Common use of Recognition of Assignee Clause in Contracts

Recognition of Assignee. 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 Loans without the prior written consent of the Trustee and the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that 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. Company and Servicer hereby acknowledge and consent to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.

Recognition of Assignee. From and after the date hereofClosing Date, Servicer Company 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 Agreementherein, 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 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, Servicer, 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 and, with respect to the servicing of the Assigned Loans, the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that 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. Company hereby acknowledges and Servicer hereby acknowledge and consent consents to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.

Recognition of Assignee. From and after the date hereofClosing Date, Servicer the Company 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 Agreementherein, 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 the Assignor, Company, Servicer the Company and the 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, the Company nor the 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 and, with respect to the servicing of the Assigned Loans, the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that 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. Company hereby acknowledges and Servicer hereby acknowledge and consent consents to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.

Recognition of Assignee. From and after the date hereofClosing Date, Servicer Company 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 Agreementherein, 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 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, Servicer, 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 and, with respect to the servicing of the Assigned Loans, the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that 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 CertificateholdersCertificateholders and the Insurer. Company hereby acknowledges and Servicer hereby acknowledge and consent consents to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.

Recognition of Assignee. 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 permitted successors and assigns of the parties hereto. Neither Company, Servicer, 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 materially affect the Assigned Loans without the prior written consent of the Trustee and the Master Servicer, which consent shall not be unreasonably withheldwithheld or delayed. Company and Servicer hereby acknowledges that 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. Company and Servicer hereby acknowledge and consent to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.

Recognition of Assignee. 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 Loans without the prior written consent of the Trustee and the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that 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 CertificateholdersCertificateholders and the Insurer. Company and Servicer hereby acknowledge and consent to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.

Recognition of Assignee. From and after the date hereof, Servicer Company shall recognize Assignee as owner of the Assigned Loans, and will service the Assigned Loans for Assignee as if Assignee and Company had entered into a separate servicing agreement for the servicing of the Assigned Loans in the form of the Servicing Agreement (as modified herein), the terms of which are incorporated herein by reference. 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, 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 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, Servicer, 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 Assignee. The Servicer shall indemnify and hold harmless each of the Trustee Owner, any Depositor and any Master Servicer and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master obligations of the Servicer under Sections 6.04, 6.09, 10.02 or 11.16 or the Servicer’s negligence, which consent shall not be unreasonably withheldbad faith or willful misconduct in connection therewith. Company and Servicer hereby acknowledges that pursuant to the Pooling and Servicing AgreementIn addition, the Assignee will assign all of its rights under this AAR Agreement to the Trustee for the benefit Servicer shall indemnify and hold harmless each of the Certificateholders. Company Owner, any Depositor and any Master Servicer hereby acknowledge and consent to their officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Back-Up Certification, the assignment Annual Statement of Compliance, the Assessment of Compliance, any Attestation Report or any other information provided by the Assignee of all or on behalf of the Assignee’s rights and obligations against Servicer or on behalf of any subservicer or subcontractor of the Company and Servicer pursuant to this AAR Agreement and Sections 6.04, 6.09, 10.02 or 11.16 (the “Servicer Information”), or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the enforcement or exercise statements therein, in light of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trusteecircumstances in which they were made, not misleading.

Recognition of Assignee. From and after the date hereofClosing Date, Servicer Company 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 from the Closing Date until the Servicing Transfer Date 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 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, Servicer, 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, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that pursuant 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 Certificateholderscertificateholders. In addition, Company hereby acknowledges that from and Servicer hereby acknowledge and consent after the Closing Date, the Assigned Loans will be subject to the assignment 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 Agreement, as modified by this AAR Agreement, and has the right to enforce the obligations of Company under the 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 Agreement as provided therein, the right to receive all remittances required to be made by Company with respect to the Assigned Loans under the Agreement for the Distribution Date occurring in March 2006, the right to receive all monthly reports and other data required to be delivered by Company under the Agreement with respect to the Distribution Date occurring in March 2006 (as described in Section 5 of this AAR Agreement), the right to examine the books and records of Company, the right to indemnification, and the right to exercise certain rights of consent and approval relating to actions taken by Company. In connection therewith, Company shall (i) on the Distribution Date occurring in March 2006, remit to the Master Servicer, in accordance with the wire transfer instructions set forth below, with respect to the Assigned Loans (a) all Principal Prepayments collected during the Prepayment Period relating to the March 2006 Distribution Date plus any Prepayment Interest Shortfalls payable by the Assignee of Company in connection with such Principal Prepayments, and (b) all Monthly Payments due, whether or not received, during the period commencing on February 1, 2006 and ending on March 1, 2006; and (ii) on the Servicing Transfer Date, remit to the Servicer, in accordance with the wire transfer instructions set forth below, with respect to the Assigned Loans (a) all Principal Prepayments in full collected during the portion of the Assignee’s rights Prepayment Period occurring from the 16th day of the month preceding the month of the Servicing Transfer Date and obligations against ending on the last day of such month and all Principal Prepayments in part collected during the month preceding the month of the Servicing Transfer Date, plus any Prepayment Interest Shortfalls payable by the Company in connection with such Principal Prepayments, and (b) all Monthly Payments collected by the Company during the related Due Period. In addition, Company shall provide to the Servicer a file, in a format mutually acceptable to the Company and the Servicer, setting forth the scheduled principal balance as of April 1, 2006 for each of the Assigned Loans. ACE Securities Corp. 2006-HE1 Distribution Account Xxxxx Fargo Bank, National Association ABA # 000-000-000 Account Name: SAS Clearing Account # 0000000000 For Further Credit to: ACE 2006-HE1 Account Number 00000000 Company shall make all remittances required to be made to the Servicer pursuant to this AAR Agreement and the foregoing provisions with respect to the enforcement or exercise of any right or remedy against Assigned Loans in accordance with the Company or Servicer pursuant to this AAR Agreement by the Trustee.following wire transfer instructions: Xxxxx Fargo Bank, N.A. San Francisco, California Acct # 7028209 Acct Name: Service Holding ABA #000000000 Attention: Xxxxxx Xxxxxx, Investor Services

Recognition of Assignee. From and after the date hereof, Servicer Company shall recognize Assignee as owner of the Assigned Mortgage Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Mortgage Loans in accordance with the Flow Servicing Agreement, as modified amended by this the AAR Agreementand Section 8 hereof, but in no event in a manner that would the terms of which are incorporated herein by reference. The Company acknowledges and consents to (i) cause the assignment by the Assignor to the Assignee of all of the Assignor's rights against the Company pursuant to the Wxxxx Fargo Agreements and to the enforcement or exercise of any REMIC right or remedy against the Company pursuant to fail to qualify the Wxxxx Fargo Agreements as a REMIC or assigned by the Assignor and (ii) result in the imposition assignment by the Assignee to the Indenture Trustee of such rights and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Master Servicer acting pursuant to the Sale and Servicing Agreement against the Company pursuant to this Assignment and Assumption Agreement as assigned by the Assignee. Such enforcement of a tax upon any REMIC (including but not limited to right or remedy by the tax on prohibited transactions Assignee, the Master Servicer or the Indenture Trustee, as defined in Section 860F(a)(2) of applicable, shall have the Code same force and effect as if the tax on contributions to a REMIC set forth in Section 860G(d) of right or remedy had been enforced or exercised by the Code)Assignor directly. It is the intention of Assignor, Company, Servicer Company and Assignee that this AAR Assignment and Assumption Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company, Servicer, Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement Wxxxx Fargo Agreements (except as is specified in this Assignment and Assumption Agreement) which amendment, modification, waiver or other alteration would in any way affect the Assigned Mortgage Loans without the prior written consent of the Trustee and the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that 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. Company and Servicer hereby acknowledge and consent to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.

Recognition of Assignee. Subject to the provisions of Section 8 hereof, from and after the date hereof, the Company shall note the transfer of the Mortgage Loans to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Mortgage Loans and the Company shall service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference, as modified by this AAR Agreement. It is the intention of the Assignor, the Company and the Assignee that the Agreements shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns. The Assignee’s address for purposes of all notices and correspondence related to the Mortgage Loans and the Agreements is: Alesco Loan Holdings Trust 2000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attention: Jxxx Xxxxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 From and after the date hereof, Servicer shall recognize Assignee as owner of the Assigned Loans, remittances 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 payments related to the tax on prohibited transactions as defined Mortgage Loans shall be made to Assignor pursuant to the wire instructions provided in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code8(D). It is the intention of Assignor, Company, Servicer and The Company shall also furnish to 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 a monthly remittance advice pursuant to amend, modify, waive, or otherwise alter any of the terms or provisions Section 5.02 of the Servicing Agreement which amendmentto the above address. The Assignee shall forward a copy of such reports to the Assignor, modificationby e-mail transmission, waiver or other alteration would in upon receipt thereof at any way affect time that any Mortgage Loans are subject to the Assigned Loans without the prior written consent terms of the Trustee and the Master Servicer, which consent shall not be unreasonably withheld. Company and Servicer hereby acknowledges that pursuant to the Pooling and Servicing Repurchase Agreement, the Assignee will assign all of its rights under this AAR Agreement to the Trustee for the benefit of the Certificateholders. Company and Servicer hereby acknowledge and consent to the assignment by the Assignee of all of the Assignee’s rights and obligations against the Company and Servicer pursuant to this AAR Agreement and to the enforcement or exercise of any right or remedy against the Company or Servicer pursuant to this AAR Agreement by the Trustee.