ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this Agreement), dated as of October 27, 2006, among UBS Real Estate Securities Inc. (the Assignor), Mortgage Asset Securitization Transactions, Inc. (the Assignee), and SunTrust Mortgage, Inc. (the Company or Seller):

WHEREAS, the Company is currently servicing the mortgage loans identified on Exhibit A attached hereto (the Mortgage Loans) for the Assignor pursuant to a certain Sellers, 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 (the Purchase Agreement); and

WHEREAS, the Assignor, the Assignee and the Company desire that, from and after the date hereof, (i) the Mortgage Loans be serviced in accordance with the terms and conditions of that certain Amended and Restated Purchase, Warranties and Servicing Agreement dated as of December 1, 2004, as amended by Amendment Number One, dated as of July 1, 2005, as further amended by Amendment Number Two, dated as of February 28, 2006, and as further amended by Amendment Number Three, dated as of April 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 and (ii) the Servicing Agreement shall replace the Purchase Agreement pursuant to which the Company is currently servicing the Mortgage Loans.

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) the Mortgage Loans and (b) solely with respect to the servicing provisions as they relate to the Mortgage Loans (as limited in Section 1(c) below), 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 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 Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof:

a.

The Company hereby restates as of the date hereof for the benefit of the Assignee all the representations and warranties in Section 3.01 of the Servicing Agreement and with respect to Section 3.02 of the Servicing Agreement, those representations and warranties that pertain to the continuing obligations of the Company, as Servicer (as defined in the Servicing Agreement), with the same effect under such Servicing Agreement as if such representations and warranties had been made as of the date hereof;

b.

The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trustee in connection with any breach of the representations and warranties made by the Company set forth in this Agreement shall be as set forth in Section 3.03 of the Servicing Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein);

c.

The Company 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 service the Mortgage Loans and otherwise to perform its obligations under this Agreement;

d.

The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and has full power and authority to perform its obligations under this Agreement.  The execution by the Company of this Agreement is in the ordinary course of the Companys business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Companys 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 has 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;

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