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EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
This Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") is made and entered into as of December 15, 2006 (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 GMAC
Mortgage, LLC, having an address at 100 Witmer Road, Horsham,
Pennsylvania 19044 (the "Company" or the "Servicer") and
acknowledged and agreed to by Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer").
In consideration of the mutual promises contained herein, the
parties hereto agree that the residential mortgage loans listed on
Attachment 1 annexed hereto as amended from time to time to
include subsequent mortgage loans (the "Assigned Loans") which are
now or in the future serviced by the Company for the Assignor and
its successors and assigns pursuant to the Servicing Agreement,
dated as of August 5, 2005, as amended by Amendment Number One,
dated as of January 31, 2006 (the "Servicing Agreement"), between
the Assignor and the Company, shall be sold by the Assignor to the
Assignee pursuant to the Mortgage Loan Purchase Agreement, dated as
of December 15, 2006 (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 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 2006-AR6 Mortgage
Pass-Through Certificates (the "Certificateholders") pursuant to
the Pooling and Servicing Agreement, dated as of December 1, 2006
(the "Pooling and Servicing Agreement") among the Assignee, as
depositor, the Trustee, as trustee, the Master Servicer and
securities administrator. 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 any mortgage
loans subject to the Servicing Agreement other than the Assigned
Loans set forth on Attachment 1 , the right to transfer the
servicing for any Charged-Off Loans pursuant to Section 2.15 of the
Servicing Agreement or the obligation to indemnify the Company
pursuant to Section 8.01(b) of the Servicing Agreement.
Representations, Warranties and Covenants
2.
Assignor warrants and represents to Assignee and Company 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 have not been waived, amended or modified in any respect, nor
has any notice of termination been given thereunder;
(b)
Assignor was 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)
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 certificate 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 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
(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.
3.
Assignee warrants and represents to, and covenants with,
Assignor and Company 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 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 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 Closing Date with respect to the
Assigned Loans, Assignee assumes for the benefit of each of
Assignor 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 as of the Closing Date:
(a)
Attached hereto as Attachment 2 is a true and accurate
copy of the Servicing Agreement, which Agreement is in full force
and effect as of the Closing Date 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)
Company 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;
(c)
Company 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 Company’s business and will not conflict with, or
result in a breach of, any of the terms, conditions or provisions
of Company’s certificate of formation or operating agreement
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
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 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;
(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;
(e)
No event has occurred as of Closing Date which would render the
representations and warranties made by Company in Section 9.01 the
Servicing Agreement, including any representations and warranties
referenced thereunder, to be untrue in any material respect;
(f)
From and after the Closing Date with respect to the Assigned
Loans, the Company shall service the Assigned Loans in
accordance with the terms and provisions of the Servicing
Agreement, and the Company 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 to such
accounts. The Custodial Account and Escrow Account shall be
entitled "GMAC Mortgage, LLC, as servicer in trust for Deutsche
Alt-A Securities Mortgage Loan Trust, Series 2006-AR6"; and
(g)
Company shall furnish, on a monthly basis, in accordance with
the Fair Credit Reporting Act and its implementing regulations,
accurate and complete borrower credit files to Equifax, Experian
and the TransUnion Credit Information Company with respect to each
Assigned Loan serviced by the Company subject to this AAR
Agreement.
5.
Company hereby acknowledges that Wells Fargo Bank, N.A. has been
appointed as the Master Servicer for the Assigned Loans pursuant to
the Pooling and Servicing Agreement. Company shall deliver
any reports, certificates and other information required to be
delivered under the Servicing Agreement, as modified by this AAR
Agreement, to:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: DBALT 2006-AR6
Telecopier No.: (410) 715-2380
Recognition of Assignee
6.
From and after the Closing Date with respect to the Assigned
Loans, Company shall recognize Assignee as owner of the
Assigned Loans, and the Company 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 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 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 Trustee and the Master Servicer and, with respect to the
servicing of the Assigned Loans, the Master Servicer.
Pursuant to the Pooling and Servicing Agreement, the Assignee
will assign all of its rights under this AAR Agreement to the
Trustee for the benefit of the Certificateholders.
In addition, Company hereby acknowledges that the Assigned Loans
will be subject to the terms and conditions of the Pooling and
Servicing Agreement pursuant to which the Master Servicer is
required to monitor the performance by Company of its servicing
obligations under the Servicing Agreement, as modified by this AAR
Agreement, and has the right to enforce the obligations of Company
under the Servicing Agreement, as modified by this AAR Agreement,
with respect to the servicing of the Assigned Loans. Such
right will include, without limitation, the right to terminate
Company under the Servicing Agreement as provided therein, the
right to receive all remittances required to be made by Company
under the Servicing Agreement, the right to receive all monthly
reports and other data required to be delivered by Company under
the Servicing Agreement, the right to examine the books and records
of Company, indemnification rights, and the right to exercise
certain rights of consent and approval relating to actions taken by
Company. In connection therewith, the Company hereby agrees
to make all remittances required under the Servicing Agreement with
respect to the Assigned Loans to the Master Servicer in accordance
with the following wire transfer instructions:
Wells Fargo Bank, N.A.
ABA #: 121000248
Account Name: SAS Clearing
Account #: 3970771416
For Further Credit to: DBALT 2006-AR6 Account # 50971600
Modification of the Servicing Agreement
7.
Company and Assignor hereby amend the Servicing Agreement with
respect to the Assigned Loans as follows:
(a)
The following definitions are added to Section 1.01 of the
Servicing Agreement:
Final Recovery Determination : With respect to any
defaulted Mortgage Loan or any REO Property (other than a Mortgage
Loan or REO Property repurchased by the Servicer pursuant to this
Agreement), a determination made by the Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries
which the Servicer, in its reasonable good faith judgment, expects
to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records, prepared by a
servicing officer of the Servicer, of each Final Recovery
Determination.
Monthly Advance : The aggregate of the advances
made by the Servicer on any Remittance Date pursuant to Section
3.04 of the Servicing Agreement.
Nonrecoverable Monthly Advance : Any Monthly
Advance previously made or proposed to be made in respect of a
Mortgage Loan or REO Property that, in the good faith business
judgment of the Servicer, will not, or, in the case of a proposed
Monthly Advance, would not be, ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.
Pooling and Servicing Agreement : the Pooling and
Servicing Agreement, dated as of December 1, 2006, among the
Depositor, the Trustee, the Master Servicer and the Securities
Administrator.
Report Remittance Date : Shall have the meaning
assigned thereto in Section 3.02 of this Agreement.
Securities Administrator : Wells Fargo Bank, N.A.,
or any successor thereto.
Servicing Fee Rate : 0.375% per annum for each adjustable
rate Mortgage Loan and 0.25% per annum for each fixed-rate Mortgage
Loan.
Trustee : HSBC Bank USA, National Association, or
any successor thereto.
(b)
The definition of "Depositor" in Section 1.01 of the Servicing
Agreement is hereby deleted in its entirety and replaced with the
following:
Depositor : Deutsche Alt-A Securities, Inc.
(c)
The definition of "Determination Date" in Section 1.01 of the
Servicing Agreement is hereby deleted in its entirety and
replaced
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