MORTGAGE LOAN PURCHASE AGREEMENT
Exhibit
99.1
This
Mortgage Loan Purchase Agreement (the “Agreement”), dated as of March 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 March 1, 2007 (the “Pooling and Servicing Agreement”), among
the Company, Xxxxx Fargo Bank, National Association, as master servicer
(“Master Servicer”), as 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 STARM Mortgage Loan Trust
2007-2, Mortgage Pass Through Certificates, Series 2007-2 (the
“Certificates”) or, if not defined therein, in the Underwriting
Agreement, dated March 29, 2007 (the “Underwriting Agreement”), between
the Company, UBS Securities LLC and SunTrust Capital, Inc.
2. Purchase
of Mortgage Loans. The Seller hereby sells, transfers, assigns
and conveys, without recourse, 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 Mortgage Loans, under
the Servicing Agreement (other than those rights under the Servicing Agreement
that do not relate to servicing of the Mortgage Loans (including, without
limitation, the representations and warranties made by the Servicer (in its
capacity as loan seller to the Transferor) and the document delivery
requirements of such Servicer and the remedies (including indemnification)
available for breaches thereto), which rights were retained by the Transferor
pursuant to the Assignment Agreements). The Company hereby directs
the Seller, and the Seller hereby agrees, to deliver to the Master Servicer
all
documents, instruments and agreements required to be delivered by the Company
to
the Master Servicer under the Pooling and Servicing Agreement and such other
documents, instruments and agreements as the Company or the Trustee shall
reasonably request. The Seller shall use its reasonable best efforts
to cause each Servicer to enter into the related Assignment Agreement in form
and substance satisfactory to the Seller and the Company in order to effectuate
the assignment to the Company of the Servicing Agreements with respect to the
Mortgage Loans.
4. Representations
and Warranties. The Seller hereby represents and warrants to the
Company with respect to each Mortgage Loan as of the date hereof or such other
date set forth herein that as of the Closing Date, and following the transfer
of
the Mortgage Loans to it, the Seller had good title to the Mortgage Loans and
the Mortgage Loans were subject to no offsets, defenses or
counterclaims.
The
Seller hereby represents and warrants to the Company that the Seller has not
dealt with any broker, investment banker, agent or other person (other than
the
Company) who may be entitled to any commission or compensation in connection
with the sale of the Mortgage Loans.
5. Underwriting. The
Seller hereby agrees to furnish any and all information, documents,
certificates, letters or opinions with respect to the Mortgage Loans, reasonably
requested by the Company in order to perform any of its obligations or satisfy
any of the conditions on its part to be performed or satisfied pursuant to
the
Underwriting Agreement or the Purchase Agreement at or prior to the Closing
Date.
6. Notices. All
demands, notices and communications hereunder shall be in writing, shall be
effective only upon receipt and shall, if sent to the Company, be addressed
to
it at Mortgage Asset Securitization Transactions, Inc., 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: [Xxxxxxx Xxxxxx, Esq.], or,
if
sent to the Seller, be addressed to it at UBS Real Estate Securities Inc.,
0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: [Xxxxxx
Xxxxxxxx].
7. Miscellaneous. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a writing signed by the
party against whom enforcement of such change, waiver, discharge or termination
is sought. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument. This Agreement shall
bind and inure to the benefit of and be enforceable by the Company and the
Seller and their respective successors and assigns.
[SIGNATURE
PAGE FOLLOWS]
2
IN
WITNESS WHEREOF, the Company and the Seller have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.
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MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC
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By: /s/
Xxxxxx Xxxxx
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Name: Xxxxxx
Xxxxx
Title: Associate
Director
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
Title: Associate
Director
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UBS
REAL ESTATE SECURITIES INC.
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By: /s/
Xxxxxx Xxxxx
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Name: Xxxxxx
Xxxxx
Title: Associate
Director
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
Title: Associate
Director
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EXHIBIT
I
Mortgage
Loan Schedule
As
delivered to the Custodian on the Closing Date
I-1
