EXECUTED VERSION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and
Recognition Agreement (this “AAR Agreement”) is made
and entered into as of April 13, 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 Wells Fargo Bank, N.A., having an
address at 1 Home Campus, Des Moines, Iowa 50328-0001 (the
“Servicer” or the “Company”) and
acknowledged and agreed to by HSBC Bank USA, National Association,
as trustee (the “Trustee”) and Wells Fargo Bank, N.A.,
as master servicer, (the “Master Servicer”).
WHEREAS, the residential mortgage loans
identified on the schedule annexed hereto as Attachment 1 (the
“Assigned Loans”), which are currently serviced by the
Company on behalf of the Assignor and its successors and assigns
pursuant to that certain Seller’s Warranties and Servicing
Agreement (WFHM 2005-W100), dated as of January 1, 2006, between
the Assignor and Company (the “Servicing Agreement”)
and attached hereto as Attachment 2 , shall be sold by the
Assignor to the Assignee pursuant to the Mortgage Loan Purchase
Agreement, dated as of April 13, 2007 (the “MLPA”),
between the Assignor and the Assignee; and
WHEREAS, the Assignee intends to transfer
all right, title and interest in and to the Assigned Loans to the
Trustee for the holders of Deutsche Alt-B Securities Mortgage Loan
Trust, Series 2007-AB1 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 and
Wells Fargo Bank, N.A., as Master Servicer and as securities
administrator.
NOW, THEREFORE, in consideration of the
mutual promises contained herein, the parties hereto agree that
from and after the Closing Date, the Servicer shall service the
Assigned Loans on behalf of the Assignee and its successors and
assigns in accordance with the terms and provisions of the
Servicing Agreement, as modified by this AAR Agreement. For
purposes of this AAR Agreement, the term “Servicing
Agreement” includes any separate bill of sale, letter,
assignment and conveyance or other instrument pursuant to which
Company and Assignor effectuated the purchase and sale of any
Mortgage Loan following the execution and delivery of the Servicing
Agreement. 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 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 any mortgage loans other
than the Assigned Loans. The Assignor reserves the right to
enforce the representations and warranties, indemnification and
other remedies contained in Section 3.03 of the Servicing Agreement
against the Servicer for any events or circumstances occuring prior
to the Closing Date.
Representations, Warranties and
Covenants
2.
Assignor warrants and represents to
Assignee and Servicer as of the Closing Date:
(a)
Attached hereto as Attachment 2 is
a true and accurate copy of the Servicing Agreement, which
Servicing Agreement is in full force and effect as of the date
hereof and the provisions of which, except as set forth herein,
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 and rights under the Servicing
Agreement as they relate to the Assigned Loans, free and clear of
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 and rights 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
sell, transfer and assign 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
certificate of incorporation or bylaws 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
Servicer, 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.
(f)
Assignor hereby covenants to promptly
deliver to the Assignee or its designee any Assigned Loan document
received by the Assignor from the Servicer with respect to the
Assigned Loans.
3.
Assignee warrants and represents to, and
covenants with, Assignor and Servicer 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
certificate 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
the Servicer, 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 as
“Purchaser” by all of the terms, covenants and
conditions of the Servicing Agreement, as modified by this AAR
Agreement, with respect to the Assigned Loans.
4.
The Servicer warrants and represents to,
and covenants with, Assignor and Assignee as of the Closing
Date:
(a)
Attached hereto as Attachment 2 is
a true and accurate copy of the Servicing Agreement, which
Servicing Agreement is in full force and effect as of the Closing
Date and the provisions of which, except as set forth herein, have
not been waived, amended or modified in any respect, nor has any
notice of termination been given thereunder;
(b)
The Servicer is a national banking
association, duly organized, validly existing and in good standing
under the laws of the United States of America, and has all
requisite power and authority to service the Assigned Loans and
otherwise to perform its obligations under the Servicing Agreement,
as modified by this AAR Agreement;
(c)
The Servicer has full 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 the Servicer’s business and will
not conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Servicer’s charter or by-laws
or any legal restriction, or any material agreement or instrument
to which the 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 the Servicer or its property is
subject. The execution, delivery and performance by the 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 the Servicer. This AAR Agreement has been
duly executed and delivered by the Servicer, and, upon the due
authorization, execution and delivery by Assignor and Assignee,
will constitute the valid and legally binding obligation of the
Servicer, enforceable against the Servicer in accordance with its
terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws
administered by the Federal Deposit Insurance Corporation affecting
the contract obligations of insured banks now or hereafter in
effect, 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 the
Servicer in connection with the execution, delivery or performance
by the Servicer of this AAR Agreement, or the consummation by it of
the transactions contemplated hereby;
(e)
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. The 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 on the Assigned Loans to the appropriate account as
required by the Servicing Agreement. The Custodial Account
and the Escrow Account each shall be entitled “Wells Fargo
Bank, N.A., as servicer in trust for Deutsche Alt-B Securities
Mortgage Loan Trust, Series 2007-AB1” and shall be
established and maintained with a Qualified Depository. Any
funds held in the Custodial Account are and shall remain
uninvested;
(f)
There are no legal proceedings pending or
threatened against the Servicer or proceedings known to be
contemplated by governmental authorities against the Servicer which
in the judgment of the Servicer would result, in each case, in any
material adverse change in the ability of the Servicer to perform
its obligations under this AAR Agreement or the Servicing
Agreement. The Servicer is solvent;
(g)
There are no affiliations with nor any
relationships or transactions of a type described in Item 1119(b)
of Regulation AB with respect to the Servicer and any of the
following parties:
(1)
the Assignor;
(2)
the Assignee;
(3)
Deutsche Alt-B Securities Mortgage Loan
Trust, Series 2007-AB1;
(4)
the Master Servicer (as master servicer
and securities administrator);
(5)
the Trustee;
(6)
Wells Fargo Bank, N.A. (as a custodian);
and
(7)
Radian Guaranty Inc., as mortgage
insurance provider
(h)
To make all the representations and
warranties regarding the Servicer set forth in Section 3.01 of the
Servicing Agreement as of April 13, 2007 and all the
representations and warranties regarding the Assigned Loans set
forth in Section 3.02 of the Servicing Agreement as of the original
closing date (as defined in the Servicing Agreement). No other
document need be prepared indicating that the Servicer is making
such representations and warranties as to the applicable Assigned
Loans as of such date.
Recognition of Assignee
.
5.
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 Servicer 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 Servicer and to the
enforcement or exercise of any right or remedy against the Servicer
by Assignee. Such enforcement of a right or remedy by 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.
6.
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
from and after the Closing Date, 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 Internal Revenue Code of 1986 (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, Servicer 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 Servicer 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 Master Servicer and
Trustee.
7.
The Servicer hereby acknowledges that the
Trustee, acting pursuant to the terms of the Pooling and Servicing
Agreement, has the right to enforce all obligations of the
Servicer, as they relate to the Assigned Loans, under the Servicing
Agreement. Such right will include, without limitation, the
right to indemnification, the right to terminate the Servicer under
the Servicing Agreement upon the occurrence of an Event of Default
thereunder and the right to exercise certain rights of consent and
approval relating to actions taken by the Servicer under the
Servicing Agreement. In addition, any notice required to be
given by the “Purchaser” pursuant to Section 10.01 of
the Servicing Agreement shall be given by the Trustee. The
Servicer further acknowledges that pursuant to the terms of the
Pooling and Servicing Agreement, the Master Servicer is required to
monitor the performance of the Servicer under the Servicing
Agreement. The Master Servicer shall have the right to
receive all remittances required to be made by the Servicer under
the Servicing Agreement, the right to receive all monthly reports
and other data required to be delivered by the Servicer under the
Servicing Agreement, the right to examine the books and records of
the Servicer under the Servicing Agreement and the right to
indemnification under the Servicing Agreement. In addition,
if the Servicer shall fail to remit any payment pursuant to the
Servicing Agreement, the Master Servicer shall notify the Trustee
and the Trustee shall notify the Servicer of such failure as set
forth in Section 10.01 of the Servicing Agreement. The
Servicer hereby agrees to make all remittances required under the
Servicing Agreement to the Master Servicer for the benefit of the
Certificateholders in accordance with the following wire
instructions:
Wells Fargo Bank, N.A.
ABA # 121-000-248
Account Name: SAS Clearing
Account # 3970771416
FFC to: DBALT
2007-AB1 Account #53137400
The Servicer shall deliver all reports
required to be delivered under the Servicing Agreement to the
Master Servicer at their respective addresses set forth in Section
10 herein.
8.
In the event that the Assignor
substitutes any Deleted Mortgage Loans with any Qualified
Substitute Mortgage Loans in the manner set forth in the Servicing
Agreement, the Servicer shall determine the amount (the
“Substitution Shortfall Amount”), if any, by which the
aggregate purchase price of all such Deleted Mortgage Loans exceeds
the aggregate of, as to each such Qualified Substitute Mortgage
Loan, (x) the scheduled principal balance thereof as of the date of
substitution, together with one month’s interest on such
scheduled principal balance at the applicable Mortgage Interest
Rate (minus the Administration Fee Rate (as defined below)), plus
(y) all outstanding Monthly Advances and Servicing Advances
(including nonrecoverable Monthly Advances and nonrecoverable
Servicing Advances) related thereto. On the date of such
substitution, the Assignor will deliver or cause to be delivered to
the Servicer for deposit in the Custodial Account an amount equal
to the Substitution Shortfall Amount, if any, and the Servicer
shall certify in writing to the Trustee that it has received such
Substitution Shortfall Amount from the Assignor. The Servicer
shall remit such Substitution Shortfall Amount to the securities
administrator on the next succeeding Servicer Remittance Date.
As used in this Section, the “Administration Fee
Rate” means the sum of the rates used to calculate the fees
payable to the Servicer, the Master Servicer and the credit risk
manager under the Pooling and Servicing Agreement.
Modification of the Servicing
Agreement
9.
The Servicer and Assignor hereby amend
the Servicing Agreement with respect to the Assigned Loans as
follows:
(a)
The following definitions are added to
Article I of the Servicing Agreement:
“ Distribution Date ”:
The 25 th day of any month, or if such 25 th
day is not a Business Day, the Business Day immediately following
such 25 th day, commencing in April 2007.
“ Rating Agencies ”:
Fitch, Inc., Moody’s Investors Services, Inc. and Standard
& Poor’s Ratings Services, or their successors. If such
agencies or their successors are no longer in existence,
“Rating Agencies” shall be such nationally recognized
statistical rating agencies, or other comparable Persons,
designated by the Depositor, notice of which designation shall be
given to the Trustee.
“ Securities Administrator
”: Wells Fargo Bank, N.A. or any successor
thereto.
“ Trust ”: Deutsche
Alt-B Securities Mortgage Loan Trust, Series 2007-AB1.
“ Trustee ”: HSBC Bank
USA, National Association, a national banking association, or its
successor in interest, or any successor trustee.
(b)
The definition of “Business
Day” is modified by replacing clause (ii) with the
following:
“(ii) a day on which banking
institutions in the State of New York, the State of Maryland, the
State of Iowa, the State of California, the State of Minnesota, the
State of South Carolina, the State in which any Corporate Trust
Office of the Trustee is located are authorized or obligated by law
or executive order to be closed.”
(c)
The definition of “Depositor”
is hereby deleted in its entirety and replaced with the
following:
“ Depositor ”:
Deutsche Alt-A Securities, Inc.
(d)
The definition of “Master
Servicer” is hereby deleted in its entirety and replaced with
the following:
“ Master Servicer ”:
Wells Fargo Bank, N.A. or any successor thereto.
(e)
The definition of “Opinion of
Counsel” is hereby deleted in its entirety and replaced with
the following:
“ Opinion of Counsel ”: A written
opinion of counsel, who may, without limitation, be salaried
counsel for the Depositor, the Servicer, the Securities
Administrator or the Master Servicer, acceptable to the Trustee,
except that any opinion of counsel relating to (a) the
qualification of any REMIC as a REMIC or (b) compliance with the
REMIC Provisions must be an opinion of independent counsel;
provided, however, any Opinion of Counsel provided by the Servicer
pursuant to clause (b) above may be provided by internal counsel;
provided that the delivery of such Opinion of Counsel shall not
release the Servicer from any of its obligations hereunder and the
Servicer shall be responsible for such contemplated actions or
inaction, as the case may be, to the extent it conflicts with the
terms of this Agreement.
(f)
The definition of “Qualified
Depository” is hereby amended by deleting the word
“or” following the words “Standard &
Poor’s Ratings Services” and replacing it with
“and”.
(g)
The following language is added to the
end of the definition of “REMIC Provisions”:
“as well as provisions of applicable state
laws”
(h)
The definition of “Remittance
Date” is hereby deleted in its entirety and replaced with the
following:
“ Servicer Remittance Date :
With respect to any Distribution Date, the 18 th
day of the month in which such Distribution Date occurs; provided
that if such 18 th day of a given month is not a
Business Day, the Servicer Remittance Date for such month shall be
the Business Day immediately preceding such 18 th
day.”
All re
