POOLING AND SERVICING AGREEMENT

EXECUTION VERSION

 

 

DEUTSCHE ALT-A SECURITIES, INC.

Depositor

and

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

and

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

_____________________

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2007

_____________________

Mortgage Pass-Through Certificates

Series 2007-BAR1

 

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

18

 

Section 1.1

Definitions.

18

Section 1.2

Allocation of Certain Interest Shortfalls.

59

 

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF

CERTIFICATES

60

 

Section 2.1

Conveyance of Trust Fund.

60

Section 2.2

Acceptance by Trustee.

61

Section 2.3

Repurchase or Substitution of Loans.

61

Section 2.4

Authentication and Delivery of Certificates; Designation of Certificates as

REMIC Regular and Residual Interests.

64

Section 2.5

Representations and Warranties of the Master Servicer.

64

Section 2.6

[Reserved].

66

Section 2.7

Establishment of the Trust.

66

Section 2.8

Purpose and Powers of the Trust.

66

 

ARTICLE III ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

67

 

Section 3.1

Master Servicer.

67

Section 3.2

REMIC-Related Covenants.

68

Section 3.3

Monitoring of Servicers.

68

Section 3.4

Fidelity Bond.

69

Section 3.5

Power to Act; Procedures.

70

Section 3.6

Due-on-Sale Clauses; Assumption Agreements.

71

Section 3.7

Release of Mortgage Files.

71

Section 3.8

Documents, Records and Funds in Possession of Master Servicer To Be Held

for Trustee.

72

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

72

Section 3.10

Presentment of Claims and Collection of Proceeds.

73

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

73

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

74

Section 3.13

Realization Upon Defaulted Loans.

74

Section 3.14

Compensation for the Master Servicer.

74

Section 3.15

REO Property.

75

Section 3.16

Annual Statement as to Compliance.

76

Section 3.17

Assessments of Compliance.

76

Section 3.18

Master Servicer and Securities Administrator Attestation Reports.

77

Section 3.19

Annual Certification.

78

Section 3.20

Intention of the Parties and Interpretation and Additional Information; Notice.

79

Section 3.21

Obligation of the Master Servicer in Respect of Compensating Interest.

80

Section 3.22

Protected Accounts.

80

Section 3.23

Distribution Account.

81

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

82

Section 3.25

Reserve Fund.

84

Section 3.26

Additional Reserve Fund.

85

Section 3.27

[Reserved].

85

Section 3.28

[Reserved].

85

Section 3.29

Prepayment Penalty Verification.

85

Section 3.30

Reports Filed with Securities and Exchange Commission.

86

Section 3.31

Special Servicing.

92

Section 3.32

Purchase of Delinquent Loans.

93

 

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS

AND REPORTS

94

 

Section 4.1

Distributions to Certificateholders.

94

Section 4.2

Allocation of Realized Losses.

102

Section 4.3

Statements to Certificateholders.

103

Section 4.4

Advances.

106

Section 4.5

Compliance with Withholding Requirements.

106

Section 4.6

REMIC Distributions.

107

Section 4.7

Floor Account.

107

Section 4.8

Floor Agreement Reserve Fund

107

Section 4.9

Swap Account.

108

Section 4.10

[Reserved].

109

Section 4.11

[Reserved].

109

Section 4.12

Supplemental Interest Trust.

109

Section 4.13

Collateral Accounts.

109

 

ARTICLE V THE CERTIFICATES

111

 

Section 5.1

The Certificates.

111

Section 5.2

Certificates Issuable in Classes; Distributions of Principal and Interest;

Authorized Denominations.

111

Section 5.3

Registration of Transfer and Exchange of Certificates.

112

Section 5.4

Mutilated, Destroyed, Lost or Stolen Certificates.

117

Section 5.5

Persons Deemed Owners.

117

 

ARTICLE VI THE DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK

MANAGER

118

 

Section 6.1

Liability of the Depositor and the Master Servicer.

118

Section 6.2

Merger or Consolidation of the Depositor or the Master Servicer.

118

Section 6.3

Limitation on Liability of the Depositor, the Master Servicer, the Servicers, the

Securities Administrator and Others.

118

Section 6.4

Limitation on Resignation of the Master Servicer.

119

Section 6.5

Assignment of Master Servicing.

119

Section 6.6

Rights of the Depositor in Respect of the Master Servicer.

120

Section 6.7

Duties of the Credit Risk Manager.

120

Section 6.8

Limitation Upon Liability of the Credit Risk Manager.

121

Section 6.9

Removal of the Credit Risk Manager.

121

Section 6.10

Transfer of Servicing by the Seller of Certain Loans Serviced by GMACM;

Special Servicer.

121

 

ARTICLE VII DEFAULT

124

 

Section 7.1

Master Servicer Events of Default.

124

Section 7.2

Trustee to Act; Appointment of Successor.

126

Section 7.3

Notification to Certificateholders.

127

Section 7.4

Waiver of Master Servicer Events of Default.

127

 

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES

ADMINISTRATOR

128

 

Section 8.1

Duties of Trustee and Securities Administrator.

128

Section 8.2

Certain Matters Affecting Trustee and Securities Administrator.

129

Section 8.3

Trustee and Securities Administrator not Liable for Certificates or Loans.

131

Section 8.4

Trustee, Master Servicer and Securities Administrator May Own Certificates.

131

Section 8.5

Fees and Expenses of Trustee and Securities Administrator.

131

Section 8.6

Eligibility Requirements for Trustee and Securities Administrator.

132

Section 8.7

Resignation and Removal of Trustee and Securities Administrator.

133

Section 8.8

Successor Trustee or Securities Administrator.

134

Section 8.9

Merger or Consolidation of Trustee or Securities Administrator.

135

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

135

Section 8.11

Appointment of Office or Agency.

136

Section 8.12

Representations and Warranties of the Trustee.

136

 

ARTICLE IX TERMINATION

138

 

Section 9.1

Termination Upon Purchase or Liquidation of All Loans.

138

Section 9.2

Additional Termination Requirements.

140

 

ARTICLE X REMIC PROVISIONS

141

 

Section 10.1

REMIC Administration.

141

Section 10.2

Prohibited Transactions and Activities.

144

Section 10.3

Indemnification.

144

 

ARTICLE XI MISCELLANEOUS PROVISIONS

145

 

Section 11.1

Amendment.

145

Section 11.2

Recordation of Agreement; Counterparts.

146

Section 11.3

Limitation on Rights of Certificateholders.

146

Section 11.4

Governing Law.

147

Section 11.5

Notices.

147

Section 11.6

Severability of Provisions.

148

Section 11.7

Notice to Rating Agencies.

148

Section 11.8

Article and Section References.

149

Section 11.9

Grant of Security Interest.

149

 

 

 

EXHIBITS

 

Schedule One -	Loan Schedule
Schedule Two -	Prepayment Charge Schedule
Schedule Three -	[Reserved]
Schedule Four -	Interest Rate Floor Agreement Schedule
Schedule Five -	Interest Rate Swap Agreement I Schedule
Schedule Six -	Interest Rate Swap Agreement II Schedule
Schedule Seven -	Trust Prepayment Charge Schedule

 

 

This Pooling and Servicing Agreement, dated and effective as of February 1, 2007 (this “Agreement”), is executed by and among Deutsche Alt-A Securities, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and HSBC Bank USA, National Association, as trustee (the “Trustee”).  Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund.  The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates.  The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund.  All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates.  The Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus Supplement dated February 26, 2007 to a Prospectus dated May 19, 2006 (together, the “Prospectus”).  The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein.

The Trustee shall elect that each of REMIC I, REMIC II and REMIC III be treated as a REMIC under Section 860D of the Code.  Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections.  The assets of REMIC I shall include the Loans, the accounts (other than the Additional Reserve Fund, the Reserve Fund, the Floor Account and the Swap Account), any REO Property, and any proceeds of the foregoing.  The REMIC I Regular Interests shall constitute the assets of REMIC II.  The REMIC II Regular Interests shall constitute the assets of REMIC III (the “Master REMIC”).  The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby.  For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

 

REMIC I:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC I, each of which (other than the R-I interest) is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”):

___________________

(1)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for the T1-A Interest is a per annum rate equal to the weighted average of the Net Mortgage Rate of the Loans (the “REMIC I Net WAC Rate”).

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) the REMIC Swap I Rate, and (ii) the product of (a) the REMIC I Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the REMIC I Net WAC Rate and (b) 2, over (ii) the REMIC Swap I Rate.

(4)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the Loans over (ii) the aggregate initial principal balance of all remaining REMIC I Regular Interests.

 (5)

The R-I interest shall not have a principal balance and shall not bear interest.  The R-I interest is hereby designated as the sole class of residual interest in REMIC I.  

(6)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) the REMIC Swap II Rate, and (ii) the product of (a) the REMIC I Net WAC Rate and (b) 2.

(7)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the REMIC I Net WAC Rate and (b) 2, over (ii) the REMIC Swap II Rate.

(8)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

 

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC I based on the above-described interest rates.

On each Distribution Date, all Realized Losses and all payments of principal with respect to the Loans shall be allocated in the following order of priority:

(a)

First, to the T1-A interest until the outstanding principal balance of such interest is reduced to zero, and

(b)

Second, until the 61 ^st Distribution Date, pro rata to (i) the Class T1-F1 through Class T1-V139 Interests and (ii) the Class T1-F140 through Class T1-V199 Interests based on the aggregate principal balance of the Interests described in clause (i) and the aggregate principal balance of the Interests described in clause (ii), in each case sequentially, in ascending order of their numerical designation, and, with respect to each pair of REMIC I Regular Interests having the same numerical designation, in equal amounts to each such REMIC I Regular Interest, until the principal balance of each is reduced to zero;

(c)

Third, sequentially, to the Class T1-F140 through Class T1-V199 Interests in ascending order of their numerical designation, and, with respect to each pair of REMIC I Regular Interests having the same numerical designation, in equal amounts to each such REMIC I Regular Interest, until the principal balance of each is reduced to zero; and

(d)

Fourth, sequentially, to the Class T1-F1 through Class T1-V139 Interests in ascending order of their numerical designation, and, with respect to each pair of REMIC I Regular Interests having the same numerical designation, in equal amounts to each such REMIC I Regular Interest, until the principal balance of each is reduced to zero.

.

REMIC II:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC II, each of which (other than the R-II interest) is hereby designated as a regular interest in REMIC II (the “REMIC II Regular Interests”):

____________________

___________________

(1)

The interest rate for each of these interests (the “REMIC Maximum Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC I provided , however , that for any Distribution Date on which the Class T2-IO Interest is entitled to a portion of the interest accruals on a REMIC I Regular Interest having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such REMIC I interest to a cap equal to the product of the interest rate used to compute the Net Swap Payment for the related Swap Agreement adjusted to reflect the day count convention used for such interest rate (“Swap LIBOR”) for such Distribution Date and 2.

(2)

The Class T2-IO is an interest only class that does not have a principal balance.  For only those Distribution Dates listed in the first column in the table below, the Class T2-IO shall be entitled to interest accrued on the REMIC I Regular Interest(s) listed in  the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC I Regular Interest for such Distribution Date over (ii)  Swap LIBOR for such Distribution Date.

 

 

 

 (3)

The R-II interest shall not have a principal balance and shall not bear interest.  The R-II interest is hereby designated as the sole class of residual interest in REMIC II.  

(4)

This interest shall have an initial principal balance equal to one-half of the initial Certificate Principal Balance of its Corresponding Class of Certificates.

(5)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC I Regular Interests over (ii) the aggregate initial principal balance of the REMIC II Accretion Directed Classes.

(6)

This interest is a REMIC II Accretion Directed Class.

(7)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC II based on the above-described interest rates, provided however, that interest that accrues on the T2-Accrual Interest shall be deferred to the extent necessary to make the distributions of principal described below.  Any interest so deferred shall itself bear interest at the interest rate for the T2-Accrual Interest.    

On each Distribution Date the principal distributed on the interests in REMIC I (together with an amount equal to the interest deferred on the T2-Accrual Interest for such Distribution Date) shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC II in the following order of priority:

(a)

First, to each interest in REMIC II having a Corresponding Class in REMIC III until the outstanding principal amount of each such interest equals one-half of the outstanding principal amount of such Corresponding Class for such interest immediately after such Distribution Date; and

(b)

Second, to the T2-Accrual Interest, any remaining amounts.

 

REMIC III:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC III, each of which (other than the R-III interest) is hereby designated as a regular interest in REMIC III (the “REMIC III Regular Interests”):

____________________

(1)

This interest shall have an initial principal balance equal to the Initial Certificate Principal Balance of its Corresponding Class of Certificates.

(2)

The T3-X interest has a notional balance equal to the aggregate initial principal balance of the REMIC II Regular Interests.  The interest rate of the T3-X interest shall be a rate sufficient to cause all net interest from the Loans to accrue on the T3-X interest that is in excess of the total amount of interest that accrues on each other regular interest in REMIC III.  For any Distribution Date, the interest rate in respect of the T3-X interest shall be the excess of: (i) the weighted average interest rate of all interests in REMIC II (other than any interest-only regular interest) over (ii) the product of: (A) two and (B) the weighted average interest rate of the REMIC II Accretion Directed Classes and the T2-Accrual Interest, where the T2-Accrual Interest is subject to a cap equal to zero and each REMIC II Accretion Directed Class is subject to a cap equal to the Pass-Through Rate on its Corresponding Class of Certificates, provided that, for purposes of determining the Pass-Through Rate, the REMIC Maximum Rate shall be substituted for the Net WAC Pass-Through Rate in the definition thereof.  The T3-X interest shall also be entitled to principal equal to the excess of the sum of the aggregate Principal Balance of the Loans as of the Cut-off Date over the aggregate Initial Certificate Principal Balance of the other Certificates the Closing Date.  Such principal balance shall not bear interest.  Finally, the T3-X Interest shall be entitled to receive all amounts payable on the T2-IO interest.

(3)

The T3-P interest shall not be entitled to payments of interest, but shall be entitled to receive all Trust Prepayment Charges in respect of the Loans.  

(4)

This interest shall bear interest at the Pass-Through Rate for its Corresponding Class of Certificates, provided that, for purposes of determining the Pass-Through Rate, the REMIC Maximum Rate shall be substituted for the Net WAC Pass-Through Rate in the definition thereof.

(5)

REMIC III shall also issue the R-III interest, which shall not have a principal amount and shall not bear interest.  The R-III interest is hereby designated as the sole class of residual interest in REMIC III.

(6)

For purposes of the REMIC Provisions, the Class of Certificates corresponding to an interest in the Master REMIC shall represent beneficial ownership of such interest in the Master REMIC.  Any amount distributed on a Corresponding Class of Certificates on any Distribution Date in excess of the amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates shall be treated as having been paid from the Reserve Fund or the Supplemental Interest Trust, as applicable, and any amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates on such Distribution Date in excess of the amount distributable on that Class of Certificates on such Distribution Date shall be treated as having been paid to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.1(l) hereof.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC III based on the above-described interest rates.

On each Distribution Date, the principal distributed on the REMIC II interests  shall be distributed, and Realized Losses shall be allocated, among the interests in REMIC III in an amount equal to the principal distributions and Realized Loss allocations for such Distribution Date with respect to the Corresponding Class of Certificates related to such interests, determined without regard to either Swap Agreement.

The Certificates:

The following table irrevocably sets forth the designations, initial Certificate Principal Balance or Notional Amount and Pass-Through Rate for each Class of Certificates:

Class Designation	Initial Certificate Principal Balance	Pass-Through Rate	Final Maturity Date (1)
A-1	$ 207,017,000	(2)	March 2037
A-2	$ 112,366,000	(2)	March 2037
A-3	$ 237,685,000	(2)	March 2037
A-4	$   98,020,000	(2)	March 2037
A-5	$   62,596,000	(2)	March 2037
M-1	$     7,680,000	(2)	March 2037
M-2	$   11,136,000	(2)	March 2037