EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT (this “ Agreement ”) dated
as of January 29, 2007, among UBS Real Estate Securities Inc., a
Delaware corporation (the “ Assignor ” or the
“ Purchaser ”), Mortgage Asset Securitization
Transactions, Inc. (the “ Assignee ”) and Wells
Fargo Bank, N.A. (the “ Company ”).
In consideration of mutual promises
contained herein, the parties hereto agree that those certain
mortgage loans (the “ Assigned Loans ”) listed
on Attachment 1 hereto (the “ Assigned Loan Schedule
”), and, solely with respect to the servicing provisions as
they relate to the Assigned Loans (as specified in Section 1.02
below), that certain Amended and Restated Servicing Agreement,
dated as of November 1, 2005, between the Assignor and the Company
(the “ Servicing Agreement ”), shall be assigned
to Assignee in accordance with the terms of this Agreement.
For purposes of this 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 meaning ascribed to them in the Servicing
Agreement.
Section 1.01
Assignor hereby conveys, sells, grants,
transfers and assigns to Assignee all of the right, title and
interest (other than those rights specifically retained by the
Assignor pursuant to this Agreement) of Assignor in the Assigned
Loans and, as they relate to the Assigned Loans, all of its right,
title and interest in, to and under the Servicing Agreement, solely
with respect to the servicing provisions thereof as they relate to
the Assigned Loans (as specified in Section 1.02 below).
Assignor specifically reserves and does not assign to
Assignee any right, title and interest in, to or under or any
obligation with respect to any mortgage loans subject to the
Servicing Agreement other than those specifically set forth on
Attachment 1 hereto.
Section 1.02
The Assignor specifically reserves and
does not assign to the Assignee hereunder those rights under the
Servicing Agreement that do not relate to the servicing of the
Assigned Loans. The Assignor and the Assignee desire that the
Company continue to service the Assigned Loans in accordance with
the Servicing Agreement and the Company has agreed to do
so.
Section 2.01
Company warrants and represents to, and
covenants with, Assignor and Assignee as of the date
hereof:
(i)
Attached hereto as Attachment 2 is a
true and accurate copy of the Servicing Agreement, and the
Servicing Agreement is in full force and effect as of the date
hereof and its provisions have not been waived, further amended or
modified in any respect, nor has any notice of termination been
given thereunder;
(ii)
Company is a national banking
association, validly existing and in good standing under the laws
of the United States, and has all requisite power and authority to
perform its obligations under the Servicing Agreement;
(iii)
Company has full power and authority to
execute and deliver 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 Company’s business and will not conflict with, or
result in a breach of, any of the terms, conditions or provisions
of Company’s articles of association or by-laws 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 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 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 the effect of insolvency, liquidation, conservatorship and other
similar laws administered by the Federal Deposit Insurance
Corporation affecting the enforcement of contract obligations of
insured banks;
(iv)
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 Agreement, or the consummation by it of the
transactions contemplated hereby;
(v)
There is no action, suit, proceeding or
investigation pending or threatened against the Company, before any
court, administrative agency or other tribunal, which would draw
into question the validity of this Agreement or the Servicing
Agreement, or which, either in any one instance or in the
aggregate, would result in any material adverse change in the
ability of the Company to perform its obligations under this
Agreement or the Servicing Agreement. The Company is solvent;
and
(vi)
The Company agrees to make all the
representations and warranties regarding the Company set forth in
Section 3.01 of the Servicing Agreement as of the date
hereof.
Section 2.02
The Company hereby recognizes that the
Assigned Loans will be transferred by the Assignee to U.S. Bank
National Association, as Trustee for the holders of MASTR
Alternative Loan Trust 2007-1 (including its successors in interest
and any successor trustee under the Pooling Agreement defined
below, the “ Trustee ”) in a securitization
transaction pursuant to a Pooling and Servicing Agreement, dated as
of January 1, 2007 (the “ Pooling Agreement ”),
among the Assignee, the Assignor, the Trustee and Wells Fargo Bank,
N.A., as master servicer (the “ Master Servicer
”), trust administrator (the “ Trust
Administrator ”) and as custodian (the “
Custodian ”). From and after the date hereof,
the Company acknowledges and agrees that (A) the Trustee will
be the owner of the Assigned Loans on behalf of MASTR Alternative
Loan Trust 2007-1 (the “ Trust ”), and Wells
Fargo Bank, N.A., will be the Master Servicer, Trust Administrator
and Custodian of the Assigned Loans, (B) the Company shall
look solely to the Trustee and the Trust Administrator, on behalf
of the Trust, for performance of any obligations of the Assignor
insofar as they relate to the Assigned Loans, (C) the
Assigned Loans will be part of a “real estate mortgage
investment conduit” within the meaning of Section 860D of the
Code (the “ REMIC ”), and the Company shall
service the Assigned Loans and any real property acquired upon
default thereof (including, without limitation, making or
permitting any modification, waiver or amendment of any term of any
Mortgage Loan) in accordance with the Servicing Agreement but in no
event in a manner that would (i) cause the REMIC to fail to
qualify as a REMIC or (ii) result in the imposition of a tax
upon the REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code, the tax
on contributions to a REMIC set forth in Section 860G(d) of the
Code, and the tax on “net income from foreclosure
property” as set forth in Section 860G(c) of the Code) and
(D) if any Mortgage has been recorded in the name of MERS or its
designee, the Company shall take all actions as are necessary to
cause MASTR Alternative Loan Trust 2007-1 to be shown as the owner
of the related Assigned Loan on the record of MERS for the purpose
of the system of recording transfers of beneficial ownership of
mortgage maintained by MERS. It is the intention of the Assignor,
the Company and the Assignee that this Agreement shall be binding
upon and for the benefit of the respective successors and assigns
of the parties hereto. Neither 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.
Section 3.01
Assignor hereby covenants to promptly
deliver to the Assignee or its designee any Assigned Loan document
received by the Assignor from the Company with respect to the
Assigned Loans.
Section 3.02
The parties hereto acknowledge that
Assignee will acquire the Assigned Loans for the purpose of
assigning such Assigned Loans to the Trustee for the Trust, for the
benefit of the related certificateholders on the date hereof.
Assignor and Company hereby acknowledge and consent to the
assignment by Assignee to the Trustee, on behalf of the Trust of
all of Assignee’s rights against the Company and to the
enforcement or exercise of any right or remedy against the Company
by Assignee. Such enforcement of a right or remedy by the
Trustee, on behalf of the Trust, shall have the same force and
effect as if the right or remedy had been enforced or exercised by
Assignee directly.
Section 3.03
Only insofar as it relates to the
Assigned Loans, the parties hereto hereby amend the Servicing
Agreement as follows:
(i)
The following phrase is added immediately
following the second sentence of the first paragraph of Section
4.04 of the Servicing Agreement:
“and such
Custodial Account shall also be an Eligible
Account.”
(ii)
The following definition is added to
Article I of the Servicing Agreement immediately following the
definition of “Effective Date”:
Eligible
Account : Any of
(i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term
unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such
holding company) have the highest short-term ratings of each Rating
Agency at the time any amounts are held on deposit therein, or
(ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to
the limits established by the FDIC) and the uninsured deposits in
which accounts are otherwise secured such that, as evidenced by an
Opinion of Counsel delivered to the Trustee, the Trust
Administrator and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or
creditors of the depository institution or trust company in which
such account is maintained, or (iii) a non-interest bearing
segregated trust account or accounts maintained with (a) the
trust department of a federal or state chartered depository
institution or (b) a trust company, acting in its fiduciary
capacity or (iv) any other account acceptable to each Rating
Agency. Eligible Accounts may bear interest, and may include,
if otherwise qualified under this definition, accounts maintained
with the Trustee.
(iii)
The following definitions are added to
Article I of the Servicing Agreement immediately following the
definition of “Master Servicer”:
MERS
:
Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, or any successor in interest thereto.
MERS
System : The
system of recording transfers of mortgages electronically
maintained by MERS.
(iv)
The definition of “Remittance
Date” is hereby deleted in its entirety and replaced by the
following:
Remittance
Date : The 18th
day (or if such 18th day is not a Business Day, the first Business
Day immediately preceding) of any month, commencing in February
2007.
(v)
Section 4.01 of the Servicing Agreement
(“Servicer to Act as Servicer”) is hereby deleted in
its entirety and replaced by the following:
The
Servicer, as an independent contractor, shall service and
administer the Mortgage Loans and shall have full power and
authority, acting alone or through the utilization of a Subservicer
or a Subcontractor, to do any and all things in connection with
such servicing and administration which the Servicer may deem
necessary or desirable, consistent with the terms of this Agreement
and with Accepted Servicing Practices. The Servicer shall be
responsible for any and all acts of a Subservicer and a
Subcontractor, and the Servicer’s utilization of a
Subservicer or a Subcontractor shall in no way relieve the
liability of the Servicer under this Agreement.
Consistent with
the terms of this Agreement, the Servicer may waive, modify or vary
any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Servicer's reasonable and
prudent determination such waiver, modification, postponement or
indulgence is not materially adverse to the Owner, provided,
however, the Servicer shall not make any future advances, other
than Servicing Advances, with respect to a Mortgage Loan.
Unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer,
imminent, the Servicer shall not permit any modification with
respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer or forgive the payment of principal (except
for actual payments of principal) or change the final maturity date
on such Mortgage Loan. In the event that no default exists or
is imminent, the Servicer shall request written consent from the
Owner to permit such a modification and the Owner shall provide
written consent or notify the Servicer of its objection to such
modification within three (3) Business Days of its receipt of the
Servicer's request. In the event of any such modification
which permits the deferral of interest or principal payments on any
Mortgage Loan, the Servicer shall, on the Business Day immediately
preceding the Remittance Date in any month in which any such
principal or interest payment has been deferred, deposit in the
Custodial Account from its own funds, in accordance with Section
5.03, the difference between (a) such month's principal and one
month's interest at the Mortgage Loan Remittance Rate on the unpaid
principal balance of such Mortgage Loan and (b) the amount paid by
the Mortgagor. The Servicer shall be entitled to
reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 5.03. Without limiting the
generality of the foregoing, the Servicer shall continue, and is
hereby authorized and empowered, to execute and deliver on behalf
of itself and the Owner, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all
other comparable instruments, with respect to the Mortgage Loans
and with respect to the Mortgaged Properties. If reasonably
required by the Servicer, the Owner shall furnish the Servicer with
any powers of attorney and other documents necessary or appropriate
to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.
In
servicing and administering the Mortgage Loans, the Servicer shall
employ procedures (including collection procedures) and exercise
the same care that it customarily employs and exercises in
servicing and administering mortgage loans for its own account,
giving due consideration to Accepted Servicing Practices where such
practices do not conflict with the requirements of this Agreement,
and the Owner's reliance on the Servicer.
The
Servicer is authorized and empowered by the Owner, in its own name,
when the Servicer believes it appropriate in its reasonable
judgment to register any Mortgage Loan on the MERS System, or cause
the removal from MERS registration of any Mortgage Loan on the MERS
System, to execute and deliver, on behalf of the Owner, any and all
instruments of assignment and other comparable instruments with
respect to such assignment or re-recording of a Mortgage in the
name of MERS, solely as nominee for the Owner and its successors
and assigns.
(vi)
The second paragraph of Section 5.01
(“Remittances”) of the Servicing Agreement is hereby
deleted in its entirety and replaced by the following:
With
respect to any remittance received by the Owner after the Business
Day on which such payment was due, the Servicer shall pay to the
Owner interest on any such late payment at an annual rate equal to
the Prime Rate, adjusted as of the date of each change, plus three
(3) percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Servicer on the date such
late payment is made and shall cover the period commencing with the
Business Day on which such payment was due and ending with the
Business Day on which such payment is made, both inclusive.
Such interest shall be remitted along with the distribution
payable on the next succeeding Remittance Date. The payment
by the Company of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default
by the Company.
(vii)
Section 5.02 (“Statements to the
Purchaser”) of the Servicing Agreement is hereby deleted in
its entirety and replaced by the following:
On or
before the tenth calendar day of each month (or if such day is not
a Business Day, the immediately preceding Business Day), the
Servicer shall furnish to the Owner or its designee a delinquency
report in the form set forth in Exhibit G-1, a monthly remittance
advice in the form set forth in Exhibit G-2, and a realized loss
report in the form set forth in Exhibit G-3, each in a mutually
agreeable electronic format, as to the latest Due Period, together
with such other information with respect to the Mortgage Loans as
the Purchaser may reasonably require to allocate distributions made
pursuant to this Agreement and to provide appropriate statements in
connection therewith.
(viii)
Exhibits G-1, G-2 and G-3 to the
Servicing Agreement are hereby added immediately following Exhibit
F, substantially in the form of Attachment 3 to this
Agreement.
(ix)
The following parenthetical is hereby
added to the second paragraph of Section 6.02 of the Servicing
Agreement immediately following the words “by the
Mortgage”:
“(other
than as a result of a modification of the Mortgage pursuant to this
Agreement or a liquidation of the Mortgaged Property pursuant to
the terms of this Agreement)”
(x)
Section 6.04(i) to the Servicing
Agreement is hereby deleted in its entirety.
(xi)
The words “ the Owner or Master
Servicer” and “the Owner, any Master Servicer and such
Depositor” in Section 6.04 of the Servicing Agreement are
replaced by the words “the Master
Servicer”.
(xii)
Section 6.05 to the Servicing Agreement
is hereby deleted in its entirety.
(xiii)
Section 6.06(c) to the Servicing
Agreement is hereby deleted in its entirety.
(xiv)
The words “ the Owner, any Master Servicer
and any Depositor” and “the Owner, such Master
Servicer and such Depositor” in Section 6.06 of the Servicing
Agreement are replaced by the words “the Master
Servicer”.
(xv)
Exhibit E to the Servicing Agreement is
hereby deleted in its entirety and replaced by a new Exhibit E,
substantially in the form of Attachment 4 to this
Agreement.
Section 4.01
All demands, notices and communications
related to the Assigned Loans, the Servicing Agreement and this
Agreement shall be in writing and shall be deemed to have been duly
given if sent by facsimile or personally delivered or mailed by
registered mail, postage prepaid, as follows:
In the case of Company,
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa
50328-001
Attention: John B. Brown, MAC
X2302-033
Facsimile: (515)
324-3118
With a copy to,
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: General Counsel MAC
X2401-06T
Facsimile: (515) 213-5192
In the case of Assignee,
Mortgage Asset Securitization
Transactions, Inc.
1285 Avenue of the Americas
New York, NY 10019
Attention: Legal
Department
Telephone No.:
(212) 713-2000
In the case of Assignor,
UBS Real Estate Securities
Inc.
1285 Avenue of the Americas, 11th
Floor
New York, NY 10021
Attention: Christopher G.
Schmidt
Telephone No.: (212)
713-6049
Facsimile No.: (212)
713-2080
Section 4.02
Distributions shall be made by wire
transfer of immediately available funds to Wells Fargo Bank, N.A.,
ABA #121-000-248, for credit to SAS Clearing; Account: 3970771416,
for further credit to account # 50982300. Applicable
statements should be mailed to Wells Fargo Bank, N.A., 9062 Old
Annapolis Road, Columbia, Maryland. 21045-1951, Attn: Client
Manager, MALT 2007-1.
Section 4.03
Each party will pay any commissions it
has incurred and the reasonable fees of its attorneys in connection
with the negotiations for, documenting o
