EXECUTION COPY
MORTGAGE LOAN PURCHASE
AGREEMENT
This Mortgage Loan Purchase Agreement
(the “ Agreement ”), dated as of December 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 December 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 ”), U.S. Bank National
Association, as Trustee (the “ Trustee ”), and
UBSRES, as Transferor, relating to the issuance of the
Company’s TBW Mortgage-Backed Trust 2006-6 Mortgage
Pass-Through Certificates, Series 2006-6 (the “
Certificates ”) or, if not defined therein, in the
Underwriting Agreement, dated December 21, 2006 (the “
Underwriting Agreement ”), between the Company and UBS
Securities LLC (“ 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 policies
together with all rights with respect to the related Mortgage
Loans, and only with respect to the M
