LB-UBS COMMERCIAL MORTGAGE TRUST 2007-C7, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C7Underwriting Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
The Certificates will evidence beneficial ownership interests in a trust fund (the "Trust Fund") to be formed by the Company and consisting primarily of a segregated pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans"). Certain of the Mortgage Loans (the "UBS Mortgage Loans") will be acquired by the Company from UBS Real Estate Securities Inc. ("UBSRESI"), pursuant to a mortgage loan purchase agreement dated as of November 20, 2007 (the "UBS Mortgage Loan Purchase Agreement"), between the Company and UBSRESI. Certain of the Mortgage Loans (the "Lehman Mortgage Loans") will be acquired by the Company from Lehman Brothers Holdings Inc. ("LBHI"), pursuant to a mortgage loan purchase agreement dated as of November 20, 2007 (the "LBHI Mortgage Loan Purchase Agreement"), between the Company and LBHI. Certain of the Mortgage Loans (the "Key Mortgage Loans") will be acquired by the Company from KeyBank National Association ("Key"), pursuant to a mortga
LASALLE BANK NATIONAL ASSOCIATION, as Trustee POOLING AND SERVICING AGREEMENT Dated as of November 12, 2007Pooling and Servicing Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated as of November 12, 2007, relating to the above-referenced Certificates (the "Agreement"), LaSalle Bank National Association, in its capacity as trustee (the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the date hereof to the Agreement (except as identified in the exception report attached hereto) that: (i) all documents specified or referred to in subclause (A) of the first sentence of Section 2.02(b) are in its possession or the possession of a Custodian on its behalf; (ii) the recordation/filing contemplated by Section 2.01(c) of the Agreement (except in the case of an Outside Serviced Trust Mortgage Loan) has been completed (based solely on receipt by the Trustee or by a Custodian on its behalf of the particular recorded/filed documents); (iii) all documents received by it or any Custodian with respect to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (
EXECUTION COPY UBS MORTGAGE LOAN PURCHASE AGREEMENT Mortgage Loan Purchase Agreement, dated as of November 20, 2007 (the "Agreement"), between UBS Real Estate Securities Inc. (together with its successors and permitted assigns hereunder, the "Seller")...Ubs Mortgage Loan Purchase Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
We have acted as special counsel to the Seller in connection with the following transactions: (i) the sale by the Seller, and the purchase by SASC, of multifamily and commercial mortgage loans in the principal amount of approximately $1,120,456,369.60 (the "UBS Mortgage Loans"), pursuant to the MLPA; (ii) the execution by the Seller of the UBS Indemnification Agreement, dated as of November 20, 2007 (the "Indemnification Agreement"), by and among the Seller, SASC and the Underwriters (as defined below); and (iii) the acknowledgement by the Seller of certain sections of the Underwriting Agreement, dated as of November 20, 2007 (the "Underwriting Agreement"), by and among SASC, Lehman Brothers Inc. ("Lehman"), Wachovia Capital Markets, LLC ("Wachovia Capital") and UBS Securities LLC ("UBS SEC" and, together with Lehman and Wachovia Capital, the "Underwriters") and acknowledged with respect to certain sections by the Seller and Lehman Brothers Holdings Inc.
EXECUTION COPY LBHI MORTGAGE LOAN PURCHASE AGREEMENT Mortgage Loan Purchase Agreement, dated as of November 20, 2007 (the "Agreement"), between Lehman Brothers Holdings Inc. (together with its successors and permitted assigns hereunder, the "Seller")...Lbhi Mortgage Loan Purchase Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
Wachovia Bank, National Association Charlotte, NC 28288-1075Pooling and Servicing Agreement • March 28th, 2008 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities
Reference is hereby made to that certain Pooling and Servicing Agreement dated as of April 11, 2007, by and among Structured Asset Securities Corporation, II, as Depositor, Wachovia Bank, National Association, as Master Servicer, LNR Partners, Inc., as Special Servicer, LaSalle Bank, National Association, as Trustee,, with respect to Commercial Mortgage Pass-Through Certificates, Series 2007-C2 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.
Wachovia Bank, National Association Charlotte, NC 28288-1075LB-UBS Commercial Mortgage Trust 2007-C7 • March 28th, 2008 • Asset-backed securities
Reference is hereby made to that certain Pooling and Servicing Agreement dated as of August 13, 2007, by and among Structured Asset Securities Corporation, II, as Depositor, Wachovia Bank, National Association, as Master Servicer, Midland Loan Services, Inc., as Special Servicer, LaSalle Bank, National Association, as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2007-C6 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.
Wachovia Bank, National Association Charlotte, NC 28288-1075LB-UBS Commercial Mortgage Trust 2007-C7 • March 28th, 2008 • Asset-backed securities
Reference is hereby made to that certain Pooling and Servicing Agreement dated as of November 12, 2007, by and among Structured Asset Securities Corporation, II, as Depositor, Wachovia Bank, National Association, as Master Servicer, LNR Partners, Inc., Inc., as Special Servicer, LaSalle Bank, National Association as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2007-C7 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.
EXECUTION COPY KEY MORTGAGE LOAN PURCHASE AGREEMENT Mortgage Loan Purchase Agreement, dated as of November 20, 2007 (the "Agreement"), between KeyBank National Association (together with its successors and permitted assigns hereunder, the "Seller")...Key Mortgage Loan Purchase Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
