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
