MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.
$642,071,000
MASTR Asset-Backed Securities Trust 2006-HE1
Mortgage Pass-Through Certificates
UNDERWRITING AGREEMENT
February 22, 2006
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 2006-HE1, Class A-1, Class A-2, Class A-3, 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, Class M-9, Class M-10 and Class M-11 Certificates (the "OFFERED
CERTIFICATES" and, together with the Class CE, Class P, Class R and Class R-X
Certificates, the "CERTIFICATES") issued pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2006 (the "POOLING AND SERVICING AGREEMENT"),
among the Company, as depositor, Xxxxx Fargo Bank, N.A, as servicer (the
"SERVICER") and master servicer and trust administrator (the "MASTER SERVICER"
and the "Trust Administrator"), JPMorgan Chase Bank, National Association as
servicer (the "Servicer"; together with Well Fargo Bank, N.A. the "Servicers")
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 February 22,
2006 (the "ASSIGNMENT AGREEMENT"), among UBS Real Estate Securities Inc.
("UBSRES"), the Company and Fremont Investment & Loan, 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 February 22, 2006 (the "Chase Indemnification Agreement"), between
the Company and JPMorgan Chase Bank, National Association; the Indemnification
Agreement, dated as of February 22, 2006 (the "Trustee Indemnification
Agreement"), between the Company and the Trustee; the Indemnification Agreement,
dated as of February 22, 2006 (the "Bear Xxxxxxx Indemnification Agreement"),
between the Company and Bear Xxxxxxx Financial Products Inc.; the
Indemnification Agreement, dated as of February 22, 2006 (the "Fremont
Indemnification Agreement"), between the Company and Fremont Investment & Loan;
the Indemnification Agreement, dated as of February 22, 2006 (the "Novelle
Indemnification Agreement"), between the Company and Novelle Financial Services,
Inc.; the Indemnification Agreement, dated as of February 22, 2006 (the "Xxxxx
Fargo Servicer Indemnification Agreement"), between the Company and the
Servicer; the Indemnification Agreement, dated as of February 22, 2006 (the
"Xxxxx Fargo Master Servicer Indemnification Agreement"; together with the
Radian Indemnification Agreement, the Trustee Indemnification Agreement, the
Bear Xxxxxxx Indemnification Agreement, the Fremont Indemnification Agreement
and the Xxxxx Fargo Servicer Indemnification Agreement, the "Indemnification
Agreements"), between the Company and the Master Servicer. The Pooling and
Servicing Agreement, the Assignment Agreement 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. 333-124678) 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 June 2, 2005, 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 free writing prospectus, dated February
17, 2006 to the prospectus, dated June 2, 2005 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 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 (A) arising from or included in the Company Information
(as defined in the Indemnification Agreement) 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 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, 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 & Xxxx LLP, Two
World Financial Center, New York, New York 10281, 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 February 24, 2006, 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 Preliminary Prospectus to be
transmitted to the Commission for filing pursuant to Rule 433 under the 1933 Act
by means reasonably calculated to result in filing with the Commission pursuant
to said rule. 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 Preliminary Prospectus or 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 Preliminary Prospectus or
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
Preliminary Prospectus or 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) Prior to entering into any Contract of Sale, the Underwriter
shall convey the Preliminary Prospectus to each prospective investor. The
Underwriter shall keep sufficient records to document its conveyance of the
Preliminary Prospectus to each potential investor prior to the related Contract
of Sale.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) On or before the Closing Date, the Representative shall
execute and deliver to Xxxxxxx Xxxxxxxx & Xxxx LLP a copy of an original issue
discount pricing letter, provided to the Representative by Xxxxxxx Xxxxxxxx &
Xxxx LLP.
(j) 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, any
Preliminary Prospectus, any 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 prepared by or on behalf of the Underwriter or Preliminary Prospectus
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 & 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. (i) 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:
(a) 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;
(b) 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
(c) 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 Radian Information, as defined in the Radian Indemnification
Agreement, the Trustee Information, as defined in the Trustee Indemnification
Agreement, the Bear Xxxxxxx Information, as defined in the Bear Xxxxxxx
Financial Products, Inc. Indemnification Agreement, the Fremont Information, as
defined in the Fremont Indemnification Agreement, the Xxxxx Fargo Information,
as defined in the Xxxxx Fargo Servicing Indemnification Agreement, the Xxxxx
Fargo Information, as defined in the Xxxxx Fargo Master Servicing
Indemnification Agreement, or (b) made in reliance upon and in conformity with
the Underwriter Information.
(d) 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.
(e) 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 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 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: Director
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Associate Director
CONFIRMED AND ACCEPTED,
as of the date first above written:
UBS SECURITIES LLC
By: /s/ Xxxxx XxXxxxxx
--------------------------------
Name:Xxxxx XxXxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Associate Director
For itself and the other Underwriter named
in Schedule A to the foregoing Agreement.
SCHEDULE A
Purchase Price as a Price to Public as a
Class of Aggregate Principal percentage of the percentage of the
Certificates Amount of such Class Aggregate Principal Aggregate Principal
Purchased to be Purchased Amount of such Amount of such
------------------------------------ ---------------------------- Class to be Purchased Class to be Purchased
--------------------- ---------------------
UBS SECURITIES LLC
Class A-1................... $291,109,000 99.75000% 100.000000%
Class A-2................... $77,391,000 99.75000% 100.000000%
Class A-3................... $99,533,000 99.75000% 100.000000%
Class A-4................... $37,044,000 99.75000% 100.000000%
Class M-1................... $25,418,000 99.75000% 100.000000%
Class M-2................... $23,108,000 99.75000% 100.000000%
Class M-3................... $14,525,000 99.75000% 100.000000%
Class M-4................... $12,214,000 99.75000% 100.000000%
Class M-5................... $11,554,000 99.75000% 100.000000%
Class M-6................... $10,563,000 99.75000% 100.000000%
Class M-7................... $9,903,000 99.75000% 100.000000%
Class M-8................... $8,913,000 99.75000% 100.000000%
Class M-9................... $7,262,000 99.75000% 100.000000%
Class M-10.................. $6,932,000 82.92480% 83.174800%
Class M-11.................. $6,602,000 73.39560% 73.645600%
EXHIBIT A
PROSPECTUS SUPPLEMENT DATED February 22, 2006
(To Prospectus dated June 2, 2005)
$642,071,000 (APPROXIMATE)
MASTR ASSET BACKED SECURITIES TRUST 2006-HE1
(ISSUING ENTITY)
MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.
(DEPOSITOR)
UBS REAL ESTATE SECURITIES INC.ED]
(SPONSOR AND SELLER)
XXXXX FARGO BANK, N.A.
(MASTER SERVICER, SERVICER AND TRUST ADMINISTRATOR)
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(SERVICER)
MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2006-HE1
The MASTR Asset Backed Securities Trust 2006-HE1 is issuing nineteen
classes of certificates, but is offering only fifteen classes through this
prospectus supplement.
o 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.
o 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."
o The Certificates also will have the benefit of two interest rate swap
agreements as described in this prospectus supplement under "Description of
the Certificates--Interest Rate Swap Agreements, the Swap Providers and the
Swap Account" and a cap contract as described in this prospectus supplement
under "Description of the Certificates--Cap Contract."
--------------------------------------------------------------------------------
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-17 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 February 27, 2006.
The proceeds to the depositor are expected to be approximately
$637,559,582 before TTED] 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.
[UBS INVESTMENT BANK LOGO]
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 $637,559,582. 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 2006-HE1
Certificates" in this prospectus supplement.
A securities rating addresses the likelihood of the receipt by a
certificateholder of distributions on the Mortgage Loans. The rating takes into
consideration the characteristics of the Mortgage Loans and the structural,
legal and tax aspects associated with the certificates. The ratings on the
offered certificates do not, however, constitute statements regarding the
likelihood or frequency of prepayments on the Mortgage Loans, the payment of the
Net WAC Rate Carryover Amount or the possibility that a holder of an offered
certificate might realize a lower than anticipated yield.
The depositor has not engaged any rating agency other than Xxxxx'x
Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a
division of the XxXxxx-Xxxx Companies, Inc. ("S&P") to provide ratings on the
offered certificates. However, there can be no assurance as to whether any other
rating agency will rate the offered certificates, or, if it does, what rating
would be assigned by any such other rating agency. Any rating on the offered
certificates by another rating agency, if assigned at all, may be lower than the
ratings assigned to the offered certificates by Moody's and S&P.
A security rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently
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 authorised or regulated to operate in the
financial markets or, if not so authorised 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 (euro)43,000,000 and (3) an annual net turnover of more
than (euro)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.