ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This Assignment, Assumption and Recognition Agreement (this AAR Agreement) is made and entered into as of October 31, 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 Wells Fargo Bank, N.A., having an address at 1 Home Campus, Des Moines, Iowa 50328-0001 (the Servicer or the Company) and acknowledged and agreed to by HSBC Bank USA, National Association, as trustee (the Trustee) and Wells Fargo Bank, N.A., as master servicer, (the Master Servicer).

WHEREAS, the residential mortgage loans identified on the schedule annexed hereto as Attachment 1 (the Assigned Loans), which are currently serviced by the Company on behalf of the Assignor and its successors and assigns pursuant to that certain Sellers Warranties and Servicing Agreement (WFHM 2005-W100), dated as of January 1, 2006, between the Assignor and Company (the Servicing Agreement) and attached hereto as Attachment 2, shall be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase Agreement, dated as of October 31, 2006 (the MLPA), between the Assignor and the Assignee; and

WHEREAS, the Assignee intends to transfer all right, title and interest in and to the Assigned Loans to the Trustee for the holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR5 Mortgage Pass-Through Certificates (the Certificateholders), pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2006 (the Pooling and Servicing Agreement) among the Assignee, as depositor, the Trustee and Wells Fargo Bank, N.A., as  Master Servicer and as securities administrator.  

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree that from and after the Closing Date, the Servicer shall service the Assigned Loans on behalf of the Assignee and its successors and assigns in accordance with the terms and provisions of the Servicing Agreement, as modified by this AAR Agreement.  For purposes of this AAR Agreement, the term Servicing Agreement includes any separate bill of sale, letter, assignment and conveyance or other instrument pursuant to which Company and Assignor effectuated the purchase and sale of any Mortgage Loan following the execution and delivery of the Servicing Agreement. 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 the Servicing Agreement, as it relates to any mortgage loans other than the Assigned Loans.  The Assignor reserves the right to enforce the representations and warranties, indemnification and other remedies contained in Section 3.03 of the Servicing Agreement against the Servicer for any events or circumstances occuring prior to the Closing Date.

Representations, Warranties and Covenants

2.

Assignor warrants and represents to Assignee and Servicer 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, except as set forth herein, 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 and rights under the Servicing Agreement as they relate to the Assigned Loans, free and clear of 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 Assignors interests and rights 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 sell, transfer and assign 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 Assignors business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignors certificate of incorporation or bylaws 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 Servicer, 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

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