0001162318-06-001515 Sample Contracts

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., Depositor UBS REAL ESTATE SECURITIES INC., Transferor WELLS FARGO BANK, N.A., Master Servicer, Trust Administrator and Custodian
Pooling and Servicing Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and UBS REAL ESTATE SECURITIES INC., as Seller and CENLAR FSB, as Servicer SERVICING AGREEMENT Dated as of January 1, 2006
Servicing Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York
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AMENDED and RESTATED PURCHASE, WARRANTIES and SERVICING AGREEMENT Between UBS REAL ESTATE SECURITIES INC. as Purchaser And SUNTRUST MORTGAGE, INC. as Seller Dated as of December 1, 2004
Purchase Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • Virginia
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Agreement”), dated as of October 27, 2006, among UBS Real Estate Securities Inc. (the “Assignor”), Mortgage Asset Securitization Transactions, Inc. (the “Assignee”), and SunTrust Mortgage, Inc. (the “Company” or “Seller”):

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AMENDMENT NUMBER ONE to the AMENDED AND RESTATED PURCHASE, WARRANTIES AND SERVICING AGREEMENT dated as of December 1, 2004 between UBS REAL ESTATE SECURITIES INC. and SUNTRUST MORTGAGE, INC.
Purchase, Warranties and Servicing Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE is made this 1st day of July, 2005, by and between SunTrust Mortgage, Inc. (the “Seller”) and UBS Real Estate Securities Inc. (the “Purchaser”), to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of December 1, 2004, by and between the Seller and the Purchaser (the “Agreement”).

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (the “Agreement”), dated as of October 1, 2006, 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”).

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SUNTRUST ASSET FUNDING, LLC Purchaser SUNTRUST MORTGAGE, INC. Seller and Servicer SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT Dated as of November 1, 2005
Seller’s Purchase, Warranties and Servicing Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York
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AMENDMENT NUMBER TWO to the AMENDED AND RESTATED PURCHASE, WARRANTIES AND SERVICING AGREEMENT dated as of December 1, 2004 between UBS REAL ESTATE SECURITIES INC. and SUNTRUST MORTGAGE, INC.
Purchase Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York

This AMENDMENT NUMBER TWO is made this 28th day of February, 2006, by and between SunTrust Mortgage, Inc. (the “Seller”) and UBS Real Estate Securities Inc. (the “Purchaser”), to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of December 1, 2004, by and between the Seller and the Purchaser (the “Agreement”).

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AMENDMENT NUMBER THREE to the AMENDED AND RESTATED PURCHASE, WARRANTIES AND SERVICING AGREEMENT dated as of December 1, 2004 between UBS REAL ESTATE SECURITIES INC. and SUNTRUST MORTGAGE, INC.
Purchase, Warranties and Servicing Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York

This AMENDMENT NUMBER THREE is made this 1st day of April, 2006, by and between SunTrust Mortgage, Inc. (the “Seller”) and UBS Real Estate Securities Inc. (the “Purchaser”), to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of December 1, 2004, by and between the Seller and the Purchaser (the “Agreement”).

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REGULATION AB COMPLIANCE ADDENDUM TO SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Regulation Ab Compliance Addendum • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities

This Regulation AB Compliance Addendum (this “Reg AB Addendum”), dated as of September 1, 2006, by and between SunTrust Asset Funding, LLC (the “Purchaser”) and SunTrust Mortgage, Inc. (the “Seller”), to that certain Seller’s Purchase, Warranties and Servicing Agreement, dated as of November 1, 2005, by and between the Seller and the Purchaser (as amended, modified or supplemented, the “Agreement”).

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MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., as Depositor as Trustee WELLS FARGO BANK, N.A., as Trust Administrator
Trust Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment Agreement • November 13th, 2006 • MASTR Asset Securitization Trust 2006-3 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Agreement”), dated as of October 27, 2006, among SunTrust Asset Funding, LLC (the “Assignor”), UBS Real Estate Securities Inc. (the “Assignee”), and SunTrust Mortgage, Inc. (the “Company”):

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