|
EXECUTION COPY
MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement (the " Agreement
"), dated as of October 1, 2006, is between Mortgage Asset
Securitization Transactions, Inc., a Delaware corporation (the "
Company "), and UBS Real Estate Securities Inc., a Delaware
corporation (the " Seller " or " UBSRES ").
The Company and the Seller hereby recite and agree as
follows:
1.
Defined Terms . Terms used without definition
herein shall have the respective meanings assigned to them in the
Pooling and Servicing Agreement, dated as of October 1, 2006 (the "
Pooling and Servicing Agreement "), among the Company, Wells
Fargo Bank, National Association, as Master Servicer (" Master
Servicer "), as trust administrator (" Trust
Administrator ") and as custodian, U.S. Bank National
Association, as Trustee (the " Trustee "), UBSRES, as
Transferor, and
Clayton Fixed Income Services Inc., as credit risk manager (the "
Credit Risk Manager "), relating to the issuance of the
Company’s MASTR Adjustable Rate Mortgages Trust 2006-OA2
Mortgage Pass-Through Certificates, Series 2006-OA2 (the "
Certificates ") or, if not defined therein, in the
Underwriting Agreement, dated November 14, 2006 (the "
Underwriting Agreement "), between the Company and UBS
Securities LLC (" UBS "), or in the Purchase Agreement,
dated November 15, 2006 (the " Purchase Agreement "),
between the Company and UBS.
2.
Purchase of Mortgage Loans . The Seller hereby
sells, transfers, assigns and conveys, and the Company hereby
purchases, the mortgage loans (the " Mortgage Loans "),
listed in Exhibit I.
3.
Purchase Price; Purchase and Sale . The purchase
price for the Mortgage Loans shall be payable by the Company to the
Seller on the Closing Date either (i) by appropriate notation of an
inter company transfer between affiliates of UBS or (ii) in
immediately available Federal funds wired to such bank as may be
designated by the Seller.
Upon payment of the purchase price by the Company, the Seller
shall be deemed to have transferred, assigned, set over and
otherwise conveyed to the Company all the right, title and interest
of the Seller in and to the Mortgage Loans as of the Cut-Off Date,
including all interest and principal due on the Mortgage Loans
after the Cut-Off Date (including scheduled payments of principal
and interest due after the Cut-Off Date but received by the Seller
on or before the Cut-Off Date, but not including payments of
principal and interest due on the Mortgage Loans on or before the
Cut-Off Date), together with all of the Seller’s right, title
and interest in and to the proceeds of any related title, hazard,
primary mortgage or other insurance pol
|
