EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT (this “ Agreement ”),
dated as of February 27, 2007, among UBS Real Estate Securities
Inc., a Delaware corporation formerly known as UBS Warburg Real
Estate Securities Inc. (“ Assignor ”), Mortgage
Asset Securitization Transactions, Inc. (“ Assignee
”), U.S. Bank National Association, as trustee (the
“Trustee”) of MASTR Adjustable Rate Mortgages Trust
2007-2 (the “Trust”), Countrywide Home Loans Servicing
LP (the “ Company ”) and Countrywide Home Loans,
Inc. (“ CHL ”):
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.
On and as of the date hereof, the
Assignor hereby conveys, sells, grants, transfers and assigns to
the Assignee all of the right, title, interest and obligations of
the Assignor (other than those rights specifically retained by the
Assignor pursuant to this Agreement and those obligations that
arise prior to the date hereof) 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 Assignor’s rights relating to the servicing
provisions as they relate to the Mortgage Loans (as specified in
Section 1(c) below), that certain Mortgage Loan Purchase and
Servicing Agreement, dated as of November 1, 2001, as amended by
the Amended and Restated Amendment Reg AB, dated as of March 1,
2006, and any other related amendments thereto (together, the
“ Servicing Agreement ”) each between the
Assignor and CHL. The servicing rights and obligations of CHL
under the Servicing Agreement, with respect to the Mortgage Loans,
have been assigned by CHL to the Company, as more specifically
described in Section 5 below. For purposes of this Agreement,
the term “Servicing Agreement” includes the related
purchase confirmation, any separate bill of sale, assignment and
conveyance or other instrument pursuant to which CHL 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.
c.
The Assignor specifically reserves and
does not assign to the Assignee hereunder those rights under the
Servicing Agreement that do not relate to Assignor’s rights
relating to the servicing provisions of the Servicing Agreement
with respect to the Mortgage Loans (including without limitation,
the representations and warranties made by CHL and the document
delivery requirements of CHL and the remedies (including
indemnification) available for breaches thereof).
d.
The Assignor specifically reserves and
does not assign to the Assignee hereunder any prepayment penalties
received on the Mortgage Loans that are required to be paid to the
Assignor (and not entitled to be retained by the Company as
additional servicing compensation) under the Servicing
Agreement.
Representations and Warranties of the
Company and CHL:
2.
CHL and the Company, as delineated below,
warrant and represent to, and covenant with, the Assignor and the
Assignee as of the date hereof:
a.
Attached hereto as Exhibit B is a copy of
the servicing provisions of the Servicing Agreement, which
agreement is in full force and effect as of the date hereof, except
as otherwise provided herein. Neither CHL nor the Company has
waived or agreed to any waiver under, or agreed to any amendment or
other modification of the Servicing Agreement in any material
respect. Neither CHL nor the Company has any knowledge of, and has
not received notice of, any waivers under or amendments or other
modifications of, or assignments of rights or obligations under the
Servicing Agreement (other than the assignment of rights as
contemplated herein and the assignment of the servicing rights and
obligations under the Servicing Agreement from CHL to the Company
pursuant to an assignment agreement dated November 1, 2001), nor
has any notice of termination been given thereunder;
b.
Pursuant to Section 12 of the Servicing
Agreement, CHL hereby represents and warrants, for the benefit of
the Assignor, the Assignee and the Trust, that the representations
and warranties set forth in Section 7.01 of the Servicing
Agreement, except with respect to Section 7.01 (ix), are true and
correct in all material respects on the date hereof as if such
representations and warranties were made on the date hereof and the
Company represents and warrants to the Assignee and the Trust, that
as of the date hereof the Company has serviced the Mortgage Loans
in accordance with the Servicing Agreement;
c.
The Company and CHL 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;
d.
Each of the Company and CHL 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 each of the Company’s
and CHL’s business and will not conflict with, or result in a
material breach of, any of the terms, conditions or provisions of
each of the Company’s and CHL’s respective
organizational documents or any legal restriction, or any material
agreement or instrument to which each of the Company and CHL 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 each of
the Company or CHL or its property is subject. The execution,
delivery and performance by each of the Company and CHL of this
Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary
action on part of the Company and CHL. This Agreement has been duly
executed and delivered by each of the Company and CHL, 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 and CHL, enforceable against the Company
and CHL 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;
e.
No consent, approval, order or
authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by each of
the Company and CHL in connection with the execution, delivery or
performance by each of the Company and CHL of this Agreement, or
the consummation by it of the transactions contemplated
hereby;
f.
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;
g.
There is no action, suit, proceeding or
investigation pending or, to the Company’s knowledge,
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;
h.
If any Mortgage has been recorded in the
name of Mortgage Electronic Registration System, Inc. (“
MERS ”) or its designee, the Company shall take all
actions as are necessary to cause MASTR Adjustable Rate Mortgages
Trust 2007-2 to be shown as the owner of the related Mortgage Loan
on the record of MERS for the purpose of the system of recording
transfers of beneficial ownership of mortgage maintained by
MERS;
i.
The Company is an approved servicer for
FNMA or FHLMC in good standing and is a mortgagee approved by the
Secretary of Housing and Urban Development (“ HUD
”). No event has occurred, including but not
limited to a change in insurance coverage, which would make the
Company unable to comply with FNMA, FHLMC or HUD eligibility
requirements or which would require notification to FNMA, FHLMC or
HUD; and
j.
The Company does not believe, nor does it
have any reason or cause to believe, that it cannot perform each
and every covenant contained in this Agreement or the Servicing
Agreement.
Representations and Warranties of the
Assignor
3.
The Assignor warrants and represents to,
and covenants with, CHL, the Company and the Assignee as of the
date hereof:
a.
The Assignor is a corporation duly
organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, and has all requisite
corporate power and authority to acquire, own and transfer the
Mortgage Loans;
b.
The Assignor has full corporate power and
authority to execute, deliver and perform 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 of the
Assignor of this Agreement, and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary corporate action of the Assignor. This Agreement
has been fully and duly executed and delivered by the Assignor and
constitutes the valid and legally binding obligation of the
Assignor enforceable against the Assignor in accordance with its
respective terms;
c.
There is no action, suit, proceeding,
investigation or litigation pending or, to the Assignor’s
knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to the Assignor, would adversely
affect (i) the sale of the Mortgage Loans to the Assignee, (ii) the
execution, delivery or enforceability of this Agreement, or (iii)
the Assignor’s ability to perform its obligations under this
Agreement or the Servicing Agreement, as applicable;
d.
The Assignor is the lawful owner of the
Mortgage Loans with the full right to transfer the Mortgage Loans
and any and all of its interests, rights and obligations under the
Servicing Agreement (as contemplated by this Agreement) free and
clear from any and all claims and encumbrances whatsoever 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 Assignor’s
interests, rights and obligations under the Servicing Agreement (as
contemplated by this Agreement) with respect to the Mortgage Loans,
free and clear of all liens, claims and encumbrances;
and
e.
The Assignor has not waived or agreed to
any waiver under, or agreed to any amendment or other modification
of, the Servicing Agreement or the Mortgage Loans, including
without limitation the transfer of the servicing obligations under
the Servicing Agreement. The Assignor has no knowledge of,
and has not received notice of, any waivers under or amendments or
other modifications of, or assignments of rights or obligations
under, the Servicing Agreement or the Mortgage Loans.
Recognition by the Company of the
Trustee and the Trust Administrator:
4.
The Company hereby recognizes that the
Mortgage Loans will be transferred by the Assignee to the Trustee
for the Trust in a securitization transaction pursuant to a Pooling
and Servicing Agreement, dated as of February 1, 2007 (the “
Pooling Agreement ”), among the Assignee, the
Assignor, the Trustee and Wells Fargo Bank, N.A. (“ Wells
Fargo ”), as master servicer (the “ Master
Servicer ”), trust administrator (the “ Trust
Administrator ”), custodian (the “Custodian”)
and credit risk manager. From and after the date hereof, the
Company and the Trustee acknowledge and agree that (A) the
Trustee will be the owner of the Mortgage Loans on behalf of MASTR
Adjustable Rate Mortgages Trust 2007-2 (the “ Trust
”), and Wells Fargo, will be the Master Servicer, Trust
Administrator and a Custodian of the Mortgage Loans, (B) the
Company shall look solely to the Trustee, on behalf of the Trust
for performance of any obligations pursuant to this Agreement and
the Servicing Agreement insofar as they relate to the Mortgage
Loans, (C) the Trustee, on behalf of the Trust, agrees to assume
all obligations of the “Purchaser” under this Agreement
and the Servicing Agreement with respect to the Mortgage Loans and
(D) the Mortgage Loans will be part of a “real estate
mortgage investment conduit” within the meaning of Section
860D of the Code (“ REMIC ”), and the Company
shall service the Mortgage 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).
It is understood that the Company shall not be obligated to
defend and indemnify and hold harmless the Master Servicer, the
Trustee, the Assignor and the Assignee against any losses, damages,
penalties, fines, forfeitures, judgments and any related costs
including, without limitation, reasonable and necessary legal fees,
resulting from (i) actions or inactions of the Company which were
taken or omitted upon the instruction or direction of the Master
Servicer or Trustee, as applicable, or (ii) the failure of the
Master Servicer or the Trustee, as applicable, to perform the
obligations of the Assignor with respect to the servicing
provisions of the Servicing Agreement. 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, CHL, the Assignor, the Assignee nor the Trustee 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 Mortgage Loans, except by an instrument in writing signed by
the Company, CHL and the Trustee.
5.
CHL Assignment and
Guarantee.
a.
CHL and the Company hereby
represent and warrant that, pursuant to Section 24 of the Servicing
Agreement, CHL has assigned, with respect to the Mortgage Loans,
its rights and obligations as servicer under the Servicing
Agreement to the Company pursuant to an assignment agreement dated
November 1, 2001, as the same may be amended or supplemented from
time to time (the “ CHL Assignment ”). The
Company hereby represents and warrants that, pursuant to the CHL
Assignment, it is currently obligated to perform all of the duties
and obligations and may exercise any of the rights of the servicer
under the Servicing Agreement.
b.
Pursuant to Section 24 of the Servicing
Agreement, CHL hereby guarantees, with respect to the Mortgage
Loans, all of the obligations (including, without limitation,
payment and performance obligations) of the Company as servicer
under the Servicing Agreement.
c.
CHL and the Company hereby agree that the
Trustee and the Master Servicer may rely on this Agreement as
sufficient evidence of the Company’s role as Servicer under
the Servicing Agreement by virtue of the CHL Assignment and may
(without production of the CHL Assignment) look solely to this
Agreement and the Servicing Agreement to enforce the servicing
obligations of the Company under the Servicing Agreement and the
guarantee obligations of CHL under clause (b) of this
Section.
d.
Each of CHL and the Company hereby
acknowledge and agree that Assignor and Assignee have each entered
into this Agreement in reliance on the provisions of this Section
5, and each of CHL and the Company agree that it is estopped from
asserting the (i) non-existence or invalidity of, either the CHL
Assignment or CHL’s guaranty under clause (b) of this
Section, (ii) the inconsistency of this Agreement with the CHL
Assignment, or any other guaranty by CHL of the Company’s
obligations under the Servicing Agreement that may exist, or (iii)
the unenforceability of the CHL Assignment or CHL’s guaranty
under clause (b) of this Section, as a defense to such
party’s performance under this Agreement, the Servicing
Agreement or the CHL Assignment.
Modification of the Servicing
Agreement
6.
Only insofar as it relates to the
Mortgage Loans, the Company and the Assignor hereby amend the
Servicing Agreement as follows:
(i)
The following paragraph is added
immediately following the last paragraph of Section 4.04 of Exhibit
9:
“Custodial Accounts shall be
Eligible Accounts and funds on deposit in the Custodial Account
shall, if invested, only be invested in Permitted
Investments.”
(ii)
The definition of Eligible Account is
hereby deleted in its entirety and replaced by the
following:
Eligible Account
: Any of (i)&nb
