0001162318-06-001587 Sample Contracts

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MASTER LOAN PURCHASE AND SERVICING AGREEMENT INDYMAC BANK, F.S.B.
Master Loan Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York
AMENDMENT NUMBER ONE to the MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of November 1, 2001, between UBS WARBURG REAL ESTATE SECURITIES INC., and COUNTRYWIDE HOME LOANS, INC.
Mortgage Loan Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made as of November 15, 2002, between Countrywide Home Loans, Inc., (the “Seller”) and UBS Warburg Real Estate Securities Inc., (the “Purchaser”), to the Master Loan Purchase and Servicing Agreement, dated as of November 1, 2001 (the “Agreement”) between the Purchaser and the Seller, as otherwise amended.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Agreement”), dated as of November 15, 2006, among UBS Real Estate Securities Inc., a Delaware corporation formerly known as UBS Warburg Real Estate Securities Inc. (“Assignor”), Mortgage Asset Securitization Transactions, Inc. (“Assignee”), U.S. Bank National Association, as trustee (the “Trustee”) of MASTR Adjustable Rate Mortgages Trust 2006-OA2 (the “Trust”), Countrywide Home Loans Servicing LP (the “Company”) and Countrywide Home Loans, Inc. (“CHL”):

AMENDMENT NUMBER TWO to the MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of November 1, 2001, between UBS WARBURG REAL ESTATE SECURITIES INC., and COUNTRYWIDE HOME LOANS, INC.
Mortgage Loan Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

This AMENDMENT NUMBER TWO (this “Amendment”) is made as of August 1, 2003, between Countrywide Home Loans, Inc., (the “Seller”) and UBS Warburg Real Estate Securities Inc., (the “Purchaser”), to the Master Loan Purchase and Servicing Agreement, dated as of November 1, 2001 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) between the Purchaser and the Seller, as otherwise amended.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (“Agreement”), dated as of November 15, 2006 (the “Closing Date”), among UBS Real Estate Securities Inc. (the “Assignor” and “UBSRES”), Mortgage Asset Securitization Transactions, Inc. (the “Assignee”), and IndyMac Bank, F.S.B. (the “Company”):

AMENDMENT NUMBER SEVEN to the MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of November 1, 2001, between UBS REAL ESTATE SECURITIES INC. and COUNTRYWIDE HOME LOANS, INC.
Number Seven • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

This AMENDMENT NUMBER SEVEN (this “Amendment Number Seven”) is made as of August 1, 2006, between Countrywide Home Loans, Inc., (the “Seller”) and UBS Real Estate Securities Inc. (the “Purchaser”), to the Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2001 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) between the Purchaser and the Seller.

AMENDMENT NUMBER FOUR to the MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of November 1, 2001, between UBS REAL ESTATE SECURITIES INC., and COUNTRYWIDE HOME LOANS, INC.
Mortgage Loan Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

This AMENDMENT NUMBER FOUR (this “Amendment Number Four”) is made as of June 22, 2004, between Countrywide Home Loans, Inc., (the “Seller”) and UBS Real Estate Securities Inc., (the “Purchaser”), to the Master Loan Purchase and Servicing Agreement, dated as of November 1, 2001 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) between the Purchaser and the Seller, as otherwise amended.

AMENDMENT NUMBER FIVE to the MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of November 1, 2001, between UBS REAL ESTATE SECURITIES INC., and COUNTRYWIDE HOME LOANS, INC.
Mortgage Loan Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made as of November 11, 2004, between Countrywide Home Loans, Inc., (the “Seller”) and UBS Real Estate Securities Inc., (the “Purchaser”), to the Master Loan Purchase and Servicing Agreement, dated as of November 1, 2001 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) between the Purchaser and the Seller.

AMENDED AND RESTATED AMENDMENT REG AB TO THE MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
Mortgage Loan Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities

This is Amended and Restated Amendment Reg AB (“Amendment Reg AB”), dated as of March 1, 2006, by and between UBS Real Estate Securities, Inc. (the “Purchaser”), and Countrywide Home Loans, Inc. (the “Company”) amends, restates and replaces in its entirety that certain Amendment Reg AB (the “Original Amendment”), dated as of March 1, 2006, by and between the Purchaser and the Company, to that certain Mortgage Loan Purchase and Servicing Agreement dated as of November 1, 2001 by and between the Company and the Purchaser (as amended, modified or supplemented, the “Existing Agreement”).

AMENDMENT NUMBER THREE to the MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of November 1, 2001, between UBS WARBURG REAL ESTATE SECURITIES INC., and COUNTRYWIDE HOME LOANS, INC.
Mortgage Loan Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • New York

This AMENDMENT NUMBER THREE (this "Amendment") is made as of November 1, 2003, between Countrywide Home Loans, Inc., (the "Seller") and UBS Warburg Real Estate Securities Inc., (the "Purchaser"), to the Master Loan Purchase and Servicing Agreement, dated as ofNovember 1, 2001 (as amended, supplemented or otherwise modified from time to time, the "Agreement") between the Purchaser and the Seller.

MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
Purchase and Servicing Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • Asset-backed securities • California
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • November 30th, 2006 • MASTR Adjustable Rate Mortgages Trust 2006-Oa2 • 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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