to
Assignee and Company as of the Closing Date:
(a)
Attached hereto as Attachment 2 is
a true and accurate copy of the Servicing Agreement, which
agreement is in full force and effect as of the Closing Date and
the provisions of which have not been waived, amended or modified
in any respect, nor has any notice of termination been given
thereunder;
(b)
Assignor is the lawful owner of the
Assigned Loans with full right to transfer the Assigned Loans and
any and all of its interests, rights and obligations under the
Servicing Agreement as they relate to the Assigned Loans, free and
clear from any and all claims and encumbrances; and upon the
transfer of the Assigned Loans to Assignee under the MLPA, Assignee
shall have good title to each and every Assigned Loan, as well as
any and all of Assignor’s interests, rights and obligations
under the Servicing Agreement as they relate to the Assigned Loans,
free and clear of any and all liens, claims and
encumbrances;
(c)
Assignor is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation, and has all requisite power and authority to
acquire, own and sell the Assigned Loans;
(d)
Assignor has full corporate power and
authority to execute, deliver and perform its obligations under
this AAR Agreement, and to consummate the transactions set forth
herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignor’s
business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Assignor’s articles
of incorporation or by-laws or any legal restriction, or any
material agreement or instrument to which Assignor is now a party
or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which Assignor or
its property is subject. The execution, delivery and
performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of
Assignor. This AAR Agreement has been duly executed and
delivered by Assignor and, upon the due authorization, execution
and delivery by Assignee and Company, will constitute the valid and
legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws now or hereafter in effect relating to
creditors’ rights generally, and by general principles of
equity regardless of whether enforceability is considered in a
proceeding in equity or at law; and
(e)
No consent, approval, order or
authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by Assignor
in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby. Neither Assignor nor anyone
acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Assigned Loans or any interest in the
Assigned Loans, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Assigned Loans, or any interest
in the Assigned Loans or otherwise approached or negotiated with
respect to the Assigned Loans, or any interest in the Assigned
Loans with 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, which would constitute a
distribution of the Assigned Loans under the Securities Act of
1933, as amended (the “1933 Act”) or which would render
the disposition of the Assigned Loans a violation of Section 5 of
the 1933 Act or require registration pursuant thereto.
3.
Assignee warrants and represents to, and
covenants with, Assignor and Company as of the Closing
Date:
(a)
Assignee is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation and has all requisite power and authority to
acquire, own and purchase the Assigned Loans;
(b)
Assignee has full corporate power and
authority to execute, deliver and perform its obligations under
this AAR Agreement, and to consummate the transactions set forth
herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignee’s
business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Assignee’s articles
of incorporation or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee is now a party
or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which Assignee or
its property is subject. The execution, delivery and
performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of
Assignee. This AAR Agreement has been duly executed and
delivered by Assignee and, upon the due authorization, execution
and delivery by Assignor and Company, will constitute the valid and
legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws now or hereafter in effect relating to
creditors’ rights generally, and by general principles of
equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
(c)
No consent, approval, order or
authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by Assignee
in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d)
Assignee agrees to be bound by all of the
terms, covenants and conditions of the Servicing Agreement with
respect to the Assigned Loans, and from and after the Closing Date,
Assignee assumes for the benefit of each of Assignor and Company
all of Assignor’s obligations thereunder but solely with
respect to such Assigned Loans.
4.
Company warrants and represents to, and
covenants with, Assignor and Assignee (unless otherwise specified)
as of the Closing Date:
(a)
Attached hereto as Attachment 2 is
a true and accurate copy of the Servicing Agreement, which
agreement is in full force and effect as of the Closing Date and
the provisions of which have not been waived, amended or modified
in any respect, nor has any notice of termination been given
thereunder;
(b)
Company is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation, and has all requisite power and authority to
service the Assigned Loans and otherwise to perform its obligations
under the Servicing Agreement;
(c)
Company has full corporate power and
authority to execute, deliver and perform its obligations under
this AAR Agreement, and to consummate the transactions set forth
herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Company’s
business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company’s
certificate of formation or limited liability company agreement or
any legal restriction, or any material agreement or instrument to
which Company is now a party or by which it is bound, or result in
the violation of any law, rule, regulation, order, judgment or
decree to which Company or its property is subject. The
execution, delivery and performance by Company of this AAR
Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary
corporate action on the part of Company. This AAR Agreement
has been duly executed and delivered by Company, and, upon the due
authorization, execution and delivery by Assignor and Assignee,
will constitute the valid and legally binding obligation of
Company, enforceable against Company in accordance with its terms
except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors’ rights generally,
and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at
law;
(d)
No consent, approval, order or
authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by Company
in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(e)
From and after the Closing Date, the
Company shall service the Assigned Loans in accordance with the
terms and provisions of the Servicing Agreement, as modified by
this AAR Agreement.
(f)
There are no legal proceedings pending
against the Company or proceedings known to be contemplated by
governmental authorities against the Company which in the judgment
of the Company would result, in each case, in any material adverse
change in the ability of the Company to perform its obligations
under this AAR Agreement or the Servicing Agreement.
5.
Pursuant to Section 3.18(a)(i) of the
Servicing Agreement, the Company hereby restates to the Assignor
the representations and warranties set forth in Section 2.04(a) of
the Servicing Agreement as of the Closing Date, as if such
representations and warranties were set forth herein in full.
In the event of a breach of any such representations and
warranties as of the Closing Date, the Assignor shall be entitled
to all the remedies under the Servicing Agreement.
Recognition of
Assignee.
6.
The parties hereto acknowledge that
Assignee will acquire the Assigned Loans for the purpose of
assigning such Assigned Loans to the Trustee for the Trust, for the
benefit of the related certificateholders on the date hereof.
Assignor and Company hereby acknowledge and consent to the
assignment by Assignee to the Trustee, on behalf of the Trust of
all of Assignee’s rights against the Company and to the
enforcement or exercise of any right or remedy against the Company
by Assignee. Such enforcement of a right or remedy by the
Master Servicer or the Trustee, on behalf of the Trust, shall have
the same force and effect as if the right or remedy had been
enforced or exercised by Assignee directly.
7.
From and after the Closing Date, Company
shall recognize Assignee as owner of the Assigned Loans, and
acknowledges that the Assigned Loans will be part of a REMIC, and
will service the Assigned Loans in accordance with the Servicing
Agreement, as modified by this AAR Agreement, but in no event in a
manner that would (i) cause any REMIC to fail to qualify as a REMIC
or (ii) result in the imposition of a tax upon any REMIC (including
but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code). It is the
intention of Assignor, Company and Assignee that this AAR Agreement
shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto. Neither Company nor
Assignor shall amend or agree to amend, modify, waive, or otherwise
alter any of the terms or provisions of the Servicing Agreement
which amendment, modification, waiver or other alteration would in
any way affect the Assigned Loans without the prior written consent
of the Trustee and the Master Servicer. Company hereby
acknowledges that pursuant to the Pooling and Servicing Agreement,
the Assignee will assign all of its rights under this AAR Agreement
to the Trustee for the benefit of the Certificateholders.
Company hereby acknowledges and consents to the assignment by
the Assignee of all of the Assignee’s rights against the
Company pursuant to this AAR Agreement and to the enforcement or
exercise of any right or remedy against the Company pursuant to
this AAR Agreement by the Trustee.
Modification of Servicing
Agreement
8.
The Company and Assignor hereby modify
the Servicing Agreement with respect to the Assigned Loans as
follows:
(a)
Section 1.01 of the Servicing Agreement
is modified by adding or, if applicable, deleting such definitions
in their entirety and replacing them as set forth
herein:
Business Day : Any day other than (i) a Saturday or a Sunday
or (ii) a day on which banking institutions in the State of New
York, the State of Minnesota, the State of Maryland, the State of
California or the State of Illinois (or such other state or states
in which the Custodial Account is at the time located) are required
or authorized by law or executive order to be closed.
Cut-off Date : February 1, 2007.
Determination Date
: With respect to each Remittance
Date, the fifteenth (15th) day of the calendar month in which such
Remittance Date occurs or, if such fifteenth (15th) day is not a
Business Day, the Business Day immediately following such fifteenth
(15th) day.
Reconstitution : Any Securitization Transaction or Whole Loan
Transfer.
Servicing Fee Rate
: As to each Mortgage Loan, the
rate specified on Schedule One of the Pooling and Servicing
Agreement.
Subservicer : Any Person that services Mortgage Loans on behalf
of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing
functions required to be performed by the Company under this
Agreement or any Reconstitution Agreement that are identified in
Item 1122(d) of Regulation AB.
Trust : The Trust created pursuant to the Pooling and
Servicing Agreement.
(b)
The definition of “Remittance
Date” in Section 1.01 of the Servicing Agreement is amended
by deleting the word “following” in the last line and
replacing it with the word “preceding”.
(c)
Section 2.06(b) of the Servicing
Agreement is modified by adding the following to the end of such
Section:
“Such indemnification obligations
are obligations of the Trust and payable from its
funds.”
(d)
Section 3.01 of the Servicing Agreement
is modified by adding the following as the second sentence of such
Section:
"Notwithstanding anything in this
Agreement to the contrary, (i) if there is any inconsistency or
conflict between the provisions of the Program Guide and the
provisions of this Agreement, the provisions of this Agreement
shall control and (ii) if compliance with any change in the Program
Guide after the effective date of this Agreement would have an
adverse effect on the rating of any of the Certificates issued by
the Trust or would result in the imposition of taxes on "prohibited
transactions" of the related REMIC (as defined in Section 860F of
the Code), or cause the related REMIC to fail to qualify as a
REMIC, the Company shall continue to service and administer the
Mortgage Loans in accordance with this Agreement and the Program
Guide without giving effect to any such change."
(e)
Section 3.06 of the Servicing Agreement
is modified by deleting the fourth sentence of such section in its
entirety and replacing it with the following:
“Except as otherwise set forth
below, the following payments and collections shall be deposited
therein (other than in respect of principal and interest on the
Mortgage Loans due on or before the Cutoff Date) within two
Business Days of receipt: (i) all payments on account of principal
on the Mortgage Loans; (ii) all payments on account of interest on
the Mortgage Loans, net of the Subservicing Fee or any portion of
the Servicing Fee payable to the Subservicer; (iii) all Insurance
Proceeds and Liquidation Proceeds; (iv) any Monthly Advances; (v)
all proceeds of any Mortgage Loan repurchased pursuant to Sections
2.01(c), 2.02, 2.04 and clause (iii) of Section 7.01; (vi) any
amounts required to be deposited pursuant to the first paragraph of
Section 3.08; (vii) all payments on account of interest on the
Mortgage Loans, including Prepayment Charges.”
(f)
Sections 3.14 and 3.17 and clause (viii)
of Section 6.01 of the Servicing Agreement are hereby deleted in
their entirety and replaced with
“[Reserved]”.
(g)
Sections 3.15 is modified by deleting the
second to last paragraph of that section in its entirety and
replacing it with the following paragraph:
The Company shall report monthly and use
its best efforts to dispose of the REO Property as soon as possible
and shall sell such REO Property in any event within three years
after title has been taken to such REO Property, unless the
Company, at the Company’s expense, has obtained an extension
from the IRS or provided an opinion of counsel that continuing to
hold the property will not result in an adverse REMIC event.
If a period longer than three years is permitted under the
foregoing sentence and is necessary to sell any REO Property, the
Company shall report monthly to the Owner as to the progress being
made in selling such REO Property.
(h)
Section 3.18 of the Servicing Agreement
is hereby amended by (A) inserting the phrase “; and”
at the end of subpart (vi) and (B) inserting the following subpart
immediately following subpart (vi):
(vii)
to deliver to the Owner such information,
reports, letters and certifications as are required pursuant to
Article IX and to indemnify the Owner and its affiliates as set
forth in Article IX.
(i)
Section 4.01 of the Servicing Agreement
is modified by adding the following paragraph to the end of such
Section:
“With respect to any remittance
received by the Owner after the Business Day on which such payment
was due, the Company shall pay to the Owner interest on any such
late payment at an annual rate equal to LIBOR, plus one (1)
percentage point, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be paid by the
Company to the Owner on the date such late payment is made and
shall cover the period commencing with the day following the day
such payment was due and ending with the Business Day on which such
payment is made, both inclusive. Such interest shall be remitted
along with such late payment. The payment by the Company of any
such interest shall not be deemed an extension of time for payment
or a waiver by the Owner of any Event of Default by the
Company.”
(j)
Section 4.02 of the Servicing Agreement
is modified by deleting such section in its entirety and replacing
it with the following:
“No later than the fifteenth
calendar day of each month, or if such day is not a Business Day,
the following Business Day, the Company shall furnish to the Master
Servicer, in an acceptable electronic format via e-mail, the
information specified in Exhibit C, which data shall reflect
information from the Due Period immediately preceding the
Remittance Date and such other information with respect to the
Mortgage Loans as the Master Servicer may reasonably require to
allocate remittances made pursuant to this Agreement and provide
appropriate statements with respect to such
remittances.”
(k)
Section 5.01 of the Servicing Agreement
is modified by adding the following to the end of the first full
paragraph:
“Such indemnification obligations
are obligations of the Trust and payable from its
funds.”
(l)
Section 5.04 of the Servicing Agreement
is modified by adding the following paragraphs at the end
thereto:
“Notwithstanding anything in this
Agreement to the contrary, the Company (a) shall not permit any
modification with respect to any Mortgage Loan that would change
the Mortgage Interest Rate and (b) shall not (unless the Mortgagor
is in default with respect to the Mortgage Loan or such default is,
in the judgment of the Company, reasonably foreseeable) make or
permit any modification,
