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EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and Recognition
Agreement (the “AAR Agreement”) is made and entered
into as of June 29, 2007 (the “Closing Date”), among
DB Structured Products, Inc., having an address at 60 Wall
Street, New York, New York 10005 (the “Assignor”),
ACE Securities Corp., having an address at 6525 Morrison
Boulevard, Suite 318, Charlotte, North Carolina 28211 (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 certain third
party sellers pursuant to those certain mortgage loan purchase
agreements;
WHEREAS, the Company has acquired all right,
title, and interest in and to the Servicing Rights associated
with the Assigned Loans pursuant to that certain Mortgage Loan
Servicing Rights Purchase and Servicing Agreement, dated as of
September 1, 2005, as amended by amendments dated as of August
31, 2006 and February 26, 2007 (collectively, the
“Servicing Agreement”), among the Assignor, the
Servicer and the Company; 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 Assigned 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 June 29, 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 2007-1 Mortgage Pass-Through Certificates (the
“Certificateholders”) pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 2007 (the
“Pooling and Servicing Agreement”) among the
Assignee, as depositor, the Trustee, as 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 3.1 and 3.2 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 2007-1”.
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 9.18(c) of the Servicing
Agreement, the Company hereby restates to the Assignor the
representations and warranties set forth in Section 3.5 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 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, 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 Company,
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 Loa
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