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 ”
and “ Purchaser ”), Mortgage Asset
Securitization Transactions, Inc., a Delaware corporation (the
“ Assignee ”), and Wachovia Mortgage Corporation
(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, as
Purchaser, in, to and under (a) those certain Mortgage Loans
listed on Exhibit A attached hereto (the “ Mortgage
Loans ”) and (b) solely with respect to the
servicing provisions as they relate to the Mortgage Loans (as
specified in Section 1(c) below), that certain Amended and Restated
Master Loan Purchase and Servicing Agreement dated as of May 1,
2006, by and between the Purchaser and the Company and any related
amendments thereto (the “ Servicing 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, and if not defined therein shall have the
meaning ascribed to them in the Pooling and Servicing Agreement (as
defined below).
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.
c.
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
Mortgage Loans (including without limitation, the representations
and warranties made by the Company and the document delivery
requirements of the Company and the remedies (including
indemnification) available for breaches thereof).
2.
The Assignor warrants and represents to
the Assignee and the Company as of the date hereof:
a.
The Assignor is 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;
b.
The 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 Mortgage Loans;
c.
The Assignor has full corporate 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
charter or by-laws 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 corporate action on 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;
and
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 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.
3.
The Assignee warrants and represents to,
and covenants with, the Assignor and the Company that:
a.
The Assignee is a corporation 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 purchase the Mortgage
Loans;
b.
The Assignee has full power and authority
to execute, deliver and perform under this Agreement, and to
consummate the transactions set forth herein. The execution,
delivery and performance by the Assignee of this Agreement, and the
consummation by it of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action of the
Assignee. This Agreement has been duly executed and delivered by
the Assignee and constitutes the valid and legally binding
obligation of the Assignee enforceable against the Assignee in
accordance with its respective terms;
c.
To the best of Assignee’s
knowledge, no material consent, approval, order or authorization
of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignee in
connection with the execution, delivery or performance by the
Assignee of this Agreement, or the consummation by it of the
transactions contemplated hereby; and
d.
The Assignee agrees to be bound, as
Purchaser, by all of the terms, covenants and conditions of the
Servicing Agreement and the Mortgage Loans, and from and after the
date hereof, the Assignee assumes for the benefit of each of the
Company and the Assignor all of the Assignor’s obligations as
Purchaser thereunder, with respect to the Mortgage
Loans.
4.
The Company warrants and represents to,
and covenants with, the Assignor and the Assignee 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 Company 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
service the Mortgage Loans and otherwise to perform its obligations
under the Servicing Agreement;
c.
The Company has full corporate 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 Company’s
business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of the Company’s
charter or bylaws or any legal restriction, or any material
agreement or instrument to which the 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 the Company or its
property is subject. The execution, delivery and performance by the
Company of this Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of the Company. This Agreement
has been duly executed and delivered by the Company, and, upon the
due authorization, execution and delivery by the Assignor and the
Assignee, will constitute the valid and legally binding obligation
of the Company, enforceable against the 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 the
Company in connection with the execution, delivery or performance
by the Company of this Agreement, or the consummation by it of the
transactions contemplated hereby;
e.
The Company shall establish a Custodial
Account and an Escrow Account under the Servicing Agreement in
favor of the Assignee, or its designee with respect to the Mortgage
Loans separate from the Custodial Account and Escrow Account
previously established under the Servicing Agreement in favor of
the Assignor;
f.
[Reserved]
g.
There is no action, suit, proceeding or
investigation pending 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 a
