EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT (this “ Agreement ”),
dated as of October 27, 2006, among SunTrust Asset Funding, LLC
(the “ Assignor ”), UBS Real Estate Securities
Inc. (the “ Assignee ”), and SunTrust Mortgage,
Inc. (the “ Company ”):
For good and valuable consideration the
receipt and sufficiency of which hereby are acknowledged, and of
the promises and mutual covenants herein contained, the parties
hereto hereby agree as follows:
1.
a.
The Assignor hereby conveys, sells,
grants, transfers and assigns to the Assignee all of the right,
title and interest (other than those rights specifically retained
by the Assignor pursuant to this Agreement) of the Assignor, in, to
and under (a) those certain Mortgage Loans listed on
Exhibit A attached hereto (the “ Mortgage Loans
”) and (b) that certain Seller’s, Purchase, Warranties
and Servicing Agreement, dated as of November 1, 2005, as
amended by the Regulation AB Compliance Addendum, dated as of
September 1, 2006 (together, the “ Servicing Agreement
”) each between the Assignor and the Company, a copy of each
of which is attached hereto as Exhibit B. For purposes of
this Agreement, the term “Servicing Agreement” includes
any separate commitment letter, purchase price and terms letter,
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.
b.
The Assignor specifically reserves and
does not assign to the Assignee hereunder any and all right, title
and interest in, to and under and all obligations of the Assignor
with respect to any mortgage loans subject to the Servicing
Agreement which are not the Mortgage Loans set forth on Exhibit A
attached hereto and are not the subject of this
Agreement.
2.
The Assignor warrants and represents to,
and covenants with, the Assignee and the Company as of the date
hereof:
a.
Attached hereto as Exhibit B is a true
and accurate copy of the Servicing Agreement, which 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.
The Assignor was the lawful owner of the
Mortgage Loans with full right to transfer the Mortgage Loans and
any and all of its interests, rights and obligations under the
Servicing Agreement as they relate to the Mortgage Loans, free and
clear from any and all claims and encumbrances; and upon the
transfer of the Mortgage Loans to the Assignee as contemplated
herein, the Assignee shall have good title to each and every
Mortgage Loan, as well as any and all of the Assignee’s
interests, rights and obligations under the Servicing Agreement as
they relate to the Mortgage Loans, free and clear of any and all
liens, claims and encumbrances;
c.
There are no offsets, counterclaims or
other defenses available to the Company with respect to the
Mortgage Loans or the Servicing Agreement;
d.
The Assignor has no knowledge of, and has
not received notice of, any waivers under, or any modification of,
any Mortgage Loan;
e.
The Assignor is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its organization, and has all requisite power and authority to
acquire, own and sell the Mortgage Loans;
f.
The Assignor has full power and authority
to execute, deliver and perform its obligations under this
Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this 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 organizational
documents 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 Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary action on the part of the Assignor. This 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 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;
g.
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 connection with the execution, delivery or performance
by the Assignor of this Agreement, or the consummation by it of the
transactions contemplated hereby. Neither the Assignor nor anyone
acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Mortgage Loans or any interest in the
Mortgage Loans, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Mortgage Loans, or any interest
in the Mortgage Loans or otherwise approached or negotiated with
respect to the Mortgage Loans, or any interest in the Mortgage
Loans with any Person in any manner, or made any general
solicitation by means of general advertising or in any other
manner, or taken any other action which would constitute a
distribution of the Mortgage Loans under the Securities Act of
1933, as amended (the “ 1933 Act ”) or which
would render the disposition of the Mortgag
