Exhibit 99.1
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MBIA
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: TBW Mortgage-Backed
Trust 2007-1
Policy No. 492470
Mortgage Pass-Through Certificates, Series 2007-1
Class A-7A Certificates
MBIA
Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate
Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and
irrevocably
guarantees to any Owner that an amount equal to each full and
complete Insured
Payment will be received by Wells Fargo Bank, National Association,
or its
successors, as trust administrator (the "Trust Administrator"), on
behalf of
The Bank of New York, or its successors, as trustee for the Owners
(the
"Trustee"), on behalf of the Owners from the Insurer, for
distribution by the
Trust Administrator to each Owner of each Owner's applicable share
of the
Insured Payment. The Insurer's obligations hereunder with respect
to a
particular Insured Payment shall be discharged to the extent funds
equal to
the applicable Insured Payment are received by the Trust
Administrator,
whether or not such funds are properly applied by the Trust
Administrator.
Insured Payments shall be made only at the time set forth in this
Policy, and
no accelerated Insured Payments shall be made regardless of any
acceleration
of the Obligations, unless such acceleration is at the sole option
of the
Insurer.
Notwithstanding the foregoing paragraph, this Policy does not
cover
shortfalls, if any, attributable to the liability of the Trust
Fund, any
REMIC, the Trustee or the Trust Administrator for withholding
taxes, if any
(including interest and penalties in respect of any such
liability). This
Policy will not provide credit enhancement for any Class of
Certificates other
than the Class A-7A Certificates.
The
Insurer will pay any Insured Payment that is a Preference Amount
on
the Business Day following receipt on a Business Day by the Fiscal
Agent (as
described below) of (i) a certified copy of the order requiring the
return of
a preference payment, (ii) an opinion of counsel satisfactory to
the Insurer
that such order is final and not subject to appeal, (iii) an
assignment in
such form as is reasonably required by the Insurer, irrevocably
assigning to
the Insurer all rights and claims of the Owner relating to or
arising under
the Obligations against the debtor which made such preference
payment or
otherwise with respect to such preference payment and (iv)
appropriate
instruments to effect the appointment of the Insurer as agent for
such Owner
in any legal proceeding related to such preference payment, such
instruments
being in a form satisfactory to the Insurer, provided that if such
documents
are received after 12:00 noon, New York City time, on such Business
Day, they
will be deemed to be received on the following Business Day. Such
payments
shall be disbursed to the receiver or trustee in bankruptcy named
in the final
order of the court exercising jurisdiction on behalf of the Owner
and not to
any Owner directly unless such Owner has returned principal or
interest paid
on the Obligations to such receiver or trustee in bankruptcy, in
which case
such payment shall be disbursed to such Owner.
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MBIA
The
Insurer will pay any other amount payable hereunder no later
than
12:00 noon, New York City time, on the later of the Distribution
Date on which
the related Deficiency Amount is due or the third Business Day
following
receipt in New York, New York on a Business Day by U.S. Bank Trust
National
Association, as fiscal agent for the Insurer or any successor
fiscal agent
appointed by the Insurer (the "Fiscal Agent") of a Notice (as
described
below); provided that if such Notice is received after 12:00 noon,
New York
City time, on such Business Day, it will be deemed to be received
on the
following Business Day. If any such Notice received by the Fiscal
Agent is not
in proper form or is otherwise insufficient for the purpose of
making claim
hereunder, it shall be deemed not to have been received by the
Fiscal Agent
for purposes of this paragraph, and the Insurer or the Fiscal
Agent, as the
case may be, shall promptly so advise the Trust Administrator and
the Trust
Administrator may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein,
will be
disbursed by the Fiscal Agent to the Trust Administrator on behalf
of the
Owners by wire transfer of immediately available funds in the
amount of the
Insured Payment less, in respect of Insured Payments related to
Preference
Amounts, any amount held by the Trust Administrator for the payment
of such
Insured Payment and legally available therefor.
The
Fiscal Agent is the agent of the Insurer only, and the Fiscal
Agent
shall in no event be liable to Owners for any acts of the Fiscal
Agent or any
failure of the Insurer to deposit, or cause to be deposited,
sufficient funds
to make payments due under this Policy.
Subject to the terms of the Agreement the Insurer shall be
subrogated to
the rights of each Owner to receive payments under the Obligations
to the
extent of any payment by the Insurer hereunder.
As
used herein, the following terms shall have the following
meanings:
"Agreement" means the Pooling and Servicing Agreement dated as
of
February 1, 2007 among Mortgage Asset Securitization Transactions,
Inc., as
D
