MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2007-HF1 Mortgage Pass-Through Certificates Series 2007-HF1 UNDERWRITING AGREEMENT
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
$209,388,646
Mortgage
Pass-Through Certificates
Series
2007-HF1
UNDERWRITING
AGREEMENT
October
9, 2007
UBS
Securities LLC
0000
Xxxxxx xx xxx Xxxxxxxx
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 (the “Agreement”), the
Company’s Mortgage Pass-Through Certificates, Series 2007-HF1, Class 1-A-1,
Class 1-A-2, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 3-A-1, Class 3-A-2,
Class 4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4, Class 4-A-5, Class 4-A-6,
Class 4-A-7, Class 5-A-1, Class AR, Class 4-PO, Class 4-AX, Class B-1, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates (the “Offered
Certificates” and, together with the Class B-6, Class B-7, Class B-8, Class
P-1, Class P-2, Class P-3, Class P-4 and Class P-5 Certificates, the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement,
dated as of September 1, 2007 (the “Pooling and Servicing Agreement”),
among the Company, as depositor, UBS Real Estate Securities Inc.
(“UBSRES”), as transferor, Xxxxx Fargo Bank, N.A., as master servicer
(the “Master Servicer”), as trust administrator (the “Trust
Administrator”), as custodian and as credit risk manager, 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 pool (the
“Mortgage Pool”) of fixed-rate and adjustable-rate loans secured by first
liens on residential one- to four-family properties (the “Mortgage
Loans”). Pursuant to the Mortgage Loan Purchase Agreement, dated
as of October 9, 2007 (the “Mortgage Loan Purchase Agreement”), between
UBSRES and the Company, the Mortgage Loans will be purchased from UBSRES by
the
Company in exchange for either (i) appropriate notation of an inter company
transfer between affiliates of UBS Securities LLC or (ii) immediately available
Federal funds wired to such bank as may be designated by the Company, against
delivery of the Offered 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 the Purchase Agreement, dated October 9, 2007 (the
“Purchase Agreement”), between the Underwriter and the Company relating
to the Class B-6, Class B-7, Class B-8, Class P-1, Class P-2, Class P-3, Class
P-4 and Class P-5 Certificates (the “Private
Certificates”). The Pooling and Servicing Agreement, the Mortgage
Loan Purchase Agreement, the Indemnification Agreements (as defined below),
the
Purchase Agreement and this Agreement 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. 333-130373) 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 (the “1933 Act Regulations”) a prospectus supplement,
dated October 9, 2007 (the “Prospectus Supplement”), to the prospectus,
dated February 26, 2007, 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”.
SECTION
1. Representations
and
Warranties. (a) The
Company represents and
warrants to the Underwriter as follows:
(i) The
Registration Statement, as amended as of the effective date thereof (the
“Effective Date”) 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 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 the 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 or Prospectus (A) arising from or included
in
the information covered by (I) Cenlar FSB (“Cenlar”) in an Indemnification
Agreement, dated as of October 9, 2007, among Cenlar, the Company and UBSRES,
(II) the Master Servicer in an Indemnification Agreement, dated as of October
9,
2007, among the Master Servicer, the Company and UBSRES and (III) the Trustee
in
an Indemnification Agreement, dated as of October 9, 2007, among the Trustee,
the Company, UBSRES and the Underwriter (collectively, the “Indemnification
Agreements”), relating to the information regarding them in the Prospectus
Supplement (the “Third Party Information”) 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 in the paragraph immediately preceding the final
paragraph of the cover of the Prospectus Supplement and the last sentence of
the
final paragraph of the cover of the Prospectus Supplement, and under the caption
“Underwriting” in the Prospectus Supplement 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.
(ii) Since
the
respective dates as of which information is given in the Registration Statement
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.
(iii) 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.
(iv) 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 compliance by the Company with its obligations
thereunder 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.
(v) 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.
(vi) 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.
(vii) 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.
(viii) 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.
(ix) 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 Mortgage Loan
Purchase 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.
(x) The
Offered Certificates and the Pooling and Servicing Agreement will each conform
in all material respects to the descriptions thereof contained in the
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.
(xi) 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”).
(xii) At
the
Closing Date, each of the Offered Certificates will be rated as provided in
Schedule A.
(xiii) 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.
(xiv) 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.
(b) 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.
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 an aggregate purchase price equal to
$206,796,001.64.
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 UBS Securities LLC, 0000 Xxxxxx
xx
xxx Xxxxxxxx,
Xxx
Xxxx, Xxx
Xxxx 00000,
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 October 9, 2007, 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
you
may request in writing at least two business days before Closing
Date. The Offered Certificates will be made available for examination
and packaging by you no later than 10:00 A.M. on the last business day prior
to
Closing Date.
SECTION
4. Covenants
of the
Company. 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 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 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 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 Prospectus is required to be delivered under the 1933 Act or the
Securities Exchange Act of 1934 (the “1934 Act”), such number of copies
of the 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 you, 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 you) 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
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 it 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.
SECTION
5. Conditions
of Underwriter’s
Obligations. The Underwriter’s
obligation to purchase the Offered Certificates shall be subject to the
following conditions:
(a) No
stop
order suspending the effectiveness of the Registration Statement shall be in
effect, and no proceedings for that purpose shall be pending or, to the
Company’s knowledge, threatened by the Commission.
(b) At
Closing Date the Underwriter shall have received the favorable opinion, dated
as
of the Closing Date, of Xxxxxxx Xxxxxxxx & Xxxx LLP, counsel for the
Company, in form and substance satisfactory to the Underwriter.
(c) On
the
Closing Date, there shall not have been, since the date hereof or since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, any 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 the
Underwriter shall have received a certificate of the President or a Vice
President of the Company, dated as of the Closing Date, to the effect that
(i)
the representations and warranties in Section 1 hereof are true and correct
with
the same force and effect as though expressly made at and as of the Closing
Date, (ii) the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the Closing
Date, and (iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
initiated or threatened by the Commission.
(d) On
the
Closing Date counsel for the Underwriter shall have been furnished with such
other documents and opinions as they may reasonably require for the purpose
of
enabling them to pass upon the issuance and sale of the Certificates as herein
contemplated and related proceedings, or in order to evidence the accuracy
of
any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Certificates as herein contemplated
shall be satisfactory in form and substance to the Underwriter and counsel
for
the Underwriter.
If
any
condition specified in this Section shall not have been fulfilled when and
as
required to be fulfilled, this Agreement may be terminated by the Underwriter
by
notice to the Company at any time at or prior to the Closing Date, and such
termination shall be without liability of any party to any other
party.
SECTION
6. Indemnification. (a) The
Company agrees to
indemnify and hold harmless the Underwriter and each person, if any, who
controls the Underwriter within the meaning of Section 15 of the 1933 Act as
follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto),
including the information deemed to be part of the Registration Statement
pursuant to Rule 430A(b) of the 1933 Act Regulations, if applicable, or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in order
to
make the statements therein, in the light of the circumstances under which
they
were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation,
or
any investigation or proceeding by any governmental agency or body, commenced
or
threatened, or of any claim whatsoever based upon any such untrue statement
or
omission, or any such alleged untrue statement or omission, if such settlement
is effected with the written consent of the Company; and
(iii) against
any and all expense whatsoever, as incurred (including, the fees and
disbursements of counsel chosen by the Underwriter), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under (i) or (ii) above;
provided,
however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission (a) arising from
or included in the Third Party Information or (b) made in reliance upon and
in
conformity with written information furnished to the Company by the Underwriter
expressly for use in the Registration Statement (or any amendment thereto)
or
Prospectus (or any amendment or supplement thereto). The Company and
the Underwriter hereby acknowledge that only the statements set forth in the
paragraph immediately preceding the final paragraph of the cover of the
Prospectus Supplement, the last sentence of the final paragraph of the cover
of
the Prospectus Supplement, and under the caption “Underwriting” in the
Prospectus Supplement 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) The
Underwriter agrees to indemnify and hold harmless the Company, its directors,
each of its officers who signed the Registration Statement, and each person,
if
any, who controls the Company within the meaning of Section 15 of the 1933
Act
against any and all loss, liability, claim, damage and expense described in
the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements
or
omissions, made in the Registration Statement (or any amendment thereto) or
the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by the Underwriter
expressly for use in the Registration Statement (or any amendment thereto)
or
the Prospectus (or any amendment or supplement thereto). The Company
and the Underwriter hereby acknowledge that only the statements set forth in
the
paragraph immediately preceding the final paragraph of the cover of the
Prospectus Supplement, the last sentence of the final paragraph of the cover
of
the Prospectus Supplement, and under the caption “Underwriting” in the
Prospectus Supplement 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.
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it
may
have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of any
such
action. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances.
SECTION
7. Contribution. In
order to provide for
just and equitable contribution in circumstances in which the indemnity
agreement provided for in Section 6 hereof is for any reason held to be
unenforceable by the indemnified parties although applicable in accordance
with
its terms, the Company and the Underwriter shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated
by
such indemnity agreement incurred by the Company and the Underwriter, as
incurred, in such proportion as is appropriate to reflect not only the relative
benefits received by the Company on the one hand and the Underwriter on the
other from the offering of the Offered Certificates but also the relative fault
of the Company on the one hand and the Underwriter on the other in connection
with the statements or omissions which resulted on such losses, claims, damages
or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and
of the Underwriter on the other shall be determined by reference to, among
other
things, whether the untrue or alleged untrue statement of a material fact
relates to information supplied by the Company or by the Underwriter, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission; provided,
however,
that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any,
who controls an Underwriter within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as
the
Company.
SECTION
8. Representations,
Warranties and
Agreements to Survive Delivery. All representations,
warranties and agreements contained in this Agreement, or contained in
certificates of officers of the Company submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any investigation made
by
or on behalf of any Underwriter or controlling person, or by or on behalf of
the
Company, and shall survive delivery of the Offered Certificates to the
Underwriter.
SECTION
9. Termination
of
Agreement. (a) The
Underwriter may
terminate this Agreement, by notice to the Company, at any time at or prior
to
the Closing Date (i) if there has been, since the date of this Agreement or
since the date as of which information is given in the Registration Statement,
any material adverse change in the condition, financial or otherwise, or in
the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material adverse
change in the financial markets in the United States or elsewhere or any
outbreak of hostilities or escalation thereof or other calamity or crisis the
effect of which is such as to make it, in the judgment of the Underwriter,
impracticable to market the Offered Certificates or to enforce contracts for
the
sale of the Offered Certificates, or (iii) if trading generally on either the
American Stock Exchange or the New York Stock Exchange has been suspended,
or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said Exchanges or by
order of the Commission or any other governmental authority, or if a banking
moratorium has been declared by either Federal or New York
authorities.
(b) If
this
Agreement is terminated pursuant to this Section, such termination shall be
without liability of any party to any other party.
SECTION
10. Notices. All
notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Underwriter shall be directed to
UBS Securities LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx Xxxxxx, Esq.; and notices to the Company shall be directed
to
it at Mortgage Asset Securitization Transactions, Inc., 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of the Secretary with a copy
to
the Treasurer; or, as to either party, such other address as may hereafter
be
furnished by such party to the other in writing.
SECTION
11. Parties. This
Agreement shall inure
to the benefit of and be binding upon the Underwriter and the Company and their
respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriter and the Company and their respective
successors and the controlling persons and officers and directors referred
to in
Section 6 and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the Underwriter
and the Company and their respective successors, and said controlling persons
and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of
Offered Certificates from the Underwriter shall be deemed to be a successor
by
reason merely of such purchase.
SECTION
12. Governing
Law; and
Time. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New
York applicable to
agreements made and to be performed in said State. Specified times of
day refer to New York
City
time.
[SIGNATURE
PAGE FOLLOWS]
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to the Company a counterpart hereof, whereupon this Agreement, along
with all counterparts, will become a binding agreement between the Underwriter
and the Company in accordance with its terms.
| Very truly yours, | |||
|
MORTGAGE
ASSET SECURITIZATION
TRANSACTIONS,
INC.
|
|||
|
|
By:
|
/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
| Title: Associate Director | |||
|
By:
|
/s/ Xxxxxx Xxxxxxx-Bhagrattee | ||
| Name: Xxxxxx Xxxxxxx-Bhagrattee | |||
| Title: Director | |||
|
CONFIRMED
AND ACCEPTED,
as
of the date first above written:
|
||
|
UBS
SECURITIES LLC
|
||
|
By:
|
/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Associate Director | ||
|
By:
|
/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Associate Director | ||
SCHEDULE
A
|
Initial
Rating of the Offered Certificates
|
||||||
|
Class
of
Certificates
Purchased
|
Approximate
Aggregate
Principal
Amount of such Class
to
Be Purchased
|
S&P
|
Fitch
|
|||
|
Class 1-A-1
|
$ 14,481,000
|
AAA
|
AAA
|
|||
|
Class
1-A-2
|
$
1,609,400
|
AAA
|
AAA
|
|||
|
Class 2-A-1(1)
|
$
55,879,000
|
AAA
|
AAA
|
|||
|
Class 2-A-2(1)
|
$
6,209,000
|
AAA
|
AAA
|
|||
|
Class
2-A-3(1)
|
$
62,088,000
|
AAA
|
AAA
|
|||
|
Class 3-A-1
|
$ 10,401,000
|
AAA
|
AAA
|
|||
|
Class
3-A-2
|
$
1,156,000
|
AAA
|
AAA
|
|||
|
Class 4-A-1(1)
|
$
86,943,000
|
AAA
|
AAA
|
|||
|
Class
4-A-2(1)
|
$
86,943,000
|
AAA
|
AAA
|
|||
|
Class
4-A-3(1)
|
Notional
Amount
|
AAA
|
AAA
|
|||
|
Class
4-A-4(1)
|
$
8,100,000
|
AAA
|
AAA
|
|||
|
Class
4-A-5(1)
|
$
95,043,000
|
AAA
|
AAA
|
|||
|
Class
4-A-6(1)
|
$
95,043,000
|
AAA
|
AAA
|
|||
|
Class
4-A-7(1)
|
Notional
Amount
|
AAA
|
AAA
|
|||
|
Class 5-A-1
|
$
7,790,000
|
AAA
|
AAA
|
|||
|
Class AR
|
$
100
|
AAA
|
AAA
|
|||
|
Class
4-PO
|
$ 4,138,146
|
AAA
|
AAA
|
|||
|
Class
4-AX
|
Notional
Amount
|
AAA
|
AAA
|
|||
|
Class B-1
|
$
8,168,000
|
AA
|
NR
|
|||
|
Class B-2
|
$
967,000
|
AA-
|
NR
|
|||
|
Class B-3
|
$ 1,612,000
|
A
|
NR
|
|||
|
Class B-4
|
$
1,290,000
|
BBB
|
NR
|
|||
|
Class B-5
|
$
645,000
|
BBB-
|
NR
|
|||
|
(1)
|
The
Class 2-A-3 certificates are exchangeable for a proportionate share
of the
Class 2-A-1 and Class 2-A-2 certificates. The Class 4-A-1
certificates are exchangeable for a proportionate share of the Class
4-A-2
and Class 4-A-3 certificates. The Class 4-A-5 certificates are
exchangeable for a proportionate share of the Class 4-A-2, Class
4-A-3 and
Class 4-A-4 certificates. The Class 4-A-6 and Class 4-A-7
certificates are exchangeable for a proportionate share of the Class
4-A-2, Class 4-A-3 and Class 4-A-4 certificates. See
“Description of the Offered Certificates − Exchangeable Certificates” in
the prospectus supplement.
|
