EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and
Recognition Agreement (the “AAR Agreement”) is made and
entered into as of March 30, 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”),
Countrywide Home Loans Servicing LP, having an address at 400
Countrywide Way, Simi Valley, California 93065 (the
“Servicer”) and Countrywide Home Loans, Inc., having an
address at 4500 Park Granada, Calabasas, California 91302 (the
“Company”) and acknowledged and agreed to by Wells
Fargo Bank, N.A., as master servicer, (the “Master
Servicer”).
WHEREAS, the Assignor has acquired
certain residential mortgage loans listed on Attachment 1
annexed hereto (the “Assigned Loans”) from the Company
pursuant to that certain Amended and Restated Master Mortgage Loan
Purchase and Servicing Agreement, dated as of May 1, 2004, as
amended and restated to and including August 1, 2005, as further
amended by the Amendment Reg AB, dated as of January 31, 2006, and
Amendment Number One, dated as of December 21, 2006 (collectively,
the “Servicing Agreement”), between Company and
Assignor; and
WHEREAS, the Company has assigned its
rights and obligations with respect to the servicing of the
Mortgage Loans under the Servicing Agreement to the Servicer and
the Servicer is currently servicing the Mortgage Loans for the
benefit of the Assignor and its successors and assigns in
accordance with the terms and conditions of the Servicing
Agreement.
In consideration of the mutual promises
contained herein, the parties hereto agree that the Assigned Loans
shall be sold by the Assignor to the Assignee pursuant to the
Mortgage Loan Purchase Agreement, dated as of March 30, 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 and obligations
in and to the Assigned Loans to HSBC Bank USA, National
Association, as trustee (the “Trustee”) for the holders
of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA2
Mortgage Pass-Through Certificates (the
“Certificateholders”) pursuant to the Pooling and
Servicing Agreement, dated as of March 1, 2007 (the “Pooling
and Servicing Agreement”) among the Assignee, as depositor,
the Trustee, Wells Fargo Bank, N.A., as Master Servicer and
securities administrator, and Clayton Fixed Income Services Inc.,
as credit risk manager. 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, interest and
obligations 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 the representations and warranties contained in
Subsections 3.01 and 3.02 of the Servicing Agreement and the
Assignor is retaining the right to enforce the representations and
warranties set forth in Article III of the Servicing Agreement
against the Company.
Representations, Warranties and
Covenants
2.
Assignor warrants and represents to
Assignee as of the date hereof:
(a)
Attached hereto as Attachment 2
are true and accurate copies of the servicing provisions of the
Servicing Agreement, which agreement is in full force and effect as
of the date hereof 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)
There are no offsets, counterclaims or
other defenses available to Company with respect to the Assigned
Loans or the Servicing Agreement;
(d)
Assignor has no knowledge of, and has not
received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e)
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;
(f)
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,
Servicer 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
(g)
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, Servicer and Company as of the date
hereof:
(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,
Servicer 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 date hereof,
Assignee assumes for the benefit of each of Assignor, Servicer 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 date hereof:
(a)
The Servicing Agreement is in full force
and effect as of the date hereof and the provisions of which have
not been waived, amended or modified in any respect, except as
contemplated in this AAR Agreement, 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;
(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 charter or
by-laws 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, Servicer 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;
and
(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.
5.
Servicer warrants and represents to, and
covenants with, Assignor and Assignee (unless otherwise specified)
as of the date hereof:
(a)
Servicer is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its formation and has all requisite power and authority to service
the Assigned Loans and otherwise to perform its obligations under
the Servicing Agreement;
(b)
Servicer has the requisite entity 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 Servicer ‘s
business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Servicer ‘s
formation or organizational documents or any legal restriction, or
any material agreement or instrument to which Servicer 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 Servicer
or its property is subject. The execution, delivery and performance
by Servicer of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary action on the part of Servicer. This AAR Agreement has
been duly executed and delivered by Servicer, and, upon the due
authorization, execution and delivery by Assignor, Company and
Assignee, will constitute the valid and legally binding obligation
of Servicer, enforceable against Servicer 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 Servicer
in connection with the execution, delivery or performance by
Servicer of this AAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d)
From and after the Closing Date, the
Servicer shall service the Assigned Loans in accordance with the
terms and provisions of the Servicing Agreement, as modified by
this AAR Agreement, and Servicer shall establish a Custodial
Account and an Escrow Account under the Servicing Agreement with
respect to the Assigned Loans separate from the Custodial Account
and Escrow Account previously established under the Servicing
Agreement in favor of Assignor, and shall remit collections
received. The Custodial Account and Escrow Account shall be
entitled “Countrywide Home Loans Servicing LP, as Servicer in
trust for Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-OA2”.
6.
The Company hereby guarantees the
performance by the Servicer of the Servicer’s obligations
under this AAR Agreement and under the Servicing
Agreement.
7.
Pursuant to Section 8.07(c) of the
Servicing Agreement, the Company hereby restates to the Assignor
the representations and warranties set forth in Section 3.01 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 of the remedies under the Servicing Agreement.
Recognition of Assignee
.
8.
From and after the date hereof, Servicer
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
def
