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ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") is made and entered into as of April 1, 2007 (the
"Closing Date"), among Deutsche Alt-A Securities, Inc. (the "
Assignor "), having an address at 60 Wall Street, New York,
New York 10005, HSBC Bank USA, National Association, as trustee
(the " Trustee " or " Assignee "), having an address
at 452 Fifth Avenue, New York, New York 10018, PHH Mortgage
Corporation, a seller under the Purchase and Servicing Agreement
referenced below (in such capacity, " PHHMC "), and the
servicer under the Purchase and Servicing Agreement referenced
below (in such capacity, the " Servicer ") and
Bishop’s Gate Residential Mortgage Trust, a seller under the
Purchase and Servicing Agreement referenced below (the "
Company " and together with PHHMC, each a " Seller "
and collectively, the " Sellers ") having an address at 3000
Leadenhall Road, Mt. Laurel, NJ 08054, and acknowledged and
agreed to by Wells Fargo Bank, N.A., as master servicer (the "
Master Servicer ") and securities administrator.
In consideration of the mutual promises contained herein the
parties hereto agree that the residential mortgage loans (the "
Assigned Loans ") listed on Attachment 1 annexed
hereto which were purchased by the Assignor from the Sellers
pursuant to the Mortgage Loan Purchase and Servicing Agreement,
dated as of April 1, 2007 among the Assignor, the Company and PHH
Mortgage Corporation, as a Seller and the Servicer (the "
Purchase and Servicing Agreement ") and which are now
serviced by the Servicer for the Assignor and its successors and
assigns pursuant to the Purchase and Servicing Agreement, shall be
subject to the terms of this AAR Agreement. Capitalized terms
used herein but not defined shall have the meanings ascribed to
them in the Purchase and Servicing Agreement. The Assigned
Loans are being securitized pursuant to the Pooling and Servicing
Agreement, dated as of April 1, 2007 (the " Pooling and
Servicing Agreement ") among the Assignor, as depositor, the
Assignee and Wells Fargo Bank, N.A., as the master servicer and
securities administrator.
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
Purchase and Servicing Agreement as it relates to the Assigned
Loans and the Assignee hereby assumes all of the Assignor’s
obligations with respect to the Purchase and Servicing Agreement to
the extent of the Assigned Loans from and after the date hereof.
Assignor specifically reserves and does not assign to
Assignee any right, title and interest in, to or under any mortgage
loans subject to the Purchase and Servicing Agreement other than
the Assigned Loans set forth on Attachment 1 .
Representations, Warranties and Covenants
2.
Assignor warrants and represents to, and covenants with,
Assignee, the Servicer and the Sellers as of the date hereof:
(a)
Attached hereto as Attachment 2 is a true and accurate
copy of the Purchase and 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 Purchase and 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, 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 Purchase and 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 charter 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 the Sellers, 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;
(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; and
(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, the Servicer and the Sellers as of the date hereof:
(a)
Assignee is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization 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 charter 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 the Sellers, 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 Purchase and Servicing Agreement with respect to
the Assigned Loans, and from and after the date hereof, Assignee
assumes for the benefit of Assignor all of Assignor’s
obligations thereunder but solely with respect to such Assigned
Loans.
4.
Servicer warrants and represents to, and covenants with,
Assignor, and Assignee, as of the date hereof:
(a)
Attached hereto as Attachment 2 is a true and accurate
copy of the Purchase and 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 a
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