Exhibit 99.1
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and
Recognition Agreement (this “Assignment Agreement”)
dated as of September 25, 2006 between Downey Savings and Loan
Association, F.A., a federal association (the
“Assignor”) and Central Mortgage Company, an Arkansas
corporation (the “Assignee”), and acknowledged by
Deutsche Bank National Trust Company, not individually but solely
as trustee (the “Trustee”) for the holders of DSLA
Mortgage Loan Trust 2006-AR1, DSLA Mortgage Loan Pass-Through
Certificates, Series 2006-AR1 (the “Trust”), Greenwich
Capital Acceptance, Inc. (the “Depositor”), Greenwich
Capital Financial Products, Inc. (the “Company”), and
Wells Fargo Bank, N.A., as master servicer (the “Master
Servicer”).
In consideration of the mutual promises
contained herein, the parties hereto hereby agree that the
servicing of (A) the mortgage loans (the “2004 Assigned
Loans”) listed on Attachment 1 annexed hereto (the
“Assigned Loan Schedule”) and currently being serviced
by the Assignor pursuant to (i) the Master Mortgage Loan Purchase
and Interim Servicing Agreement, dated as of September 1, 2004, as
amended by that certain Amendment Number One dated as of October
28, 2004 and that certain Amendment Number Two dated as of
September 23, 2005, between the Company, as initial purchaser, and
Assignor, as seller and interim servicer (the “2004 Servicing
Agreement”), and (ii) the Amended and Restated Reconstitution
Agreement, dated as of May 1, 2006, between the Company and the
Assignor (the “2004 Reconstituted Servicing Agreement”)
and (B) the mortgage loans (the “2005 Assigned Loans”,
and together with the 2004 Assigned Loans, the “Assigned
Loans”) listed on the Assigned Loan Schedule and currently
being serviced by the Assignor pursuant to (i) the Master Mortgage
Loan Purchase and Interim Servicing Agreement dated as of December
31, 2005, between the Company, as initial purchaser, and Assignor,
as seller and interim servicer (the “2005 Servicing
Agreement”), and (ii) the Amended and Restated Reconstitution
Agreement, dated as of May 1, 2006, between the Company and the
Assignor (the “2005 Reconstituted Servicing
Agreement”), in each case, shall be subject to the terms of
this Assignment Agreement. The 2004 Servicing Agreement, the 2004
Reconstituted Servicing Agreement, the 2005 Servicing Agreement and
the 2005 Reconstituted Servicing Agreement collectively constitute
the “Agreements.” Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the
Agreements.
Assignment and
Assumption
1.
To the extent Assignor currently has any
rights and obligations as servicer under each Agreement, the
Assignor hereby conveys, grants, transfers and assigns to the
Assignee all of the rights and obligations of the Assignor, as
servicer (which accrue on or after November 1, 2006), in, to and
under each Agreement (the “Servicing Obligations and
Rights”), solely insofar as each Agreement relates to the
Assigned Loans. The Assignee hereby accepts and assumes the
Servicing Obligations and Rights and agrees to act as servicer
under each Agreement as of November 1, 2006.
The Trustee hereby acknowledges and the
Depositor, Company and Master Servicer hereby consent to such
assignment by the Assignor and such assumption by the
Assignee.
Servicing Transfer and Effective
Date
2.
The parties hereto confirm that from
September 25, 2006 to and including October 31, 2006, Assignor
shall be the Servicer under each Agreement, shall have all the
Servicing Obligations and Rights under each Agreement, and shall
continue to service the Assigned Loans pursuant to the Agreements
and that from and after November 1, 2006, Assignee shall be the
Servicer under each Agreement, shall have all the Servicing
Obligations and Rights of the Servicer under each Agreement, and
shall service the Assigned Loans pursuant to the related
Agreements. Notwithstanding the assignment and assumption of
the Servicing Obligations and Rights, the Assignor shall comply
with the obligations of the Seller (as defined in the Agreements)
under Subsections 13.04 and 13.05 of the 2005 Servicing Agreement
and Subsections 32.04 and 32.05 of the 2004 Reconstituted Servicing
Agreement with respect to its servicing of the Assigned Loans
during calendar year 2006. For the avoidance of doubt, the
Assignee also must comply with such obligations with respect to its
servicing of the Assigned Loans during the calendar year
2006.
Representations, Warranties and
Covenants
3.
Assignor hereby warrants and represents
to, and covenants with, the Assignee that:
(a)
The copies of the Agreements provided to
the Assignee by the Assignor are true and accurate copies of the
Agreements, which agreements are 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 duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation, and has full corporate power and authority to
execute, deliver and perform under this Assignment Agreement, and
to consummate the transactions set forth herein. The consummation
of the transactions contemplated by this Assignment Agreement is in
the ordinary course of the Assignor’s business and will not
conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Assignor’s charter or
by-laws, or any legal restriction, or any material agreement or
instrument to which the 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 the Assignor or its property is
subject. The execution, delivery and performance by the Assignor of
this Assignment Agreement, and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary corporate action of the Assignor. This Assignment
Agreement has been duly executed and delivered by the Assignor and,
upon the due authorization, execution and delivery by the Assignee
and the Company, will constitute the valid and legally binding
obligation of the Assignor enforceable against the Assignor in
accordance with its respective terms except as enforceability
thereof may be limited by bankruptcy, insolvency, or reorganization
or other similar laws now or hereinafter in effect relating to
creditor’s rights generally and by general principles of
equity, regardless of whether such enforceability is considered in
a proceeding in equity or in 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 the
Assignor in connec
