MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.
$642,071,000
MASTR Asset-Backed Securities Trust 2006-HE1
Mortgage Pass-Through Certificates
UNDERWRITING AGREEMENT
February 22, 2006
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
Mortgage Asset Securitization Transactions, Inc., a Delaware
corporation
(the "Company"), proposes to sell to UBS Securities LLC (the
"UNDERWRITER"),
pursuant to this agreement ("AGREEMENT"), the Company's Mortgage
Pass-Through
Certificates, Series 2006-HE1, Class A-1, Class A-2, Class A-3,
Class A-4, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class
M-8, Class M-9, Class M-10 and Class M-11 Certificates (the
"OFFERED
CERTIFICATES" and, together with the Class CE, Class P, Class R and
Class R-X
Certificates, the "CERTIFICATES") issued pursuant to the Pooling
and Servicing
Agreement, dated as of February 1, 2006 (the "POOLING AND SERVICING
AGREEMENT"),
among the Company, as depositor, Wells Fargo Bank, N.A, as servicer
(the
"SERVICER") and master servicer and trust administrator (the
"MASTER SERVICER"
and the "Trust Administrator"), JPMorgan Chase Bank, National
Association as
servicer (the "Servicer"; together with Well Fargo Bank, N.A. the
"Servicers")
and U.S. Bank National Association, as trustee (the "TRUSTEE"). The
Certificates
will represent in the aggregate the entire beneficial ownership
interest in a
trust (the "TRUST") primarily consisting of a segregated pool (the
"MORTGAGE
POOL") of one to four-family residential mortgage loans (the
"MORTGAGE LOANS").
Pursuant to the Assignment and Recognition Agreement, dated as of
February 22,
2006 (the "ASSIGNMENT AGREEMENT"), among UBS Real Estate Securities
Inc.
("UBSRES"), the Company and Fremont Investment & Loan, the
Mortgage Loans will
be purchased from UBSRES by the Company in exchange for the Class
CE and Class P
Certificates and net proceeds from the sale of the remaining
Certificates. The
Offered Certificates are described more fully in Schedule A hereto
and the
Registration Statement (as hereinafter defined). This is to confirm
the
arrangements with respect to the Underwriter's purchase of the
Offered
Certificates.
Reference is hereby made to (i) the Indemnification Agreement,
dated as of February 22, 2006 (the "Chase Indemnification
Agreement"), between
the Company and JPMorgan Chase Bank, National Association; the
Indemnification
Agreement, dated as of February 22, 2006 (the "Trustee
Indemnification
Agreement"), between the Company and the Trustee; the
Indemnification Agreement,
dated as of February 22, 2006 (the "Bear Stearns Indemnification
Agreement"),
between the Company and Bear Stearns Financial Products Inc.;
the
Indemnification Agreement, dated as of February 22, 2006 (the
"Fremont
Indemnification Agreement"), between the Company and Fremont
Investment & Loan;
the Indemnification Agreement, dated as of February 22, 2006 (the
"Novelle
Indemnification Agreement"), between the Company and Novelle
Financial Services,
Inc.; the Indemnification Agreement, dated as of February 22, 2006
(the "Wells
Fargo Servicer Indemnification Agreement"), between the Company and
the
Servicer; the Indemnification Agreement, dated as of February 22,
2006 (the
"Wells Fargo Master Servicer Indemnification Agreement"; together
with the
Radian Indemnification Agreement, the Trustee Indemnification
Agreement, the
Bear Stearns Indemnification Agreement, the Fremont Indemnification
Agreement
and the Wells Fargo Servicer Indemnification Agreement, the
"Indemnification
Agreements"), between the Company and the Master Servicer. The
Pooling and
Servicing Agreement, the Assignment Agreement and the
Indemnification Agreements
are collectively referred to herein as the "TRANSACTION DOCUMENTS."
The
Certificates are described more fully in the Prospectus (as
hereinafter
defined). Only the Offered Certificates are being sold pursuant to
this
Agreement.
The Company has filed with the Securities and Exchange
Commission
(the "COMMISSION") a registration statement on Form S-3 (No.
333-124678) for the
registration of the Offered Certificates under the Securities Act
of 1933 (the
"1933 ACT"), which registration statement has become effective and
copies of
which, as amended to the date hereof, have been delivered to the
Underwriter.
The Company proposes to file with the Commission pursuant to Rule
424(b)(5)
under the rules and regulations of the Commission under the 1933
Act, as amended
(the "1933 ACT REGULATIONS") a prospectus supplement (the
"PROSPECTUS
SUPPLEMENT"), to the prospectus, dated June 2, 2005, included in
such
registration statement, relating to the Offered Certificates and
the method of
distribution thereof. Such registration statement on Form S-3,
including
exhibits thereto, as amended as of the date hereof, is hereinafter
called the
"REGISTRATION STATEMENT"; and such prospectus, supplemented by the
Prospectus
Supplement or further supplement relating to the Offered
Certificates, is
hereinafter called the "PROSPECTUS." The free writing prospectus,
dated February
17, 2006 to the prospectus, dated June 2, 2005 which, is proposed
to be used in
connection with the sale of the Offered Certificates and filed with
the
Commission pursuant to Rule 433 under the 1933 Act, is hereinafter
referred to
as the "Preliminary Prospectus."
SECTION 1. REPRESENTATIONS AND WARRANTIES. (i) The Company
represents and warrants to the Underwriter as follows:
(a) The Registration Statement, as amended as of the effective
date thereof (the "EFFECTIVE DATE"), the Preliminary Prospectus, as
of the date
thereof and as of the date of the Contract of Sale, and the
Prospectus, as of
the date thereof, complied in all material respects with the
requirements of the
1933 Act and the 1933 Act Regulations. The Registration Statement,
as of the
Effective Date, did not contain an untrue statement of a material
fact or omit
to state any material fact required to be stated therein or
necessary to make
the statements therein not misleading. The Preliminary Prospectus,
as amended or
supplemented as of its date and as of the date of the Contract of
Sale and the
Prospectus, as of the date thereof, did not, and as of the Closing
Date will
not, contain any untrue statement of a material fact or omit to
state a material
fact necessary in order to make the statements therein, in light of
the
circumstances under which they were made, not misleading; provided,
however,
that the representations and warranties in this subsection shall
not apply to
statements in or omissions from the Registration Statement,
Preliminary
Prospectus or Prospectus (A) arising from or included in the
Company Information
(as defined in the Indemnification Agreement) or (B) made in
reliance upon and
in conformity with information furnished to the Company in writing
by the
Underwriter expressly for use in the Registration Statement or
Prospectus. The
Company and the Underwriter hereby acknowledge that only the
statements set
forth on Exhibit A hereto (the "UNDERWRITER'S INFORMATION")
constitute
statements made in reliance upon and in conformity with information
furnished to
the Company in writing by the Underwriter expressly for use in the
Registration
Statement or Prospectus.
(b) Since the respective dates as of which information is given
in the Registration Statement, Preliminary Prospectus and
Prospectus, except as
otherwise stated therein, (A) there has been no material adverse
change in the
condition, financial or otherwise, or in the earnings, business
affairs or
business prospects of the Company, whether or not arising in the
ordinary course
of business, and (B) there have been no transactions entered into
by the
Company, other than those in the ordinary course of business, which
are material
with respect to the Company.
(c) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of
Delaware with corporate power and authority to own, lease and
operate its
properties and to conduct its business, as now conducted by it, and
to enter
into and perform its obligations under the Transaction Documents to
which it is
a party; and the Company is duly qualified as a foreign corporation
to transact
business and is in good standing in each jurisdiction in which
such
qualification is required, whether by reason of the ownership or
leasing of
property or the conduct of business.
(d) The Company is not in violation of its charter or in
default
in the performance or observance of any material obligation,
agreement, covenant
or condition contained in any contract, indenture, mortgage, loan
agreement,
note, lease or other instrument to which the Company is a party, or
to which any
of the property or assets of the Company may be subject, or by
which it or any
of them may be bound; and the issuance and sale of the Offered
Certificates to
the Underwriter, the execution, delivery and performance of the
Transaction
Documents to which it is a party and the consummation of the
transactions
contemplated therein and herein and compliance by the Company with
its
obligations thereunder and hereunder have been duly authorized by
all necessary
corporate action and will not conflict with or constitute a breach
of, or
default under, or result in the creation or imposition of any lien,
charge or
encumbrance upon any property or assets of the Company pursuant to
any material
contract, indenture, mortgage, loan agreement, note, lease or other
instrument
to which the Company is a party or by which it or any of them may
be bound, or
to which any of the property or assets of the Company is subject,
nor will such
action result in any violation of the provisions of the charter or
by-laws of
the Company or any applicable law, administrative regulation or
administrative
or court decree.
(e) There is no action, suit or proceeding before or by any
court
or governmental agency or body, domestic or foreign, now pending,
or, to the
knowledge of the Company, threatened, against or affecting the
Company, which is
required to be disclosed in the Registration Statement (other than
as disclosed
therein), or which might result in any material adverse change in
the condition,
financial or otherwise, or in the earnings, business affairs or
business
prospects of the Company, or which might materially and adversely
affect the
properties or assets thereof or which might materially and
adversely affect the
consummation of the transactions contemplated by the Transaction
Documents to
which it is a party; all pending legal or governmental proceedings
to which the
Company is a party or of which its property or assets is the
subject which are
not described in the Registration Statement, including ordinary
routine
litigation incidental to the business, are, considered in the
aggregate, not
material; and there are no contracts or documents of the Company
which are
required to be filed as exhibits to the Registration Statement by
the 1933 Act
or by the 1933 Act Regulations which have not been so filed.
(f) No authorization, approval or consent of any court or
governmental authority or agency is necessary in connection with
the offering,
issuance or sale of the Offered Certificates hereunder, except such
as have
been, or as of the Closing Date will have been, obtained or such as
may
otherwise be required under applicable state securities laws in
connection with
the purchase and offer and sale of the Offered Certificates by the
Underwriter
and any recordation of the respective assignments of the Mortgage
Loans to the
Trustee pursuant to the Pooling and Servicing Agreement that have
not yet been
completed.
(g) The Company possesses all material licenses, certificates,
authorities or permits issued by the appropriate state, federal or
foreign
regulatory agencies or bodies necessary to conduct the business now
operated by
it, and the Company has not received any notice of proceedings
relating to the
revocation or modification of any such license, certificate,
authority or permit
which, singly or in the aggregate, if the subject of an unfavorable
decision,
ruling or finding, would materially and adversely affect the
condition,
financial or otherwise, or the earnings, business affairs or
business prospects
of the Company.
(h) Each of the Transaction Documents to which it is a party
has
been duly authorized, executed and delivered by the Company and
constitutes a
legal, valid and binding agreement enforceable against the Company
in accordance
with its terms, except as enforceability may be limited by (A)
bankruptcy,
insolvency, reorganization, receivership, moratorium or other
similar laws
affecting the enforcement of the rights of creditors generally, (B)
general
principles of equity, whether enforcement is sought in a proceeding
in equity or
at law, and (C) public policy considerations underlying the
securities laws, to
the extent that such public policy considerations limit the
enforceability of
the provisions of such Transaction Documents that purport to
provide
indemnification from securities law liabilities.
(i) At the time of the execution and delivery of the Pooling
and
Servicing Agreement, the Company (i) will have good and marketable
title to the
Mortgage Loans being transferred by it to the Trustee pursuant
thereto, free and
clear of any lien, mortgage, pledge, charge, encumbrance, adverse
claim or other
security interest (collectively "LIENS"), (ii) will not have
assigned to any
person any of its right, title or interest in such Mortgage Loans
or in the
Assignment Agreement or the Offered Certificates being issued
pursuant to the
Pooling and Servicing Agreement, and (iii) will have the power and
authority to
transfer such Mortgage Loans to the Trustee and sell the Offered
Certificates to
the Underwriter, and upon execution and delivery of the Pooling and
Servicing
Agreement, the Trustee will have acquired ownership of all of the
Company's
right, title and interest in and to the related Mortgage Loans, and
upon
delivery to the Underwriter of the Offered Certificates, the
Underwriter will
have good and marketable title to the Offered Certificates, in each
case free of
Liens.
(j) The Offered Certificates and the Pooling and Servicing
Agreement will each conform in all material respects to the
descriptions thereof
contained in the Preliminary Prospectus and Prospectus, and the
Offered
Certificates, when duly and validly authorized, executed,
authenticated and
delivered in accordance with the Pooling and Servicing Agreement
and paid for by
the Underwriter as provided herein, will be entitled to the
benefits of the
Pooling and Servicing Agreement.
(k) The Trust created by the Pooling and Servicing Agreement
will
not be required to be registered as an investment company under the
Investment
Company Act of 1940, as amended (the "1940 ACT"), and the Pooling
and Servicing
Agreement is not required to be qualified under the Trust Indenture
Act of 1939,
as amended (the "TRUST INDENTURE ACT").
(l) At the Closing Date, the Class A-1, Class A-2, Class A-3
and
Class A-4 Certificates will be rated not lower than "Aaa" by
Moody's Investors
Service, Inc. ("MOODY'S") and "AAA" by Standard & Poor's, a
division of The
McGraw Hill Companies, Inc. ("S&P"). The Class M-1 Certificates
will be rated
not lower than "AA+" by S&P and "Aa1" by Moody's, the Class M-2
Certificates
will be rated not lower than "AA" by S&P and "Aa2" Moody's, the
Class M-3
Certificates will be rated not lower than "AA-" by S&P and
"Aa3" by Moody's, the
Class M-4 Certificates will be rated not lower than "A+" by S&P
and "A1" by
Moody's, the Class M-5 Certificates will be rated not lower than
"A" by S&P and
"A2" by Moody's, the Class M-6 Certificates will be rated not lower
than "A-" by
S&P and "A3" by Moody's, the Class M-7 Certificates will be
rated not lower than
"BBB+" by S&P and "Baa1" by Moody's, the Class M-8 Certificates
will be rated
not lower than "BBB" by S&P and "Baa2" by Moody's, the Class
M-9 Certificates
will be rated not lower than "BBB-" by S&P and "Baa3" by
Moody's.
(m) Any taxes, fees and other governmental charges in
connection
with the execution, delivery and issuance of the Transaction
Documents to which
it is a party and the Offered Certificates have been paid or will
be paid at or
prior to the Closing Date.
(n) The sale of the Mortgage Loans to the Trustee on the
Closing
Date and the sale by the Company of the Offered Certificates will
be treated by
the Company for financial accounting and reporting purposes as a
sale of assets
and not as a pledge of assets to secure debt
(o) As of the Effective Date and as of the date of the Contract
of Sale, the Depositor is not and will not be as of the Closing
Date an
"ineligible issuer" as defined in Rule 405 of the Securities
Act.
(p) Any certificate signed by any officer of the Company and
delivered to the Underwriter or its counsel shall be deemed a
representation and
warranty by the Company to the Underwriter as to the matters
covered thereby.
(q) As of the Contract of Sale, the Preliminary Prospectus did
not include any untrue statement of a material fact or omission of
any material
fact necessary in order to make the statements therein, in light of
the
circumstances under which they were made, not misleading.
(r) No Advisory or Fiduciary Responsibility.
The Company
acknowledges and agrees that: (i) the purchase and sale of
the Offered Certificates pursuant to this Agreement, including the
determination
of the offering price of the Offered Certificates and any related
discounts and
commissions, is an arm's-length commercial transaction between the
Company and
the Underwriter and the Company is capable of evaluating and
understanding and
understands and accepts the terms, risks and conditions of the
transactions
contemplated by this Agreement; (ii) in connection with each
transaction
contemplated hereby and the process leading to such transaction
each Underwriter
is and has been acting solely as a principal and is not the agent
or fiduciary
of the Company, or its respective affiliates, stockholders,
creditors or
employees or any other party; (iii) the Underwriter has not assumed
or will
assume an advisory or fiduciary responsibility in favor of the
Company with
respect to any of the transactions contemplated hereby or the
process leading
thereto (irrespective of whether such Underwriter has advised or is
currently
advising the Company on other matters) or any other obligation to
the Company
except the obligations expressly set forth in this Agreement; (iv)
the
Underwriter and its affiliates may be engaged in a broad range of
transactions
that involve interests that differ from those of the Company and
that the
Underwriter has no obligation to disclose any of such interests by
virtue of any
fiduciary or advisory relationship; and (v) the Underwriter has not
provided any
legal, accounting, regulatory or tax advice with respect to the
offering
contemplated hereby and the Company has consulted its own legal,
accounting,
regulatory and tax advisors to the extent it deemed
appropriate.
This Agreement supersedes all prior agreements and
understandings
(whether written or oral) between the Company and the Underwriter,
or any of
them, with respect to the subject matter hereof. The Company hereby
waives and
releases, to the fullest extent permitted by law, any claims that
the Company
may have against the Underwriter with respect to any breach or
alleged breach of
fiduciary duty.
SECTION 2. PURCHASE AND SALE. Subject to the terms and
conditions
herein set forth and in reliance upon the representations and
warranties herein
contained, the Company agrees to sell to the Underwriter, and the
Underwriter
agrees to purchase from the Company, at a purchase price set forth
on Schedule A
hereto, the principal amount of the Offered Certificates set forth
on Schedule A
hereto.
SECTION 3. DELIVERY AND PAYMENT. Payment of the purchase price
for, and delivery of, the Offered Certificates to be purchased by
the
Underwriter shall be made at the office of Thacher Proffitt &
Wood LLP, Two
World Financial Center, New York, New York 10281, or at such other
place as
shall be agreed upon by the Underwriter and the Company, at 10:00
A.M. New York
City time, on February 24, 2006, which date and time may be
postponed by
agreement between you and the Company (such time and date of
payment and
delivery being herein called the "CLOSING DATE"). Payment shall be
made to the
Company, at its option, by (i) appropriate notation of an inter
company transfer
between affiliates of UBS Securities LLC or (ii) in immediately
available
Federal funds wired to such bank as may be designated by the
Company, against
delivery of the Offered Certificates. The Offered Certificates
shall be in such
denominations and registered in such names as the Underwriter may
request in
writing at least two business days before Closing Date. The Offered
Certificates
will be made available for examination and packaging by the
Underwriter not
later than 10:00 A.M. on the last business day prior to Closing
Date.
SECTION 4. COVENANTS OF THE COMPANY.
(i) The Company covenants with the Underwriter as follows:
(a) The Company will give the Underwriter notice of its
intention
to file or prepare any amendment to the Registration Statement, any
amendment or
supplement to the Preliminary Prospectus, Prospectus Supplement, or
any
amendment or supplement to the Prospectus (including any revised
prospectus
which the Company proposes for use by the Underwriter in connection
with the
offering of the Offered Certificates which differs from the
prospectus on file
at the Commission at the time the Registration Statement becomes
effective,
whether or not such revised prospectus is required to be filed
pursuant to Rule
433 or Rule 424(b) of the 1933 Act Regulations), will furnish the
Underwriter
with copies of any such amendment or supplement a reasonable amount
of time
prior to such proposed filing or use, as the case may be, and will
not file any
such amendment or supplement or use any such prospectus to which
the Underwriter
shall reasonably object.
(b) The Company will cause the Preliminary Prospectus to be
transmitted to the Commission for filing pursuant to Rule 433 under
the 1933 Act
by means reasonably calculated to result in filing with the
Commission pursuant
to said rule. The Company will cause the Prospectus Supplement and
Prospectus to
be transmitted to the Commission for filing pursuant to Rule
424(b)(5) under the
1933 Act by means reasonably calculated to result in filing with
the Commission
pursuant to said rule.
(c) The Company will deliver to the Underwriter as many signed
copies of the Registration Statement as originally filed and of
each amendment
thereto (including exhibits filed therewith or incorporated by
reference
therein) as the Underwriter may reasonably request and will also
deliver to the
Underwriter a conformed copy of the Registration Statement as
originally filed
and of each amendment thereto (without exhibits).
(d) The Company will furnish to the Underwriter, from time to
time during the period when the Preliminary Prospectus or
Prospectus is required
to be delivered under the 1933 Act or the Securities Exchange Act
of 1934, as
amended (the "1934 ACT"), such number of copies of the Preliminary
Prospectus or
Prospectus (as amended or supplemented) as the Underwriter may
reasonably
request for the purposes contemplated by the 1933 Act or the 1934
Act or the
respective applicable rules and regulations of the Commission
thereunder.
(e) If during the period after the first date of the public
offering of the Offered Certificates in which a prospectus relating
to the
Offered Certificates is required to be delivered under the 1933
Act, any event
shall occur as a result of which it is necessary, in the opinion of
counsel for
the Underwriter, to amend or supplement the Prospectus in order to
make the
Prospectus not misleading in the light of the circumstances
existing at the time
it is delivered to a purchaser, the Company will forthwith amend or
supplement
the Prospectus (in form and substance satisfactory to counsel for
the
Underwriter) so that, as so amended or supplemented, the Prospectus
will not
include an untrue statement of a material fact or omit to state a
material fact
necessary in order to make the statements therein, in the light of
the
circumstances existing at the time it is delivered to a purchaser,
not
misleading, and the Company will furnish to the Underwriter a
reasonable number
of copies of such amendment or supplement.
(f) The
Company will endeavor to arrange for the qualification of
the Offered Certificates for sale under the applicable securities
laws of such
states and other jurisdictions of the United States as the
Underwriter may
designate; provided, however, that the Company shall not be
obligated to qualify
as a foreign corporation in any jurisdiction in which it is not so
qualified. In
each jurisdiction in which the Offered Certificates have been so
qualified, the
Company will file such statements and reports as may be required by
the laws of
such jurisdiction to continue such qualification in effect for a
period of not
less than one year from the effective date of the Registration
Statement.
(g) The Company will use the net proceeds received by it from
the
sale of the Offered Certificates in the manner specified in the
Prospectus under
"USE OF PROCEEDS."
(h) If the transactions contemplated by this Agreement are
consummated, the Company will pay or cause to be paid all expenses
incident to
the performance of the obligations of the Company under this
Agreement, and will
reimburse the Underwriter for any reasonable expenses (including
reasonable fees
and disbursements of counsel) reasonably incurred by them in
connection with
qualification of the Offered Certificates for sale and
determination of their
eligibility for investment under the laws of such jurisdictions as
the
Underwriter has reasonably requested and the printing of memoranda
relating
thereto, for any fees charged by investment rating agencies for the
rating of
the Offered Certificates, and for expenses incurred in distributing
the
Preliminary Prospectus or Prospectus (including any amendments and
supplements
thereto) to the Underwriter. Except as herein provided, the
Underwriter shall be
responsible for paying all costs and expenses incurred by them,
including the
fees and disbursements of counsel, in connection with the purchase
and sale of
the Offered Certificates.
(i) If, during the period after the Closing Date in which a
prospectus relating to the Offered Certificates is required to be
delivered
under the 1933 Act, the Company receives notice that a stop order
suspending the
effectiveness of the Registration Statement or preventing the offer
and sale of
the Offered Certificates is in effect, the Company will immediately
advise the
Underwriter of the issuance of such stop order. The Company will
make every
reasonable effort to prevent the issuance of any stop order and, if
any stop
order is issued, to obtain the lifting thereof at the earliest
possible moment.
(j) In connection with any transaction contemplated by this
Agreement, the Company and each of its affiliates maintain
customary,
arm's-length business relationships with the Underwriter and each
of its
affiliates, and no fiduciary duty on the part of the Underwriter or
any of its
affiliates is t
