Exhibit 99.1
Execution Copy
MORTGAGE LOAN PURCHASE AGREEMENT
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This Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of February 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 February 1, 2007 (the "Pooling and Servicing
Agreement"), among the Company, Xxxxx Fargo Bank, National Association, as
Master Servicer ("Master Servicer") and as trust administrator ("Trust
Administrator"), The Bank of New York, as Trustee (the "Trustee"), and UBSRES,
as Transferor, relating to the issuance of the Company's TBW Mortgage-Backed
Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1 (the
"Certificates") or, if not defined therein, in the Underwriting Agreement,
dated February 26, 2007 (the "Underwriting Agreement"), between the Company,
UBS Securities LLC ("UBSS") and Credit Suisse Securities (USA) LLC.
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 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]
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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.
MORTGAGE ASSET SECURITIZATION
TRANSACTIONS, INC.
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Executive Director
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Director
UBS REAL ESTATE SECURITIES INC.
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Executive Director
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Director
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EXHIBIT I
Mortgage Loan Schedule
As delivered to the Custodian on the Closing Date
I-1
