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
”) and UBSRES, as Transferor, relating to the issuance of the
Company’s MASTR Asset Securitization Trust 2006-3 Mortgage
Pass-Through Certificates, Series 2006-3 (the “
Certificates ”) or, if not defined therein, in the
Trust Agreement, dated October 1, 2006 (the “ Trust
Agreement ”), among the Company, the Trustee and the
Trust Administrator, in the Underwriting Agreement, dated October
27, 2006 (the “ Underwriting Agreement ”), among
the Company, UBS Securities LLC (“ UBS ”) and
SunTrust Capital Markets, Inc., or in the Purchase Agreement, dated
October 27, 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 proc
