Recognition of the Company. 2. The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”) among the Assignor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator and the Trustee, will be the owner of the Mortgage Loans, (ii) notwithstanding anything stated to the contrary herein, the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, provided that it is understood and agreed that the Company shall look to Assignor for performance of any obligations of the Assignor that have not been assigned to Assignee and its successors as set forth herein, (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”) acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase and Warranties Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 6 of the Purchase and Warranties Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) under the Purchase and Warranties Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase and Warranties Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase and Warranties Agreement with respect to the Mortgage Loans without the prior written consent of the Master Servicer.
Recognition of the Company. 2.1 Except as covered by the provisions of this Agreement, the management of the plant and direction of the working force, including the right to hire, assign, reassign, train, promote, transfer, reduce, suspend or discharge employees for proper cause, the right to determine the means, methods and schedules of operations, the right to establish rules of conduct, the right to determine the work to be done and the work to be contracted out, the right to direct persons outside the bargaining unit to perform production work reasonably necessary in training new personnel or training existing personnel in the performance of a job or operation, or in the event of the occurrence of any emergency are vested exclusively in the Company.
Recognition of the Company. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-AM2 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of July 1, 2006 (the “Pooling Agreement”), among the Assignee, Wxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the “Master Servicer”, “
