MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR Asset-Backed Securities Trust 2007-HE2 Mortgage Pass-Through Certificates UNDERWRITING AGREEMENT
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
$413,000,000
MASTR
Asset-Backed Securities Trust 2007-HE2
Mortgage
Pass-Through Certificates
August
24,
2007
UBS
Securities LLC
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
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 2007-HE2, Class A-1, Class
X-0, Xxxxx X-0, 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 and Class M-9 Certificates (the “Offered
Certificates” and, together with the Class M-10, Class CE, Class P, Class R,
Class R-X and Class X Certificates, the “Certificates”) issued pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2007 (the
“Pooling and Servicing Agreement”), among the Company, as depositor,
Option One Mortgage Corporation and Barclays Capital Real Estate Inc. d/b/a
HomEq Servicing (“HomEq”), as servicers (the “Servicers”), Xxxxx Fargo
Bank, N.A. (“Xxxxx Fargo”), as master servicer, trust administrator and
custodian (the “Master Servicer”, the “Trust Administrator” and
the “Custodian”) 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 August 30, 2007, by and among the Company, UBS Real Estate
Securities Inc. (“UBSRES”) and Option One Mortgage Corporation, the
Assignment and Recognition Agreement, dated August 30, 2007, by and among the
Company, UBSRES and Fieldstone Mortgage Company, the Assignment and Recognition
Agreement, dated August 30, 2007, by and among the Company, UBSRES and Decision
One Mortgage Company, LLC, and the Assignment and Recognition Agreement, dated
August 30, 2007, by and among the Company, UBSRES and EquiFirst Corporation
(collectively, the “Assignment Agreements”), 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 August 24,
2007
(the “Trustee Indemnification Agreement”), among the Company, UBSRES, the
Underwriter and the Trustee; (ii) the Indemnification Agreement, dated as of
August 23, 2007 (the “HomEq Indemnification Agreement”), among the Company,
UBSRES and HomEq; (iii) the Indemnification Agreement, dated as of August 23,
2007 (the “Xxxxx Fargo Indemnification Agreement”), among the Company, UBSRES
and Xxxxx Fargo; (iv) the Indemnification Agreement, dated as of August 23,
2007
(the “Option One Indemnification Agreement”), among the Company, UBSRES and
Option One Mortgage Corporation; (v) the Indemnification Agreement, dated as
of
August 23, 2007 (the “Fieldstone Indemnification Agreement”), among the Company,
UBSRES and Fieldstone Mortgage Company and (vi) the Indemnification Agreement,
dated as of August 24, 2007 (the “Swap Provider Indemnification Agreement”,
together with the Trustee Indemnification Agreement, the HomEq Indemnification
Agreement, the Xxxxx Fargo Indemnification Agreement, the Option One
Indemnification Agreement and the Fieldstone Indemnification Agreement, the
“Indemnification Agreements”), among the Company, UBSRES and Bear Xxxxxxx
Financial Products Inc. The Pooling and Servicing Agreement, the
Assignment Agreements 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. 333-130373) 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, as amended (the “1933 Act Regulations”) a prospectus
supplement (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.” The term sheet supplement, dated August 23,
2007, 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, if applicable,
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 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 Xxxxx’x 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, and 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 Xxxxxxx Xxxxxxxx & Wood llp, Two World Xxxxxxxxx Xxxxxx, 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 August 30,
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 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 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 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 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
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 thereby or hereby intended
or created, and the express disclaimer of any such fiduciary relationship on
the
part of the Underwriter and each of its affiliates is hereby acknowledged and
accepted by the Company and each of its affiliates.
(k) The
Company will file or cause to be filed with the Commission such Free Writing
Prospectus that is either an Issuer Free Writing Prospectus (as defined in
Section 5(c) hereof) or contains Issuer Information as soon as reasonably
practicable after the date of this Agreement, but in any event, not later than
required pursuant to Rules 426 or 433, respectively, of the Securities
Act.
(l) The
Company shall not be required to file (A) any Free Writing Prospectus, if the
information included therein is included or incorporated by reference in a
prospectus or Free Writing Prospectus previously filed with the Commission
that
relates to the offering of the Certificates, or (B) any Free Writing Prospectus
or portion thereof that contains a description of the Certificates or the
offering of the Certificates which does not reflect the final terms thereof
(so
long as such information does not contain any Issuer Information).
(ii) The Underwriter
agrees with the Company that:
(a) The
Underwriter hereby represents and
agrees to the terms set forth in Exhibit B hereto which are incorporated herein
by reference.
(b) Unless
preceded or accompanied by a
prospectus satisfying the requirements of Section 10(a) of the Securities Act,
the Underwriter shall not convey or deliver any written communication to any
person in connection with the initial offering of the Certificates, unless
such
written communication (1) is made in reliance on Rule 134 under the Securities
Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B
under
the Securities Act or (3) is a Free Writing Prospectus.
(c) The
Underwriter may convey a Preliminary
Term Sheet or Free Writing Prospectus to a potential investor prior to entering
into a Contract of Sale with such investor; provided, however, that (x) such
Underwriter shall not enter into a Contract of Sale with such investor unless
the Underwriter has complied with paragraph (i) above prior to such Contract
of
Sale, (y) such Underwriter shall deliver a copy of the proposed Preliminary
Term
Sheet or Free Writing Prospectus to the Depositor and its counsel prior to
the
anticipated first use and shall not convey any such Preliminary Term Sheet
or
Free Writing Prospectus to which the Depositor or its counsel reasonably
objects.
(d) The
Underwriter may convey Computational
Materials (x) to a potential investor prior to entering into a Contract of
Sale
with such investor; provided, however, that (A) such Underwriter shall not
enter
into a Contract of Sale with such investor unless the Underwriter has complied
with paragraph (i) above prior to such Contract of Sale and (B) such
Computational Materials shall not be disseminated in a manner reasonably
designed to lead to its broad unrestricted dissemination; provided, however,
that if such Computational Materials are disseminated in a manner reasonably
designed to lead to its broad unrestricted dissemination, such Underwriter
shall
file with the Commission such Computational Materials, and (y) to an investor
after a Contract of Sale, provided that the Underwriter has complied with
paragraph (i) above in connection with such Contract of Sale. The
Underwriter shall keep sufficient records of any conveyance of Computational
Materials to potential or actual investors and shall maintain such records
as
required by the Rules and Regulations.
(e) If
the
Underwriter does not furnish a Free Writing Prospectus to the Depositor’s
counsel prior to the scheduled print date of the Prospectus Supplement, such
Underwriter will be deemed to have represented that it did not convey any Free
Writing Prospectus to any potential investor.
(f) Each
Free
Writing Prospectus shall contain legends substantially similar to the
following:
The
issuer has filed a registration statement (including a prospectus) with the
SEC
for the offering to which this free writing prospectus
relates. Before you invest, you should read the prospectus in that
registration statement and other documents the issuer has filed with the SEC
for
more complete information about the issuer and this offering. You may
get these documents for free by visiting XXXXX on the SEC Web site at
xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling toll-free 0-000-000-0000.
This
free
writing prospectus does not contain all information that is required to be
included in the base prospectus and the prospectus supplement.
The
information in this free writing prospectus supersedes information contained
in
any prior similar free writing prospectus relating to these securities prior
to
the time of your commitment to purchase.
The
asset-backed securities referred to in this free writing prospectus are being
offered when, as and if issued. In particular, you are advised that
asset-backed securities, and the asset pools backing them, are subject to
modification or revision (including, among other things, the possibility that
one or more classes of securities may be split, combined or eliminated), at
any
time prior to issuance or availability of a final prospectus. As a
result, you may commit to purchase securities that have characteristics that
may
change, and you are advised that all or a portion of the securities may not
be
issued that have the characteristics described in this free writing
prospectus. Our obligation to sell securities to you is conditioned
on the securities having the characteristics described in this free writing
prospectus. If that condition is not satisfied, we will notify you,
and neither the issuer nor the underwriter will have any obligation to you
to
deliver all or any portion of the securities which you have committed to
purchase, and there will be no liability between us as a consequence of the
non-delivery.
This
free
writing prospectus is being delivered to you solely to provide you with
information about the offering of the asset-backed securities referred to in
this free writing prospectus and to solicit an indication of your interest
in
purchasing such securities, when, as and if issued. Any such
indication of interest will not constitute a contractual commitment by you
to
purchase any of the securities.
(g) Any
Computational Materials shall include legends, in addition to those specified
in
paragraph (g) above, substantially similar to the following:
The
information in this free writing prospectus may be based on preliminary
assumptions about the pool assets and the structure. Any such
assumptions are subject to change.
The
information in this free writing prospectus may reflect parameters, metrics
or
scenarios specifically requested by you. If so, prior to the time of
your commitment to purchase, you should request updated information based on
any
parameters, metrics or scenarios specifically required by you.
Neither
the issuer of the securities nor any of its affiliates prepared, provided,
approved or verified any statistical or numerical information presented in
this
free writing prospectus, although that information may be based in part on
loan
level data provided by the issuer or its affiliates.
(h) On
or
before the Closing Date, the Representative shall execute and deliver to Xxxxxxx
Xxxxxxxx & Wood LLP a copy of an original issue discount pricing letter,
provided to the Representative by Xxxxxxx Xxxxxxxx & Xxxx LLP.
(i) The
Underwriter agrees to retain all Free Writing Prospectuses that it has used
and
that are not required to be filed pursuant to this Section 5 for a period of
three years following the initial bona fide offering of the Offered
Certificates.
(iii) The
following terms shall have the meanings set forth below, unless the context
clearly indicates otherwise:
Computational
Materials: Any Free Writing Prospectus prepared by the Underwriter
that contains only (i) information specified in paragraph (5) of the definition
of ABS Informational and Computational Materials in Item 1101(a) of Regulation
AB or (ii) information that is not Issuer Information.
Contract
of Sale: The meaning set forth in Rule 159 under the Securities
Act.
Derived
Information: Such information, if any, in any Free Writing Prospectus
prepared by any Underwriter that is not contained in either (i) the Registration
Statement, the Preliminary Prospectus, the Prospectus Supplement or the
Prospectus or amendments or supplements thereto, taking into account information
incorporated therein by reference (other than information incorporated by
reference from any) or (ii) any Pool Information.
Free
Writing Prospectus: A “written communication” within the meaning of Rule 405
under the Securities Act that describes the Certificates and/or the Mortgage
Loans.
Issuer
Information: Such information as defined in Rule 433(h) under the Securities
Act
and which shall not include information that is merely based on or derived
from
such information.
Issuer
Free Writing Prospectus: The meaning set forth in Rule 405 of the Securities
Act
except that (i) Computational Materials shall not be an Issuer Free Writing
Prospectus; (ii) any Free Writing Prospectus or portion thereof prepared by
or
on behalf of the underwriter that includes any Issuer Information that is not
approved by the Depositor for use therein shall not be an Issuer Free Writing
Prospectus and (iii) no Free Writing Prospectus shall be deemed to be prepared
by the Underwriter on behalf of the Issuer if such Free Writing Prospectus
is
not delivered to the Depositor prior to first use in accordance with Section
4(ii)(d) hereof.
Pool
Information: Information relating to the trust assets furnished by
the Company to any Underwriter upon which the mathematical calculations
reflected in the Computational Materials of such Underwriter are
based.
Preliminary
Term Sheet: A Free Writing Prospectus that contains information
described in paragraphs (1) – (3) of the definition of ABS Informational and
Computational Materials in Item 1101(a) of Regulation AB but which does not
include Derived Information.
Static
Pool Data: The information set forth in the Prospectus Supplement
pursuant to Item 1105 of Regulation AB under the Act, whether or not such
information is incorporated in the Prospectus Supplement or the Registration
Statement.
(iv) (a)
In
the event that any Underwriter or the Depositor becomes aware that, as of the
time of the Contract of Sale, any Free Writing Prospectus or the Preliminary
Prospectus prepared by or on behalf of the Underwriter and delivered to a
purchaser of an Offered Certificate contained any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under which
they
were made, not misleading (such Free Writing Prospectus or Preliminary
Prospectus, a “Defective Prospectus”), the Underwriter or the Depositor shall
notify the other parties to this Agreement thereof within one business day
after
discovery.
(b) The
party responsible for the information to be corrected, if requested by the
Depositor or the Underwriter, as appropriate, shall prepare a Free Writing
Prospectus or Preliminary Prospectus, as applicable, with Corrective Information
that corrects the material misstatement in or omission from the Defective
Prospectus (such corrected Free Writing Prospectus or Preliminary Prospectus,
a
“Corrected Prospectus”).
(c) The
Underwriter shall deliver the Corrected Prospectus to each purchaser of an
Offered Certificate which received the Defective Prospectus prior to entering
into an agreement to purchase any Offered Certificates.
(d) The
Underwriter shall notify such purchaser in a prominent fashion that the prior
agreement to purchase Offered Certificates has been terminated, and of such
purchaser’s rights as a result of termination of such agreement.
(e) The
Underwriter shall provide such purchaser with an opportunity to affirmatively
agree to purchase such Offered Certificates on the terms described in the
Corrected Prospectus.
The
Underwriter covenants with the Depositor that after the final Prospectus is
available the Underwriter shall not distribute any written information
concerning the Offered Certificates to a prospective purchaser of Offered
Certificates unless such information is preceded or accompanied by the final
Prospectus.
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) By
the
Closing Date, the Underwriter shall have received the favorable opinion, dated
as of the Closing Date, of Xxxxxxx Xxxxxxxx & Wood 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 Preliminary Prospectus, the Prospectus, any Issuer Free Writing
Prospectus (or any amendment or supplement thereto) or the Static Pool Data
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 Trustee Information, as defined in the Trustee Indemnification Agreement,
the Option One Information, as defined in the Option One Indemnification
Agreement, the FMC Information, as defined in the Fieldstone Indemnification
Agreement, the HomEq Information, as defined in the HomEq Indemnification
Agreement, the Xxxxx Fargo Information, as defined in the Xxxxx Fargo
Indemnification Agreement, the BSFP Information, as defined in the Swap Provider
Indemnification Agreement, or (b) made in reliance upon and in conformity with
the Underwriter Information.
|
·
|
The
Underwriter agrees to indemnify and hold harmless the Company, its
officers who signed the applicable Registration Statement or any
amendment
thereof, its directors, and each person who controls the Company
within
the meaning of either the Act or the Exchange Act against any and
all
losses, claims, damages or liabilities (or actions in respect thereof)
to
which they may become subject, insofar as such losses, claims, damages
or
liabilities (or actions in respect thereof) arise out of or are based
upon
(A) the Underwriter’s failure to comply with Section 4(ii)(b) of this
Agreement or (B) any untrue statement or alleged untrue statement
of any
material fact contained in (i) the Derived Information and (ii) the
Registration Statement, the Preliminary Prospectus, the Prospectus,
or any
amendment or supplement thereto, or arise out of, or are based upon,
the
omission or the alleged omission to state therein a material fact
required
to be stated in clause (b)(B)(i) or (ii) above or necessary to make
the
statements made therein not misleading, but with respect to clause
(b)(B)(ii) above, only to the extent that such untrue statement or
alleged
untrue statement or omission or alleged omission was made in reliance
upon
and in conformity with the Underwriter Information; provided, however,
that any such omission or alleged omission relating to the Derived
Information shall be determined by reading such Derived Information
in
conjunction with the Preliminary Prospectus or the Prospectus, as
applicable, as an integral document and in light of the circumstances
under which such statements in such Derived Information and Prospectus
were made. This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise
have.
|
|
·
|
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 benefits received by the Company on the one hand
and the Underwriter on the other shall be in such proportion so that the
Underwriter is responsible for an amount equal to the amount of the loss
multiplied by a fraction, the numerator of which is the Spread and the
denominator of which is the aggregate principal balance of the Offered
Certificates as set forth on the Prospectus Supplement and the Company is
responsible for the balance. The relative benefits received by the
Underwriter shall be the Spread. 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 0000 Xxx) 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 the 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. “Spread” means the sum of the following with
respect to each class of Offered Certificates: the product of (a) the aggregate
principal amount of that class of Offered Certificates and (b) the aggregate
difference between the price to the public of that class of Offered Certificates
and the purchase price of such class as set forth on Schedule A.
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 the 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. (i) 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.
(ii) 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: Xxxx 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 Xxxxxxxx
|
||||||||||||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||||||||||||
|
Title:
|
Associate
Director
|
||||||||||||
|
By:
|
/s/
Xxxxxx Xxx
|
|||||||
|
Name:
|
Xxxxxx
Xxx
|
|||||||
|
Title:
|
Associate
Director
|
|
CONFIRMED
AND ACCEPTED,
as
of the date first above written:
|
|||||||||||||
|
UBS
SECURITIES LLC
|
|||||||||||||
|
By:
|
/s/
Xxxxx Xxxxxxxx
|
||||||||||||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||||||||||||
|
Title:
|
Associate
Director
|
||||||||||||
|
By:
|
/s/
Xxxxxx Xxx
|
||
|
Name:
|
Xxxxxx
Xxx
|
||
|
Title:
|
Associate
Director
|
||
|
For
itself and the other Underwriters named in Schedule A to the foregoing
Agreement.
|
|||
SCHEDULE
A
|
Class
of
Certificates
Purchased
|
Aggregate
Principal
Amount
of such Class
to
be Purchased
|
Purchase
Price as a percentage of the Aggregate Principal Amount of
such
Class
to be Purchased
|
Price
to Public as a percentage of the Aggregate Principal Amount of
such
Class
to be Purchased
|
|||||||||
|
UBS
SECURITIES LLC
|
||||||||||||
|
Class
A-1
|
$ |
237,414,000
|
99.7500 | % | 100.0000 | % | ||||||
|
Class
A-2
|
$ |
51,500,000
|
99.7500 | % | 100.0000 | % | ||||||
|
Class
A-3
|
$ |
34,150,000
|
99.7500 | % | 100.0000 | % | ||||||
|
Class
A-4
|
$ |
11,301,000
|
97.7245 | % | 97.9745 | % | ||||||
|
Class
M-1
|
$ |
16,707,000
|
97.6958 | % | 97.9458 | % | ||||||
|
Class
M-2
|
$ |
15,371,000
|
96.7841 | % | 97.0341 | % | ||||||
|
Class
M-3
|
$ |
9,356,000
|
95.8941 | % | 96.1441 | % | ||||||
|
Class
M-4
|
$ |
8,242,000
|
94.0733 | % | 94.3233 | % | ||||||
|
Class
M-5
|
$ |
7,797,000
|
87.9991 | % | 88.2491 | % | ||||||
|
Class
M-6
|
$ |
6,014,000
|
85.6059 | % | 85.8559 | % | ||||||
|
Class
M-7
|
$ |
4,456,000
|
81.8208 | % | 82.0708 | % | ||||||
|
Class
M-8
|
$ |
6,683,000
|
76.1389 | % | 76.3889 | % | ||||||
|
Class
M-9
|
$ |
4,009,000
|
72.1562 | % | 72.4062 | % | ||||||
EXHIBIT
A
PROSPECTUS
SUPPLEMENT dated August 24, 2007
(To
Prospectus dated February 26, 2007)|
$413,000,000
(Approximate)
(Issuing
Entity)
Mortgage
Asset Securitization Transactions, Inc.
(Depositor)
UBS
Real Estate Securities Inc.
(Sponsor
and Seller)
Option
One Mortgage
Corporation
HomEq
Servicing
(Servicers)
Xxxxx
Fargo Bank, N.A.
(Master
Servicer, Custodian and Trust Administrator)
Mortgage
Pass Through Certificates, Series 2007-HE2
|
 |
The
MASTR
Asset Backed Securities Trust 2007-HE2 is issuing nineteen classes of
certificates, but is offering only thirteen classes through this prospectus
supplement.
|
·
|
The
trust’s main source of funds for making distributions on the certificates
will be collections on closed-end, fixed-rate and adjustable-rate
mortgage
loans secured by first and second mortgages or deeds of trust on
residential one- to four-family
properties.
|
|
·
|
Credit
enhancement will be provided by subordination as described in this
prospectus supplement under “Description of the Certificates—Credit
Enhancement,” overcollateralization as described in this prospectus
supplement under “Description of the Certificates—Overcollateralization
Provisions” and excess interest as described in this prospectus supplement
under “Description of the Certificates—Overcollateralization
Provisions.”
|
|
·
|
The
Certificates also will have the benefit of an interest rate swap
agreement
as described in this prospectus supplement under “The Interest Rate Swap
Agreement.”
|
| You
should consider carefully the risk factors beginning on page S-20 in
this
prospectus supplement and page 8 in the prospectus.
The
certificates will not represent obligations of Mortgage Asset
Securitization Transactions, Inc., UBS Real Estate Securities Inc.,
UBS
Securities LLC or any other person or entity. No governmental
agency or instrumentality will insure the certificates or the collateral
securing the certificates.
You
should consult with your own advisors to determine if the offered
certificates are appropriate investments for you and to determine
the
applicable legal, tax, regulatory and accounting treatment of the
offered
certificates.
|
Neither
the SEC nor any state securities commission has approved the offered
certificates or determined that this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
We
will
not list the offered certificates on any national securities exchange or on
any
automated quotation system of any registered securities association such as
NASDAQ.
The
underwriter, UBS Securities LLC, will purchase the offered certificates from
Mortgage Asset Securitization Transactions, Inc. UBS Securities LLC
expects to deliver the offered certificates in book entry form through the
facilities of The Depository Trust Company, and upon request, through the
facilities of Clearstream Banking Luxembourg and the Euroclear System, to
purchasers on or about August 30, 2007.
The
proceeds to the depositor are expected to be approximately $404,860,949 before
deducting expenses. See “Underwriting” in this prospectus
supplement. UBS Securities LLC will sell the offered certificates
from time to time in negotiated transactions at varying prices determined at
the
time of sale.
section
shall indemnify to the extent permitted by law and hold harmless the depositor,
the trustee, the trust administrator, the master servicer, the servicers and
any
NIMS Insurer from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or
holding.
Prospective
Plan investors should consult with their legal advisors concerning the impact
of
ERISA and the Exemption or any other exemption, and the potential consequences
in their specific circumstances, prior to making an investment in the
certificates. Moreover, each Plan fiduciary should determine whether under
the
general fiduciary standards of investment prudence and diversification, an
investment in the offered certificates is appropriate for the Plan, taking
into
account the overall investment policy of the Plan and the composition of the
Plan’s investment portfolio.
LEGAL
INVESTMENT
None
of the Certificates will constitute
“mortgage related securities” for purposes of SMMEA.
The
depositor makes no representations as to the proper characterization of any
class of offered certificates for legal investment or other purposes, or as
to
the ability of particular investors to purchase any class of offered
certificates under applicable legal investment restrictions. These
uncertainties may adversely affect the liquidity of any class of offered
certificates. Accordingly, all institutions whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their legal advisors in determining whether and to what extent any class of
offered certificates constitutes a legal investment or is subject to investment,
capital or other restrictions. See “Legal Investment” in the
prospectus.
USE
OF PROCEEDS
The
depositor will apply the net
proceeds of the sale of the offered certificates to the purchase of the Mortgage
Loans transferred to the trust.
UNDERWRITING
Subject
to the terms and conditions set forth in the Underwriting Agreement, dated
the
date hereof (the “Underwriting Agreement”), the Depositor has agreed to sell,
and the underwriter has agreed to purchase, the offered
certificates.
Distribution
of the offered certificates will be made from time to time in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. Proceeds to the depositor from the sale of the offered
certificates, before deducting expenses payable by the depositor, will be
approximately $404,860,949. In connection with the purchase and sale
of the offered certificates, the underwriter may be deemed to have received
compensation from the depositor in the form of underwriting
discounts.
The
offered certificates are offered subject to receipt and acceptance by the
underwriter, to prior sale and to the underwriter’s right to reject any order in
whole or in part and to withdraw, cancel or modify the offer without notice.
It
is expected that delivery of the offered certificates will be made through
the
facilities of DTC, Clearstream and the Euroclear System on or about the closing
date. The offered certificates will be offered in Europe and the
United States of America.
The
underwriting agreement provides that the depositor will indemnify the
underwriter against certain civil liabilities, including liabilities under
the
Securities Act of 1933, as amended, or will contribute to payments the
underwriter may be required to make in respect thereof.
RATINGS
It
is a condition to the issuance of the
offered certificates that they receive the ratings set forth in the table
entitled “The Series 2007-HE2 Certificates” in this prospectus
supplement.
EXHIBIT
B
European
Economic Area
In
relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member
State), the Underwriter has represented and agreed that with effect
from and including the date on which the Prospectus Directive is implemented
in
that Relevant Member State (the Relevant Implementation Date)
it has not made and will not make an offer of certificates to the public in
that
Relevant Member State prior to the publication of a prospectus in relation
to
the certificates which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant Member State,
all
in accordance with the Prospectus Directive, except that it may, with effect
from and including the Relevant Implementation Date, make an offer of
certificates to the public in that Relevant Member State at any
time:
|
(a)
|
to
legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose corporate
purpose is solely to invest in
securities;
|
|
(b)
|
to
any legal entity which has two or more of (1) an average of at least
250
employees during the last financial year; (2) a total balance sheet
of
more than €43,000,000 and (3) an annual net turnover of more than
€50,000,000, as shown in its last annual or consolidated accounts;
or
|
|
(c)
|
in
any other circumstances which do not require the publication by the
Issuer
of a prospectus pursuant to Article 3 of the Prospectus
Directive.
|
For
the
purposes of this provision, the expression an “offer of certificates to the
public” in relation to any certificates in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the certificates to be offered so as to enable an
investor to decide to purchase or subscribe the certificates, as the same may
be
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State and the expression Prospectus Directive
means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.
United
Kingdom
The
Underwriter has represented and agreed that:
|
(a)
|
it
has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement
to
engage in investment activity (within the meaning of Section 21 of
the
Financial Services and Markets Act) received by it in connection
with the
issue or sale of the certificates in circumstances in which
Section 21(1) of the Financial Services and Markets Act does not
apply to
the Issuer; and
|
|
(b)
|
it
has complied and will comply with all applicable provisions of the
Financial Services and Markets Act with respect to anything done
by it in
relation to the certificates in, from or otherwise involving the
United
Kingdom.
|
