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EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the
“ Agreement ”), dated as of April 1, 2007, 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 April
1, 2007 (the “ Pooling and Servicing Agreement
”), among the Company, Wells Fargo Bank, National
Association, as Master Servicer (“ Master Servicer
”), as trust administrator (“ Trust
Administrator ”), as custodian and as credit risk
manager, U.S. Bank National Association, as Trustee (the “
Trustee ”), and UBSRES, as transferor (the “
Transferor ”), relating to the issuance of the
Company’s MASTR Adjustable Rate Mortgages Trust 2007-3
Mortgage Pass-Through Certificates, Series 2007-3 (the “
Certificates ”) or, if not defined therein, in the
Underwriting Agreement, dated May 14, 2007 (the “
Underwriting Agreement ”), between the Company and
UBS Securities LLC (“ UBS ”), or in the
Purchase Agreement, dated May 15, 2007 (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 o
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