EXECUTION COPY
LBHI MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of November 21, 2006,
(the "Agreement"), between Xxxxxx Brothers Holdings Inc. (together with its
successors and permitted assigns hereunder, the "Seller") and Structured Asset
Securities Corporation II (together with its successors and permitted assigns
hereunder, the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit the Mortgage Loans, together
with certain other multifamily and commercial mortgage loans (the "Other Loans";
and, together with the Mortgage Loans, the "Securitized Loans"), into a trust
fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates") to be identified as the LB-UBS Commercial Mortgage Trust
2006-C7, Commercial Mortgage Pass-Through Certificates, Series 2006-C7. One or
more "real estate mortgage investment conduit" ("REMIC") elections will be made
with respect to the Trust Fund. The Certificates will be issued pursuant to a
Pooling and Servicing Agreement, to be dated as of November 13, 2006 (the
"Pooling and Servicing Agreement"), between the Purchaser, as depositor,
Wachovia Bank, National Association, as master servicer (the "Master Servicer"),
LNR Partners, Inc., as special servicer (the "Special Servicer") and LaSalle
Bank National Association, as trustee (the "Trustee"). Capitalized terms used
but not defined herein have the respective meanings set forth in the Pooling and
Servicing Agreement, as in effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of the date hereof, with Xxxxxx Brothers
Inc. ("Xxxxxx"), UBS Global Asset Management (US) Inc ("UBS-AM"), KeyBanc
Capital Markets, a division of McDonald Investments Inc. ("KBCM"), and Citigroup
Global Markets Inc. ("CGMI" and, together with Xxxxxx, UBS-AM and KBCM in such
capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has
also entered into a Certificate Purchase Agreement (the "Certificate Purchase
Agreement"), dated as of the date hereof, with Xxxxxx and UBS-AM (together in
such capacity, the "Placement Agents"), whereby the Purchaser will sell to the
Placement Agents all of the remaining Certificates (other than the Residual
Interest Certificates).
In connection with the transactions contemplated hereby, the
Seller, the Purchaser, the Underwriters and the Placement Agents have entered
into an Indemnification Agreement (the "Indemnification Agreement"), dated as of
the date hereof.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule
(the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Mortgage Loans will have an
aggregate principal balance of $1,721,897,422 (the "Initial LBHI Pool Balance")
as of the close of business on the Cut-off Date, after giving effect to any and
all payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on
December 5, 2006, or such other date as shall be mutually acceptable to the
parties hereto (the
"Closing Date"). The consideration for the Mortgage Loans shall consist of a
cash amount equal to a percentage (mutually agreed upon by the parties hereto)
of the Initial LBHI Pool Balance, plus interest accrued on each Mortgage Loan at
the related Mortgage Rate (net of the related Administrative Cost Rate), for the
period from and including November 13, 2006 up to but not including the Closing
Date, which cash amount shall be paid to the Seller or its designee by wire
transfer in immediately available funds (or by such other method as shall be
mutually acceptable to the parties hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of
the purchase price referred to in Section 1 hereof and satisfaction or waiver of
the conditions to closing set forth in Section 6 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller (other than the
primary servicing rights) in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive
all scheduled payments of principal and interest due after the Cut-off Date, and
all other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of
the initial Purchaser, deliver to and deposit with (i) the Trustee or a
Custodian appointed thereby, a Mortgage File for each Mortgage Loan in
accordance with the terms of, and conforming to the requirements set forth in,
the Pooling and Servicing Agreement, with copies of each Mortgage File to be
delivered by the Trustee to, upon request, the Master Servicer (at the expense
of the Trustee), within 10 Business Days of such request; and (ii) the Master
Servicer (or, at the direction of the Master Servicer, to the appropriate
Sub-Servicer), or, in the case of an Outside Serviced Trust Mortgage Loan, the
applicable Outside Servicer, all unapplied Escrow Payments and Reserve Funds in
the possession or under the control of the Seller that relate to the Mortgage
Loans. In addition, the Seller shall, in the case of each Mortgage Loan that is
an Outside Serviced Trust Mortgage Loan, deliver to and deposit with the master
Servicer, within 45 days of the Closing Date, a copy of the mortgage file that
was delivered to the related Outside Trustee under the related Non Trust
Mortgage Loan Securitization Agreement or to a custodian under a custodial
agreement that relates solely to such Outside Serviced Trust Mortgage Loan, as
applicable.
(d) The Seller shall, through an Independent third party (the
"Recording Agent") retained by it, as and in the manner provided in the Pooling
and Servicing Agreement (and in any event within 45 days following the later of
the Closing Date and the date on which all necessary recording information is
available to the Recording Agent), cause (i) each assignment of Mortgage and
each assignment of Assignment of Leases, in favor of, and delivered as part of
the related Mortgage File to, the Trustee, to be submitted for recordation in
the appropriate public office for real property records, and (ii) such
assignments to be delivered to the Trustee following their return by the
applicable public recording office, with copies of any such returned assignments
to be delivered by the Trustee to the Master Servicer, at the expense of the
Seller, at least every 90 days after the Closing Date (or at additional times
upon the request of the Master Servicer if reasonably necessary for the ongoing
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administration and/or servicing of the related Mortgage Loan by the Master
Servicer); provided that, in those instances where the public recording office
retains the original assignment of Mortgage or assignment of Assignment of
Leases, a certified copy of the recorded original shall be forwarded to the
Trustee. If any such document or instrument is lost or returned unrecorded
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording and delivery contemplated in the preceding paragraph, including,
without limitation, any out-of-pocket costs and expenses that may be incurred by
the Trustee in connection with any such recording or delivery performed by the
Trustee at the Seller's or the Purchaser's request and the fees of the Recording
Agent.
Pursuant to the Pooling and Servicing Agreement and a letter
agreement dated December 5, 2006 (the "Filing Letter Agreement") between
American Capital Strategies Ltd. (the "Payee"), the Depositor, the UBS Mortgage
Loan Seller, the KeyBank Mortgage Loan Seller and the Trustee, the Trustee,
through a third party (the "Filing Agent") retained by it, as and in the manner
provided in the Pooling and Servicing Agreement and at the expense of the Payee
(and in any event within 45 days following the later of the Closing Date and the
date on which all necessary filing information is available to the Filing
Agent), is required to cause (i) each assignment of Uniform Commercial Code
financing statements prepared by the Seller, in favor of, and delivered as part
of the related Mortgage File to the Trustee, to be submitted for filing in the
appropriate public office, and (ii) such assignments to be delivered to the
Trustee following their return by the applicable public filing office, with
copies of any such returned assignments to be delivered by the Trustee to the
Master Servicer, at the expense of the Seller, at least every 90 days after the
Closing Date (or at additional times upon the request of the Master Servicer if
reasonably necessary for the ongoing administration and/or servicing of the
related Mortgage Loan by the Master Servicer). The Seller hereby agrees to
reasonably cooperate with the Trustee and the Filing Agent with respect to the
filing of the assignments of Uniform Commercial Code financing statements as
described in this paragraph and to forward to the Trustee filing confirmation,
if any, received in connection with such Uniform Commercial Code financing
statements filed in accordance with this paragraph. Notwithstanding the
foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing
Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred
in connection with the filings referred to in this paragraph and (ii) required
to be paid by the Payee pursuant to the Filing Letter Agreement, and such
expenses are not paid by the Payee in advance of such filings, the Trustee,
pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement
and at the expense of the Seller, shall only be required to cause the Filing
Agent to file the assignments of such Uniform Commercial Code financing
statements with respect to Mortgage Loans secured by hotel or hospitality
properties.
(e) With respect to any Mortgage Loan, (other than an Outside
Serviced Trust Mortgage Loan), the Seller shall deliver to and deposit with the
Master Servicer, within 45 days of the Closing Date, the Mortgage Loan
Origination Documents (other than any document that constitutes part of the
Mortgage File for such Mortgage Loan); provided that the Seller shall not be
required to deliver any draft documents, privileged or other communications or
correspondence, credit underwriting or due diligence analyses or information,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations.
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(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
(g) In connection with the obligations of the Master Servicer
under Sections 3.01(e) and 3.19(c) of the Pooling and Servicing Agreement, with
regard to each Mortgage Loan (other than an Outside Serviced Trust Mortgage
Loan) that is secured by the interests of the related Mortgagor in a hospitality
property (identified on Schedule VI to the Pooling and Servicing Agreement) and
each Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that has
a related letter of credit, the Seller shall deliver to and deposit with the
Master Servicer, on or before the Closing Date, any related franchise agreement,
franchise comfort letter and the original of such letter of credit. Further, in
the event, with respect to a Mortgage Loan (other than an Outside Serviced Trust
Mortgage Loan) with a related letter of credit, the Master Servicer determines
that a draw under such letter of credit has become necessary under the terms
thereof prior to the assignment of such letter of credit having been effected in
accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the
Seller shall, upon the written direction of the Master Servicer, use its best
efforts to make such draw or to cause such draw to be made on behalf of the
Trustee.
(h) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer shall review the documents with respect to each Mortgage Loan delivered
by the Seller pursuant to or as contemplated by Section 2(e) and provide the
Seller and the Controlling Class Representative and the Special Servicer with a
certificate (the "Master Servicer Certification") within 90 days of the Closing
Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the
date of the Master Servicer Certification of such documents actually received;
provided that such review shall be limited to identifying the document received,
the Serviced Trust Mortgage Loan to which it purports to relate, that it appears
regular on its face and that it appears to have been executed (where
appropriate). Notwithstanding anything to the contrary set forth herein, to the
extent the Seller has not been notified in writing of its failure to deliver any
document with respect to a Mortgage Loan required to be delivered pursuant to or
as contemplated by Section 2(e) hereof prior to the date occurring 18 months
following the date of the Master Servicer Certification, the Seller shall have
no obligation to provide such document.
(i) In addition, on the Closing Date, the Seller shall deliver to
the Master Servicer for deposit in the Pool Custodial Account the Initial
Deposits relating to the Mortgage Loans.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
possesses all requisite authority, power, licenses, permits and franchises
to carry on its business as currently conducted by it and to execute,
deliver and comply with its obligations under the terms of this Agreement.
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(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the
Seller and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's organizational documents, (B)
violate any law or regulation or any administrative decree or order to
which the Seller is subject, or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Seller is a party or by which the Seller is
bound.
(iv) The Seller is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement
or instrument or subject to any organizational document or any other
corporate restriction or any judgment, order, writ, injunction, decree, law
or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution and delivery of this Agreement by the
Seller or the performance by the Seller of its obligations under this
Agreement.
(vi) Except for the recordation and/or filing of assignments
and other transfer documents with respect to the Mortgage Loans, as
contemplated by Section 2(d) hereof, no consent, approval, authorization or
order of, registration or filing with, or notice to, any court or
governmental agency or body, is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement; and no bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the
Seller's knowledge, threatened against the Seller that would, in the
Seller's good faith and reasonable judgment, prohibit its entering into
this Agreement or materially and adversely affect the performance by the
Seller of its obligations under this Agreement.
(viii) Under generally accepted accounting principles
("GAAP") and for federal income tax purposes, the Seller will report the
transfer of the Mortgage Loans to the Purchaser, as provided herein, as a
sale of the Mortgage Loans to the Purchaser in exchange for the
consideration specified in Section 1 hereof. In connection with the
foregoing, the Seller shall cause all of its records to reflect such
transfer as a sale (as opposed to a secured loan). The consideration
received by the Seller upon the sale of the Mortgage Loans to the Purchaser
will constitute at least reasonably equivalent value and fair consideration
for the Mortgage Loans.
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The Seller will be solvent at all relevant times prior to, and will not be
rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The
Seller is not selling the Mortgage Loans to the Purchaser with any intent
to hinder, delay or defraud any of the creditors of the Seller. After
giving effect to its transfer of the Mortgage Loans to the Purchaser, as
provided herein, the value of the Seller's assets, either taken at their
present fair saleable value or at fair valuation, will exceed the amount of
the Seller's debts and obligations, including contingent and unliquidated
debts and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially all
of the assets of the Seller. The Seller does not intend to, and does not
believe that it will, incur debts or obligations beyond its ability to pay
such debts and obligations as they mature.
(ix) No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser,
with respect to each Mortgage Loan, as of the Closing Date or as of such other
date expressly set forth therein, each of the representations and warranties
made by the Purchaser pursuant to Section 2.04(b) of the Pooling and Servicing
Agreement, except that all references therein to the Purchaser shall be deemed
to be references to the Seller and all references therein to the Mortgage Pool
shall be deemed to be references to all the Securitized Loans.
SECTION 4. Representations and Warranties of the Purchaser. In
order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(i) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Purchaser has the full corporate power and authority and legal right to
acquire the Mortgage Loans from the Seller and to transfer the Mortgage
Loans to the Trustee.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery hereof by the Seller, constitutes a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the
Purchaser and the Purchaser's performance and compliance with the terms of
this Agreement will not (A) violate the Purchaser's organizational
documents, (B) violate any law or regulation or any administrative decree
or order to which the Purchaser is subject or (C) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Purchaser is a party or by which
the Purchaser is bound.
(iv) Except as may be required under federal or state
securities laws (and which will be obtained on a timely basis), no consent,
approval, authorization or order of, registration or filing with, or notice
to, any governmental authority or court, is required for the
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execution, delivery and performance by the Purchaser of or compliance by
the Purchaser with this Agreement, or the consummation by the Purchaser of
any transaction described in this Agreement.
(v) Under GAAP and for federal income tax purposes, the
Purchaser will report the transfer of the Mortgage Loans by the Seller to
the Purchaser, as provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller receives written notice with respect to any
Mortgage Loan (i) that any document constituting a part of clauses (a)(i)
through (a)(xiii) (or, in the case of an Outside Serviced Trust Mortgage Loan,
clause (b)(i)) of the definition of "Mortgage File" or a document, if any,
specifically set forth on Schedule IX to the Pooling and Servicing Agreement has
not been executed (if applicable) or is missing (a "Document Defect") or (ii) of
a breach of any of the Seller's representations and warranties made pursuant to
Section 3(b) hereof (each such breach, a "Breach") relating to any Mortgage
Loan, and such Document Defect or Breach, as of the date specified in the fourth
paragraph of Section 2.03(a) to the Pooling and Servicing Agreement, materially
and adversely affects the value of the Mortgage Loan, then such Document Defect
shall constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach", as the case may be. Then, following receipt of a
Seller/Depositor Notification with respect to such Material Document Defect or
Material Breach, as the case may be, the Seller shall cure or repurchase the
subject Mortgage Loan, as the case may be, if and to the extent the Depositor is
required to do so, in the manner, under the circumstances, subject to the
conditions, within the time periods and upon all of the other terms set forth in
Section 2.03(a) of the Pooling and Servicing Agreement.
(b) In the event the Seller is obligated to repurchase any
Mortgage Loan pursuant to this Section 5, such obligation shall extend to any
successor REO Mortgage Loan with respect thereto as to which (A) the subject
Material Breach existed as to the subject predecessor Mortgage Loan prior to the
date the related Mortgaged Property became an REO Property or within 90 days
thereafter, and (B) as to which the Seller had received, no later than 90 days
following the date on which the related Mortgaged Property became an REO
Property, a Seller/Depositor Notification from the Trustee regarding the
occurrence of the applicable Material Breach and directing the Seller to
repurchase the subject Mortgage Loan.
(c) If one or more (but not all) of the Mortgage Loans
constituting a Cross-Collateralized Group are to be repurchased by the Seller as
contemplated by Section 5(a), then, prior to the subject repurchase, the Seller
or its designee shall use reasonable efforts, subject to the terms of the
related Mortgage Loans, to prepare and, to the extent necessary and appropriate,
have executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until (i) the Purchaser or its designee has received from the Seller
(A) an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust and (B) written
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confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates and (ii)
the Controlling Class Representative (if one is acting) has consented (which
consent shall not be unreasonably withheld and shall be deemed to have been
given if no written objection is received by the Seller (or by the Depositor)
within 10 Business Days of the Controlling Class Representative's receipt of a
written request for such consent); and provided, further, that the Seller may,
at its option, purchase the entire Cross-Collateralized Group in lieu of
terminating the cross-collateralization. All costs and expenses incurred by the
Purchaser or its designee pursuant to this paragraph shall be included in the
calculation of Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group is not or cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether the subject Breach or Document Defect, as the case may be,
materially and adversely affects the value of such Cross-Collateralized Group,
and (ii) the application of remedies, such Cross-Collateralized Group shall be
treated as a single Mortgage Loan.
(d) It shall be a condition to any repurchase of a Mortgage Loan
by the Seller pursuant to this Section 5 that the Purchaser shall have executed
and delivered such instruments of transfer or assignment then presented to it by
the Seller (or as otherwise required to be prepared, executed and delivered
under the Pooling and Servicing Agreement), in each case without recourse, as
shall be necessary to vest in the Seller the legal and beneficial ownership of
such Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto), to the extent that such
ownership interest was transferred to the Purchaser hereunder. If any Mortgage
Loan is to be repurchased as contemplated by this Section 5, the Seller shall
amend the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan
and shall forward such amended schedule to the Purchaser.
(e) Any repurchase of a Mortgage Loan pursuant to this Section 5
shall be on a whole loan, servicing released basis. The Seller shall have no
obligation to monitor the Mortgage Loans regarding the existence of a Breach or
Document Defect. It is understood and agreed that the obligations of the Seller
set forth in this Section 5 constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect.
(f) Notwithstanding the foregoing, if there exists a Breach of
that portion of the representation or warranty on the part of the Seller made by
virtue of the Depositor's representation set forth in, or made pursuant to
paragraph (xlviii) of Schedule II to the Pooling and Servicing Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty, as set forth in such representation
or warranty, then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been
required to be paid by the Mortgagor if such representation or warranty with
respect to such costs and expenses had in fact been true, as set forth in the
related representation or warranty, (iii) have not been paid by the Mortgagor,
(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon
payment of such costs, the Seller shall be deemed to have cured such Breach in
all respects. Provided that such payment is made, this paragraph describes the
sole remedy available to the Purchaser regarding any such Breach, regardless of
whether it constitutes a Material Breach, and the Seller shall not be obligated
to otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph
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shall constitute "Liquidation Proceeds" for all purposes of the Pooling and
Servicing Agreement (other than Section 3.11(c) of the Pooling and Servicing
Agreement).
(g) In addition, subject to Section 5(f) and the last three
sentences of this paragraph, if the Depositor determines that a Material Breach
(other than a Material Breach of a representation or warranty on the part of the
Depositor set forth in and made pursuant to paragraph (xvii) of Schedule II to
the Pooling and Servicing Agreement) or a Material Document Defect with respect
to a Mortgage Loan is not capable of being cured in accordance with Section
2.03(a) of the Pooling and Servicing Agreement, then in lieu of repurchasing the
subject Mortgage Loan, the Seller shall pay a cash amount equal to the Loss of
Value Payment, and any costs incurred in connection with such Loss of Value
Payment, in each case required to be paid by the Depositor (or, payable by the
Depositor due to the Depositor's exercise of its option) under Section 2.03(e)
of the Pooling and Servicing Agreement, but only if and to the extent the
Depositor is required or elects to do so, in the manner, under the
circumstances, subject to the conditions, within the time periods and upon all
of the other terms set forth in Section 2.03 of the Pooling and Servicing
Agreement. Provided that such payment is made, this paragraph describes the sole
remedy available to the Purchaser regarding any such Material Breach or Material
Document Defect and the Seller shall not be obligated to otherwise cure such
Material Breach or Material Document Defect or repurchase the affected Mortgage
Loan based on such Material Breach or Material Document Defect under any
circumstances. Notwithstanding the foregoing provisions of this Section 5(g), if
95% or more of the loss of value to a Mortgage Loan was caused by a Material
Breach or Material Document Defect, which Material Breach or Material Document
Defect is not capable of being cured, this Section 5(g) shall not apply and the
Seller shall be obligated to repurchase the affected Mortgage Loan at the
applicable Purchase Price in accordance with Section 5(a). Furthermore, the
Seller shall not have the option of delivering Loss of Value Payments in
connection with any Material Breach relating to a Mortgage Loan's failure to be
a Qualified Mortgage. In the event there is a Loss of Value Payment made by the
Seller in accordance with this Section 5(g), the amount of such Loss of Value
Payment shall be deposited into the Loss of Value Reserve Fund to be applied in
accordance with Section 3.05(e) of the Pooling and Servicing Agreement.
(h) Notwithstanding the foregoing, if there exists a Material
Breach of the representation or warranty on the part of the Seller set forth in
and made pursuant to paragraph (xvii) of Schedule II to the Pooling and
Servicing Agreement, and the subject Mortgage Loan becomes a Qualified Mortgage
prior to the expiration of the Initial Resolution Period applicable to a
Material Document Defect or Material Breach that affects whether a Mortgage Loan
is a Qualified Mortgage, and without otherwise causing an Adverse REMIC Event or
an Adverse Grantor Trust Event, then such breach will be cured and the Seller
will not be obligated to repurchase or otherwise remedy such Breach.
(i) The parties hereto agree that any controversy or claim
arising under Section 5(a), Section 5(b) and/or Section 5(g) of this Agreement
shall be resolved in accordance with the Mediation/Arbitration procedures set
forth in Section 2.03(i) of the Pooling and Servicing Agreement. The parties to
this Agreement hereby agree to waive any right to trial by jury fully to the
extent that any such right shall now or hereafter exist with regard to the
rights and remedies contained in this Section 5, subject to the conditions set
forth in Section 2.03(i) of the Pooling and Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Sidley Austin LLP, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, on the
Closing Date.
9
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all
of the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement, shall be true and correct in all material respects as of the
Closing Date;
(b) Insofar as it affects the obligations of the Seller
hereunder, the Pooling and Servicing Agreement shall be in a form mutually
acceptable to the Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee
(or a Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to
be complied with on or before the Closing Date shall have been complied with in
all material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses payable by
it to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate
Purchase Agreement shall have been terminated in accordance with its terms.
Both parties hereto agree to use their best efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall consist
of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the
parties thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the initial
Purchaser, the Underwriters and the Placement Agents may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement and
in the Indemnification Agreement are true and correct in all material respects
at and as of the Closing Date with the same effect as if made on such date; and
(ii) the Seller has, in all material respects, complied with all the agreements
and satisfied all the conditions on its part that are required under this
Agreement to be performed or satisfied at or prior to the Closing Date;
10
(e) An Officer's Certificate from an officer of the Seller, in
his or her individual capacity, dated the Closing Date, and upon which the
initial Purchaser, the Underwriters and the Placement Agents may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement, the Indemnification Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein or in the Indemnification Agreement, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(f) As certified by an officer of the Seller, true and correct
copies of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller issued by the Secretary of
State of the State of Delaware not earlier than 10 days prior to the Closing
Date;
(g) A favorable opinion of Sidley Austin LLP, special counsel to
the Seller, substantially in the form attached hereto as Exhibit B-1, dated the
Closing Date and addressed to the initial Purchaser, the Underwriters, the
Placement Agents, the Rating Agencies and, upon request, the other parties to
the Pooling and Servicing Agreement, together with such other opinions of Sidley
Austin LLP as may be required by the Rating Agencies in connection with the
transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller,
substantially in the form attached hereto as Exhibit B-2, dated the Closing Date
and addressed to the initial Purchaser, the Underwriters, the Placement Agents,
the Rating Agencies and, upon request, the other parties to the Pooling and
Servicing Agreement;
(i) In the event any of the Certificates are mortgage related
securities within the meaning of the Secondary Mortgage Market Enhancement Act
of 1984, as amended, a Certificate of the Seller regarding origination of the
Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended; and
(j) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 8. Costs. An amount equal to 66.1% of all reasonable
out-of-pocket costs and expenses incurred by the Seller, the initial Purchaser,
the Underwriters, the Placement Agents and the seller of the Other Loans to the
Purchaser in connection with the securitization of the Securitized Loans and the
other transactions contemplated by this Agreement, the Underwriting Agreement
and the Certificate Purchase Agreement shall be payable by the Seller.
SECTION 9. Grant of a Security Interest. The parties hereto agree
that it is their express intent that the conveyance of the Mortgage Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,
a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided for in Section
2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest
11
in all of the Seller's right, title and interest in and to the Mortgage Loans,
and all amounts payable to the holder of the Mortgage Loans in accordance with
the terms thereof, and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property; (iv) the
assignment to the Trustee of the interest of the Purchaser in and to the
Mortgage Loans shall be deemed to be an assignment of any security interest
created hereunder; (v) the possession by the Trustee or any of its agents,
including, without limitation, the Custodian, of the Mortgage Notes for the
Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement; and, in
connection with the foregoing, the Seller authorizes the Purchaser to file any
and all appropriate Uniform Commercial Code financing statements.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the initial Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
12
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED
ENTIRELY IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND
SUBJECT TO SECTION 5(i) HEREOF, THE SELLER AND THE PURCHASER EACH HEREBY
IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL
COURTS SITTING IN NEW YORK CITY, TO THE EXCLUSION OF ALL OTHER COURTS, WITH
RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OTHER THAN
MATTERS TO BE SETTLED BY MEDIATION OR ARBITRATION IN ACCORDANCE WITH SECTION
5(i) HEREOF; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL
COURTS, TO THE EXCLUSION OF ALL OTHER COURTS; (III) WAIVES, TO THE FULLEST
POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM IN CONNECTION WITH SUCH
ACTION OR PROCEEDING COMMENCED IN SUCH NEW YORK STATE OR FEDERAL COURTS; AND
(IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW; PROVIDED, THAT IN THE EVENT SECTION 5(i)
HEREOF IS INAPPLICABLE AND BOTH A NEW YORK STATE AND A FEDERAL COURT SITTING IN
NEW YORK IN WHICH AN ACTION OR PROCEEDING HAS BEEN DULY AND PROPERLY COMMENCED
BY ANY PARTY TO THIS AGREEMENT REGARDING A MATTER ARISING OUT OF OR RELATING TO
THIS AGREEMENT HAS REFUSED TO ACCEPT JURISDICTION OVER OR OTHERWISE HAS NOT
ACCEPTED SUCH ACTION OR PROCEEDING WITHIN, IN THE CASE OF EACH SUCH COURT, 60
DAYS OF THE COMMENCEMENT OR FILING THEREOF, THEN THE WORDS "TO THE EXCLUSION OF
ALL OTHER COURTS" IN CLAUSE (I) AND CLAUSE (II) OF THIS SENTENCE SHALL NOT APPLY
WITH REGARD TO SUCH ACTION OR PROCEEDING AND THE REFERENCE TO "SHALL" IN CLAUSE
(II) OF THIS SECTION SHALL BE DEEMED TO BE "MAY".
SECTION 15. Further Assurances. The Seller and the Purchaser
agree to execute and deliver such instruments and take such further actions as
the other such party may, from time to time, reasonably request in order to
effectuate the purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, and their respective successors and permitted assigns.
SECTION 17. Amendments. No term or provision of this Agreement
may be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's obligations
13
hereunder shall in no way be expanded, changed or otherwise affected by any
amendment of or modification to the Pooling and Servicing Agreement, unless the
Seller has consented to such amendment or modification in writing.
14
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective duly authorized officers as
of the date first above written.
SELLER
XXXXXX BROTHERS HOLDINGS INC.
By: /s/ Xxxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
Address for Notices:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
PURCHASER
STRUCTURED ASSET SECURITIES CORPORATION
II
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
Address for Notices:
Structured Asset Securities Corporation
II
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
EXHIBIT A
MORTGAGE LOAN SCHEDULE
(SEE ATTACHED)
A-1
LBHI
LBB
MORTGAGE
LOAN
NUMBER PROPERTY NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------
1 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
3 Extendicare Portfolio Various
4 Reston Town Center 11911-11921 Xxxxxxx Xxxxx
0 Xxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx XX
9 Midtown Plaza 0000 Xxxx Xxxxxxxxx Xxxxxx, 0000 Xxxxxxxxx Xxxxxx & 0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx
12 Bucs Headquarters Office Bldg 3302 Xxxx Xxxxxx Xxxxxx Xxxx, Xx. Boulevard
13 The Gallery at Beach Place 17 South Ft. Lauderdale Beach Blvd.
14 695/710 Route 46 Various
15 Archstone Woodlands Apartments 0000 Xxxxxxxxx Xxxxx
17 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
18 Jefferson at Xxxxxxx Park 0000 Xxxxx Xxxxxxx Xxxxxx
00 Xxxxxxxxxx Xxxx 00 Xxxxxxxxxx Xxxx
26 Jefferson at Founders Park 0000 Xxxxx Xxxx Xxxxxxxxx
00 Xxxx Xxxxx Xxxxxxx 0000-0000 Xxxx 000xx Xxxxxx
31 Windsor Apartments 0000 XX 0xx Xxxxxx
00 Xxxxxxxx Xxxxx Xxxxxx X.X. Xxxxx 0
37 Beta Center 5151 & 0000 Xxxxxxxx Xxxxxx
38 New Hampton Commons Apartments 0000 Xxxx Xxxxx Xxxxxx
39 Jamesbridge Apartments 0000 Xxxxxxxxx Xxx Xxxxx
00 Xxxxxxxxxx Xxxxxxx Shopping Center 0000-0000 Xxxxxx Xxxx
00 Xxxxxx Xxxx 0000 Xxxxxxxx Xxxxxxxxx
47 Windsor Landing Apartments 0000 Xxxxxxxxx Xxxx
48 Ramsgate Apartments 0000 Xxxxxxx Xxxxxx
50 Xxxxxx Marketplace 00000 Xxxxxx Xxxx Xxxxxxxxx
51 Indian Springs Apartments 0000 Xxxxxxx Xxxxxxxxx
55 Cross Continents Office Building 3838 North Xxx Houston Parkway
56 Felton's Shopping Center 000 Xxx Xxxxx Xxxxxx Xxxxxxx
57 Melbourne Village 0000 Xxxxx Xxxxxxx Xxxx
58 Pacific Marina Inn 0000 Xxxxxx Xxxx
59 Bee's Ferry Crossing 2863, 0000 Xxxxxx Xxxxx Xxxx & 0000 Xxxx Xxxxx Xxxx
62 Majestic Oaks 0000 XX 00xx Xxxxxx
65 Drug Store Portfolio Various
00 Xxxx Xxxxx Xxxxx 3761 Nova Road
75 Lakeview I & II 0000-0000 Xxxx Xxxxxxxxx Xxxxxxx
77 Xxxxxx Square - Xxxx 000 000 Xxxxxx Xxxxxx
00 Xxxxxx Xxxxxxx 00000 Xxxxxxxxx Xxx
79 Crystal Pointe Apartments 00000 00xx Xxx. X.X.
80 Windsor Townhomes & Erin's @ Windsor 4170, 4231 & 0000 Xxxxxxx Xxxxx
00 Xxxxx Xxxxx Xxxxxxxxxx 000 X. Xxx Xxxxx Field Road
83 Preston Racquet Club 0000 Xxxxxx Xxxxxx Xxxx
87 Fountains Gardens & Fountains Corner 0000 Xxxxxxxx Xxxxx Xxxx & 0000 Xxxxxxxxx Xxxx 820
88 Town West Plaza 0000 Xxxx 00xx Xxxxxx
94 Shenandoah Xxxxx 0000 Xxxx 00xx Xxxxxx
97 Xxxxx Hotel Portfolio Various
00 Xxxx xx Xxx Xxxxx 00 Xxxx Xxxxx Street
99 Northpark Plaza 6300 and 0000 Xxxx Xxxx Xxxxx
102 Stonegate Crossing 0000 Xxxxx Xxxxx Xxxxxx
111 Southern Oaks 0000 Xxxxxxx Xxxxx
114 Lemon Bay 0000 Xxxxxxxxx Xxxx
000 Xxxxxxxxx - Xxxxxxxxx 000 Xxxxxx Xxxxxx
000 Xxxxxxxxx - Xxxxxx, Xxxxx 0000 Xxxx Xxxxx Xxxxxx
122 0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
000 Xxxx Xxxxxx Xxxx Self Storage 00000 Xxxx Xxxxxx Xxxx
128 Xxxxxxxxxxx Business Center 0000 Xxxx Xxxxxxxx Xxxxxx
129 000 Xxxxxxx Xxxxxx Xxxxxxx 000 Xxxxxxx Xxxxxx Xxxxxxx
130 General XxXxxxxx Self Storage 000 Xxxxx Xxxxxxx XxXxxxxx Xxxxx
131 Plantation Storage 000 Xxxxxxxxxxxx Xxxx
000 Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxx
000 Xxxxxxxxx - Xxxxxx Xxxx 000 Xxxxxxxxxx Xxxxxxx
000 Xxxxxxxxx Xxxxxxx XX 0000 Xxxxxxxxx Xxxx Xxxxx
143 Parkview Apartments 0000 Xxxx Xxxxxx Xxxxxx
147 Sunrise II Mini Storage 0000 X. Xxxxxx Xxxxxxxxx
148 Layton Hills Business Park 0000-0000 Xxxxx Xxxx Xxxxx Xxxx
151 Xxxxxxx Station 000 Xxxxx Xxxxx Xxxxxx
000 Xxxxxxx Xxxxxxx Retail Center 00000 Xxxx Xxxxxxx Xxxxxx
156 Park Xxxxxxx Village and Mrs. Winners Various
157 Comfort Inn - Metro Airport 00000 Xxxx Xxxx
158 Linens 'N Things of College Station 0000 Xxxxxxxxxx Xx. Xxxx, Xxxxx 000
160 Hampton Square Shopping Center 0000 Xxxx Xxx Xxxxxx
162 Unity Pointe 0000 Xxxxxxxxx Xxxx
000 Xxxxxxx Xxxxxx Xxxx 1200 Xxxxxxx
000 Xxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxx
000 Xxxxx Xxxxx Plaza 0000 Xxxx Xxxx Xxxxxx
167 Inglewood Village 0000 Xxxxxxx Xxxxx
168 Crossroads Shopping Center 0000 Xxxx Xxxxx Xxxxx
171 Xxxxxxxxxx Lakes Shopping Center Phase II 0000-0000 Xxxxxxxxxx Xxxxxx
000 Xxxxxx Xxxx Xxxxx 000 Xxxx Xxxxxxxx Avenue
176 Blackstone Building 000 Xxxxx Xxxxx Xxxxxxx
000 Xxxxxxxxxx Retail Strip Center 000 Xxxxxxx 000
179 Fidelity Retail 000 Xxxxxxxx Xxxxxx
180 310 Professional Building 000 Xxxxx Xxxxx Xxxxxxx
000 Xxxxxxxxx Xxxxx Apartments 000 Xxxx Xxxxxx
MORTGAGE REMAINING REMAINING
LOAN CUT-OFF DATE MONTHLY P&I MORTGAGE TERM TO MATURITY AMORTIZATION
NUMBER CITY STATE ZIP CODE BALANCE PAYMENT RATE MATURITY DATE TERM
------------------------------------------------------------------------------------------------------------------------------
1 Xxx Xxxx XX 00000 475,000,000.00 2,377,079.21 5.9200 119 10/11/2016 0
3 Various VR Various 250,000,000.00 1,711,918.04 6.6500 60 11/11/2011 300
4 Xxxxxx XX 00000 121,500,000.00 564,660.70 5.5000 119 10/11/2016 0
5 Xxxxxxx XX 00000 116,000,000.00 564,729.35 5.7600 59 10/11/2011 0
9 Xxxxxxx XX 00000 65,000,000.00 316,443.17 5.7600 59 10/11/2011 0
12 Xxxxx XX 00000 41,000,000.00 279,325.15 6.6000 180 11/11/2021 300
13 Ft. Xxxxxxxxxx XX 00000 40,000,000.00 245,247.21 6.2100 118 9/11/2016 360
14 Xxxxxxxxx Xxxxxxxx XX 00000 35,000,000.00 183,049.19 6.1900 57 8/11/2011 0
15 Xxxxxx XX 00000 32,750,000.00 171,558.45 6.2000 59 10/11/2011 0
17 Xxxxx XX 00000 28,500,000.00 143,275.17 5.9500 120 11/11/2016 0
18 Xxxxxx XX 00000 25,200,000.00 149,631.69 5.9100 119 10/11/2016 000
00 Xxxxxxxxxx XX 00000 21,362,487.73 130,929.53 6.1900 118 9/11/2016 000
00 Xxxxxx XX 00000 21,300,000.00 126,474.40 5.9100 119 10/11/2016 360
29 Xxxxxx XX 00000 18,000,000.00 106,534.32 5.8800 113 4/11/2016 360
31 Xxxxxx XX 00000 15,900,000.00 78,320.38 5.8300 119 10/11/2016 0
34 Xxxxxxx XX 00000 14,500,000.00 90,793.32 6.4100 120 11/11/2016 360
37 Xxxxxxx XX 00000 13,900,000.00 74,693.19 6.3600 59 10/11/2011 0
38 Xxxxxxx XX 00000 13,788,562.03 82,737.97 6.0000 119 10/11/2016 359
39 Xxxxxxx XX 00000 13,500,000.00 80,765.81 5.9800 119 10/11/2016 360
41 Xxxxxxxx XX 00000 13,200,000.00 79,225.55 6.0100 120 11/11/2016 000
00 Xxxxxx XX 00000 11,180,367.42 68,523.86 6.1900 118 9/11/2016 358
47 Xxxxxx XX 00000 10,350,000.00 61,588.45 5.9300 83 10/11/2013 000
00 Xxxxxx XX 00000 10,000,000.00 54,243.06 6.4200 59 10/11/2011 0
50 Xxxx XX 00000 9,000,000.00 55,122.21 6.2000 118 9/11/2016 000
00 Xxxxxxx XX 00000 9,000,000.00 53,094.68 5.8500 119 10/11/2016 000
00 Xxxxxxx XX 00000 8,500,000.00 52,115.03 6.2100 58 9/11/2011 360
56 Xxxxxxxxxxxx XX 00000 8,500,000.00 50,307.88 5.8800 119 10/11/2016 360
57 Xxxxxxxxx XX 00000 8,400,000.00 49,834.22 5.9000 119 10/11/2016 360
58 Xxxxxxxx XX 00000 8,393,505.78 51,774.89 6.2600 119 10/11/2016 359
59 Xxxxxxxxxx XX 00000 8,300,000.00 49,124.16 5.8800 120 11/11/2016 360
62 Xxxxxxxxxxx XX 00000 8,000,000.00 47,200.38 5.8500 56 7/11/2011 360
65 Various VR Various 7,870,000.00 40,694.46 6.1200 118 9/11/2016 0
74 Xxxx Xxxxxx XX 00000 7,200,000.00 42,715.04 5.9000 119 10/11/2016 360
75 Xxxxxxxxx XX 00000 7,160,000.00 43,481.77 6.1200 120 11/11/2016 360
77 Xxxxxx Xxxxx XX 00000 6,800,000.00 40,594.73 5.9600 120 11/11/2016 360
78 Xxxxxxxx XX 00000 6,650,000.00 32,756.64 5.8300 119 10/11/2016 0
00 Xxxxxxx Xxx XX 00000 6,550,000.00 32,264.06 5.8300 119 10/11/2016 0
80 Xxxxxx XX 00000 6,280,000.00 38,912.44 6.3100 117 8/11/2016 360
82 Xxxxxxxxx XX 00000 5,850,000.00 35,753.55 6.1800 118 9/11/2016 000
00 Xxxxxx XX 00000 5,850,000.00 36,057.51 6.2600 117 8/1/2016 360
87 Xxxx Xxxxx XX 00000 5,530,000.00 34,193.16 6.2900 119 10/11/2016 360
88 Xxxxxxxxxxxx XX 00000 5,458,000.00 33,075.20 6.1000 117 8/11/2016 000
00 Xxxxxxx XX 00000 5,200,000.00 31,949.69 6.2300 118 9/11/2016 360
97 Xxxxxxxxxxxx XX 00000 5,074,562.05 33,927.42 6.3400 116 7/11/2016 000
00 Xxxx xx Xxx XX 00000 5,059,000.00 30,657.28 6.1000 117 8/11/2016 360
00 Xxxxx Xxxxxxxx Xxxxx XX 00000 5,000,000.00 30,655.90 6.2100 116 7/11/2016 360
102 Xxxx Xxxxx XX 00000 4,950,000.00 29,996.74 6.1000 119 10/11/2016 000
000 Xxxxxxx XX 00000 4,400,000.00 27,034.35 6.2300 118 9/11/2016 360
114 Xxxxxxxxx XX 00000 4,100,000.00 24,323.84 5.9000 119 10/11/2016 360
116 Xxxxxxxxx XX 00000 4,096,664.08 24,766.39 6.0700 119 10/11/2016 359
118 Xxxxxx XX 00000 4,000,000.00 24,343.24 6.1400 120 11/11/2016 360
122 Xxxxxxxxxx XX 00000 3,900,000.00 23,658.99 6.1100 119 10/11/2016 360
126 Xxxxxxxxxxx XX 00000 3,746,924.50 22,579.67 6.0400 119 10/11/2016 359
128 Xxxxxx XX 00000 3,650,000.00 22,544.94 6.2800 117 8/11/2016 000
000 Xxxxxxxxxx XX 00000 3,650,000.00 22,331.44 6.1900 118 9/11/2016 000
000 Xxx Xxxxxxx XX 00000 3,650,000.00 21,602.79 5.8800 119 10/11/2016 000
000 Xxxxxxxx XX 00000 3,600,000.00 22,259.56 6.2900 118 9/11/2016 000
000 Xxxxxxx XX 00000 3,475,000.00 21,350.99 6.2300 118 9/11/2016 360
140 Floyds Knobs IN 47119 3,340,000.00 16,875.50 5.9800 120 11/11/2016 0
000 Xxxxxx XX 00000 3,300,000.00 19,891.37 6.0500 120 11/11/2016 000
000 Xxxxxxx XX 00000 3,200,000.00 20,247.23 6.5100 117 8/1/2016 000
000 Xxx Xxxxx XX 00000 3,097,511.10 18,825.90 6.1200 119 10/11/2016 359
148 Xxxxxx XX 00000 3,000,000.00 18,005.81 6.0100 119 10/11/2016 360
151 Xxxxxxx XX 00000 2,800,000.00 16,611.41 5.9000 119 10/11/2016 360
153 Xxxxxx XX 00000 2,700,000.00 16,327.00 6.0800 113 4/11/2016 360
156 Various Various Various 2,650,000.00 16,628.00 6.4300 120 11/11/2016 360
157 Xxxxxxx XX 00000 2,643,310.06 17,793.76 6.4400 118 9/11/2016 298
000 Xxxxxxx Xxxxxxx XX 00000 2,610,000.00 16,308.62 6.3900 119 10/11/2016 360
160 Xxxxxxx XX 00000 2,588,951.11 16,042.48 6.2700 79 6/11/2013 000
000 Xxxxxxx XX 00000 2,440,000.00 14,991.78 6.2300 118 9/11/2016 000
000 Xxxxxxx XX 00000 2,425,000.00 14,585.91 6.0300 120 11/11/2016 000
000 Xxxxxxx XX 00000 2,420,000.00 14,868.89 6.2300 118 9/11/2016 360
165 Xxxxxxxxxxx XX 00000 2,384,982.82 14,543.87 6.1000 113 4/11/2016 000
000 Xxxxxxx XX 00000 2,300,000.00 14,131.59 6.2300 118 9/11/2016 360
168 Xxxxxxxx XX 00000 2,300,000.00 13,645.08 5.9000 119 10/11/2016 360
171 Xxxxxxxx XX 00000 2,198,079.21 12,908.57 5.8000 119 10/11/2016 359
173 Xxxxx x'Xxxxx XX 00000 1,950,000.00 12,210.14 6.4100 118 9/11/2016 360
000 Xxxx Xxxx Xxxxx XX 00000 1,823,623.40 11,355.80 6.3500 59 10/11/2011 000
000 Xxxxxxxxxx XX 00000 1,762,500.00 10,829.10 6.2300 118 9/11/2016 360
179 Xxxxxxxx XX 00000 1,650,000.00 10,137.88 6.2300 119 10/11/2016 360
000 Xxxx Xxxx Xxxxx XX 00000 1,518,853.46 9,457.98 6.3500 59 10/11/2011 359
182 Xxxxxx XX 00000 1,200,000.00 7,233.23 6.0500 119 10/11/2016 360
MORTGAGE INTEREST ADMINISTRATIVE PRIMARY MORTGAGE ARD ANTICIPATED
LOAN ACCRUAL COST SERVICING LOAN MORTGAGE REPAYMENT
NUMBER BASIS RATE FEE GROUND LEASE? SELLER DEFEASANCE LOAN DATE
----------------------------------------------------------------------------------------------------------------------------------
1 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
3 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance/Defeasance No N/A
4 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
5 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance/Defeasance No N/A
9 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance/Defeasance No N/A
12 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance No N/A
13 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
14 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance No N/A
15 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance No N/A
17 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance/Defeasance No N/A
18 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
25 Act/360 0.0207 0.02 Fee Simple/Leasehold LB Defeasance No N/A
26 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
29 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
31 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
34 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
37 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
38 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
39 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance No N/A
41 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
44 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
47 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
48 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
50 Act/360 0.0507 0.05 Fee Simple LB Yield Maintenance No N/A
51 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
55 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
56 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
57 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
58 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
59 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
62 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
65 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
74 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
75 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
77 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
78 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
79 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
80 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
82 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
83 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
87 Act/360 0.0507 0.05 Fee Simple LB Defeasance No N/A
88 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
94 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
97 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
98 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
99 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
102 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
111 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
114 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
116 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
118 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
122 Act/360 0.0807 0.08 Fee Simple LB Yield Maintenance No N/A
126 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
128 Act/360 0.0807 0.08 Fee Simple LB Yield Maintenance No N/A
129 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
130 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
131 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
135 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
140 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
141 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
143 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
147 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
148 Act/360 0.0807 0.08 Fee Simple LB Yield Maintenance No N/A
151 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
153 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
156 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
157 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
158 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
160 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
162 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
163 Act/360 0.0207 0.02 Fee Simple LB Yield Maintenance No N/A
164 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
165 Act/360 0.1107 0.11 Fee Simple LB Defeasance No N/A
167 Act/360 0.0607 0.06 Fee Simple LB Defeasance No N/A
168 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
171 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
173 Act/360 0.0807 0.08 Fee Simple LB Yield Maintenance No N/A
176 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
177 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
179 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
180 Act/360 0.0807 0.08 Fee Simple LB Defeasance No N/A
182 Act/360 0.0207 0.02 Fee Simple LB Defeasance No N/A
MORTGAGE MORTGAGE
LOAN ARD CROSS LOAN SELLER
NUMBER SPREAD COLLATERALIZED LOAN ID SOURCE
-----------------------------------------------------
1 N/A No 060721007 LBB
3 N/A No 060401001 LBB
4 N/A No 060619001 LBB
5 N/A No 060921009 LBHI
9 N/A No 060921010 LBHI
12 N/A No 060419002 LBB
13 N/A No 060619002 LBB
14 N/A No 060605007 LBB
15 N/A No 060815003 LBHI
17 N/A No 060711001 LBB
18 N/A Yes (LB-A) 060829006 LBB
25 N/A No 060707006 LBB
26 N/A Yes (LB-A) 060612009 LBB
29 N/A No 051206003 LBB
31 N/A No 060622003 LBB
34 N/A No 060407008 LBB
37 N/A No 060620003 LBB
38 N/A No 060516004 LBB
39 N/A No 060726001 LBB
41 N/A No 060614002 LBB
44 N/A No 060707005 LBB
47 N/A No 060607008 LBB
48 N/A No 060518008 LBB
50 N/A No 060412003 LBB
51 N/A No 060815008 LBB
55 N/A No 060705004 LBB
56 N/A No 060801003 LBB
57 N/A No 060731003 LBB
58 N/A No 060705007 LBB
59 N/A No 060727003 LBB
62 N/A No 050405001 LBB
65 N/A No 060520001 LBB
74 N/A No 060731006 LBB
75 N/A No 060726003 LBB
77 N/A No 060810003 LBB
78 N/A No 060622004 LBB
79 N/A No 060622002 LBB
80 N/A No 060518006 LBB
82 N/A No 060622001 LBB
83 N/A No 051208012 LBB
87 N/A No 060713001 LBB
88 N/A No 060608004 LBB
94 N/A Yes (LB-B) 060914004 LBB
97 N/A No 051028007 LBB
98 N/A No 060608001 LBB
99 N/A No 060331004 LBB
102 N/A No 060728004 LBB
111 N/A Yes (LB-B) 060914005 LBB
114 N/A No 060731002 LBB
116 N/A No 050817049 LBB
118 N/A No 060606002 LBB
122 N/A No 060807004 LBB
126 N/A No 060210001 LBB
128 N/A No 060503013 LBB
129 N/A No 060104004 LBB
130 N/A No 060222005 LBB
131 N/A No 060402004 LBB
135 N/A Yes (LB-B) 060914002 LBB
140 N/A No 060711005 LBB
141 N/A No 060718007 LBB
143 N/A No 060309007 LBB
147 N/A No 060721004 LBB
148 N/A No 060314008 LBB
151 N/A No 060731004 LBB
153 N/A No 050922007 LBB
156 N/A No 060706002 LBB
157 N/A No 051117005 LBB
158 N/A No 060503009 LBB
160 N/A No 060209004 LBB
162 N/A Yes (LB-B) 060914006 LBB
163 N/A No 060810002 LBB
164 N/A Yes (LB-B) 060914001 LBB
165 N/A No 060103009 LBB
167 N/A Yes (LB-B) 060914003 LBB
168 N/A No 060731001 LBB
171 N/A No 060412007 LBB
173 N/A No 060628001 LBB
176 N/A No 060620004 LBB
177 N/A No 060606001 LBB
179 N/A No 060227001 LBB
180 N/A No 060620005 LBB
182 N/A No 060616008 LBB
EXHIBIT B-1
OPINION OF SIDLEY AUSTIN LLP
[LETTERHEAD OF SIDLEY AUSTIN LLP]
December 5, 2006
To the Parties Listed on Annex A hereto:
Re: LB-UBS Commercial Mortgage Trust 2006-C7
Commercial Mortgage Pass-Through Certificates, Series 2006-C7
Ladies and Gentlemen:
We have acted as special counsel to Xxxxxx Brothers Holdings Inc.
("LBHI") and LUBS Inc. ("LUBS"), in connection with the following transactions
(collectively, the "Transactions"):
(i) the sale by LUBS, and the purchase by Structured Asset Securities
Corporation II (the "Depositor"), of a certain commercial mortgage loan
(the "LUBS Mortgage Loan"), pursuant to the LUBS Mortgage Loan Purchase
Agreement, dated as of November 21, 2006 (the "LUBS Mortgage Loan Purchase
Agreement"), between LUBS as seller, the Depositor as purchaser and LBHI as
an additional party;
(ii) the sale by LBHI, and the purchase by the Depositor, of certain
multifamily and commercial mortgage loans (collectively, the "LBHI Mortgage
Loans"), pursuant to the LBHI Mortgage Loan Purchase Agreement, dated as of
November 21, 2006 (the "LBHI Mortgage Loan Purchase Agreement" and,
together with the LUBS Mortgage Loan Purchase Agreement, the "Mortgage Loan
Purchase Agreements"), between LBHI as seller and the Depositor as
purchaser; and
(iii) the negotiation and execution of the LBHI Indemnification
Agreement, dated as of November 21, 2006 (the "LBHI Indemnification
Agreement"), between LBHI, the Depositor, Xxxxxx Brothers Inc. ("LBI"), UBS
Global Asset Management (US) Inc. ("UBS-AM"), KeyBanc Capital Markets, a
division of McDonald Investments Inc. ("KBCM") and Citigroup Global Markets
Inc. ("CGMI").
In the course of our acting as special counsel to LBHI and LUBS
as described above, we prepared or reviewed the LUBS Mortgage Loan Purchase
Agreement, the LBHI Mortgage Loan Purchase Agreement and the LBHI
Indemnification Agreement (collectively, the "Agreements"). Capitalized terms
not defined herein have the respective meanings set forth in the LBHI Mortgage
Loan Purchase Agreement and, to the extent not defined therein, in the other
Agreements.
For purposes of rendering the opinions set forth below, we have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents
Sidley Austin LLP is a limited liability partnership practicing in affiliation
with other Sidley Austin partnerships
and records as we have deemed relevant or necessary as the basis for such
opinions; we have obtained such certificates from and made such inquiries of
officers and representatives of the parties to the Agreements and public
officials as we have deemed relevant or necessary as the basis for such
opinions; and we have relied upon, and assumed the accuracy of, such other
documents and records, such certificates and the statements made in response to
such inquiries, with respect to the factual matters upon which such opinions are
based. We have also assumed (i) the truthfulness and accuracy of each of the
representations and warranties as to factual matters contained in the
Agreements, (ii) the legal capacity of natural persons, (iii) the genuineness of
all signatures, (iv) the authenticity of all documents submitted to us as
originals, (v) the conformity to authentic originals of all documents submitted
to us as certified, conformed or photostatic copies, (vi) the due organization
of each of the parties to the Agreements and the valid existence of each such
party in good standing under the laws of its jurisdiction of organization, (vii)
except as expressly addressed in opinion paragraphs 1 and 2 below, the power and
authority of all parties to the Agreements to enter into, perform under and
consummate the transactions contemplated by the Agreements, without any
resulting conflict with or violation of the organizational documents of any such
party or with or of any law, rule, regulation, order, writ or decree applicable
to any such party or its assets, and without any resulting default under or
breach of any other agreement or instrument by which any such party is bound or
which is applicable to it or its assets, (viii) the due authorization by all
necessary action, and the due execution and delivery, of each of the Agreements
by all parties thereto, (ix) except as expressly addressed in opinion paragraph
3 below, that each of the Agreements is the legal, valid and binding obligation
of each party thereto, enforceable against such party in accordance with its
terms, (x) the compliance with the Agreements by all parties thereto, and (xi)
the absence of any other agreement that supplements or otherwise modifies the
express terms of the Agreements.
Our opinions set forth below with respect to the enforceability
of any agreement or any particular right or obligation under any agreement are
subject to: (1) general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing and the doctrine of estoppel; (2)
the possible unavailability of specific performance and injunctive relief,
regardless of whether considered in a proceeding in equity or at law; (3) the
effect of certain laws, rules, regulations and judicial and other decisions upon
the enforceability of (a) any provision that purports to waive (i) the
application of any federal, state or local statute, rule or regulation, (ii) the
application of any general principles of equity or (iii) the obligation of
diligence, (b) any provision that purports to grant any remedies that would not
otherwise be available at law, to restrict access to any particular legal or
equitable remedies, to make any rights or remedies cumulative and enforceable in
addition to any other right or remedy, to provide that the election of any
particular remedy does not preclude recourse to one or more other remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of such rights or remedies, to impose
penalties or forfeitures, or to provide for set-off in the absence of mutuality
between the parties, (c) any provision that purports to release, exculpate or
exempt a party from, or indemnify a party for, liability for any act or omission
on its part that constitutes negligence, recklessness or willful or unlawful
conduct, (d) any provision that purports to govern matters of civil procedure,
including any such provision that purports to establish evidentiary standards,
to waive objections to venue or forum, to confer subject matter jurisdiction on
any court that would not otherwise have such jurisdiction or to waive any right
to a jury trial, or (e) any provision that purports to render unenforceable any
modification, waiver or amendment that is not in writing and executed by all
relevant parties, to sever any provision of any agreement, to appoint any person
or entity as the attorney-in-fact of any other person or entity or to provide
that any agreement or any particular provision thereof is
to be governed by or construed in accordance with the laws of any jurisdiction
other than the State of New York; (4) bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, fraudulent conveyance and
transfer, moratorium and other similar laws affecting the rights of creditors or
secured parties generally; and (5) public policy considerations underlying the
securities laws, to the extent that such public policy considerations limit the
enforceability of any provision of any agreement that purports or is construed
to provide indemnification with respect to securities law violations.
When used in this opinion, the term "knowledge" or words of
similar import mean the actual knowledge of facts or other information of the
Sidley Austin LLP attorneys currently practicing law with this firm who have
been actively involved in the above-described representation of LBHI and LUBS.
In that regard we have conducted no special or independent investigation of
factual matters in connection with this opinion letter.
In rendering the opinions set forth below, we do not express any
opinion concerning the laws of any jurisdiction other than the General
Corporation Law of the State of Delaware (solely with respect to opinion
paragraph 2 below), the laws of the State of New York and, where expressly
referred to below, the federal laws of the United States of America (in each
case, without regard to conflicts of law principles). In addition, we do not
express any opinion with respect to the tax, securities or "doing business" laws
of any particular State, including the State of New York, or with respect to any
matter not expressly addressed below.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The execution, delivery and performance by LBHI of the
Agreements do not conflict with, or result in a violation of, any
federal or State of New York statute, or any rule or regulation
promulgated thereunder or pursuant thereto, which statute, rule or
regulation is applicable to LBHI (except for any such conflict or
violation as would not have a material adverse effect on the
performance by LBHI of its obligations under the Agreements). The
execution, delivery and performance by LUBS of the LUBS Mortgage Loan
Purchase Agreement do not conflict with, or result in a violation of,
any federal or State of New York statute, or any rule or regulation
promulgated thereunder or pursuant thereto, which statute, rule or
regulation is applicable to LUBS (except for any such conflict or
violation as would not have a material adverse effect on the
performance by LUBS of its obligations under the LUBS Mortgage Loan
Purchase Agreement).
2. The terms of the Agreements (insofar as they apply to LBHI) do
not conflict with, or result in the violation of, any provision of the
General Corporation Law of the State of Delaware that is applicable to
LBHI (except for any such conflict or violation as would not have a
material adverse effect on the performance by LBHI of its obligations
under the Agreements). The terms of the LUBS Mortgage Loan Purchase
Agreement (insofar as they apply to LUBS) do not conflict with, or
result in the violation of, any provision of the General Corporation
Law of the State of Delaware that is applicable to LUBS (except for
any such conflict or violation as would not have a material adverse
effect on the performance by LUBS of its obligations under the LUBS
Mortgage Loan Purchase Agreement).
3. The LBHI Mortgage Loan Purchase Agreement is a valid, legal
and binding agreement of LBHI, enforceable against LBHI in accordance
with its terms. The
LUBS Mortgage Loan Purchase Agreement is a valid, legal and binding
agreement of each of LUBS and LBHI, enforceable against each of LUBS
and LBHI in accordance with its terms.
4. No consent, approval, authorization or order of any federal or
State of New York court, agency or other governmental body is required
for the consummation by LBHI of the transactions contemplated by the
terms of the Agreements, except such as have been obtained. No
consent, approval, authorization or order of any federal or State of
New York court, agency or other governmental body is required for the
consummation by LUBS of the transactions contemplated by the terms of
the LUBS Mortgage Loan Purchase Agreement, except such as have been
obtained.
The opinions expressed herein are being delivered to you as of
the date hereof, and we assume no obligation to advise you of any changes of law
or fact that may occur after the date hereof, notwithstanding that such changes
may affect the legal analysis or conclusions contained herein. This opinion
letter is solely for your benefit in connection with the Transactions and may
not be relied on in any manner for any other purpose or by any other person or
transmitted to any other person without our prior consent.
Very truly yours,
ANNEX A
Structured Asset Securities Corporation II
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
UBS Global Asset Management (US) Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
LUBS Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
KeyBanc Capital Markets,
a division of McDonald Investments Inc.
Key Tower
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
LNR Partners, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wachovia Bank, National Association
NC 1075
8739 Research Drive, URP4
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
X-0-0
XXXXXXX X-0
OPINION OF IN-HOUSE COUNSEL TO THE SELLER
[LETTERHEAD OF XXXXXX BROTHERS INC.]
December 5, 2006
Structured Asset Securities Corporation II
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
LUBS Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
UBS Global Asset Management (US) Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
KeyBanc Capital Markets
a division of McDonald Investments Inc.
Key Tower
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Wachovia Bank, National Association
NC 1075
8739 Research Drive, URP4
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
LNR Partners, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: LB-UBS Commercial Mortgage Trust 2006-C7 Commercial Mortgage
Pass-Through Certificates, Series 2006-C7
Ladies and Gentlemen:
I am internal counsel to Xxxxxx Brothers Holdings Inc. ("LBHI") and,
in such capacity, have also acted as counsel to LUBS Inc. ("LUBS"). I am
familiar with matters pertaining to the following agreements (collectively, the
"Agreements"):
B-2-1
(i) the LUBS Mortgage Loan Purchase Agreement dated as of
November 21, 2006 (the "LUBS Mortgage Loan Purchase Agreement"), between
LUBS, Structured Asset Securities Corporation II ("SASCO II") and LBHI as
an additional party;
(ii) the LBHI Mortgage Loan Purchase Agreement dated as of
November 21, 2006, (the "LBHI Mortgage Loan Purchase Agreement"), between
LBHI and Structured Asset Securities Corporation II ("SASCO II");
(iii) the LBHI Indemnification Agreement dated as of November 21,
2006 (the"LBHI Indemnification Agreement"), between LBHI, SASCO II, Xxxxxx
Brothers Inc. ("LBI"), UBS Global Asset Management (US) Inc. ("UBS-AM"),
KeyBanc Capital Markets, a division of McDonald Investments Inc. ("KBCM")
and Citigroup Global Markets Inc. ("CGMI").
You have asked for my opinion regarding various legal matters
involving, among other things, LBHI, LUBS and the Agreements.
As to matters of fact material to this opinion, I have relied, without
independent investigation on (i) the representations and warranties of each of
LBHI and LUBS in the Agreements, (ii) the relevant resolutions of the Board of
Directors of each of LBHI and LUBS, (iii) certificates of responsible officers
of each of LBHI and LUBS, and (iv) certificates of public officials. In this
connection, I have examined or have caused to be examined on my behalf, a copy
of each of the Agreements and such other documents and instruments which I have
deemed necessary or appropriate in connection with this opinion.
I have relied on originals or copies, certified or otherwise
identified to my satisfaction, of the certificate of incorporation and by-laws
of each of LBHI and LUBS, records of proceedings taken by each of LBHI and LUBS
and other corporate documents and records of each of LBHI and LUBS, and have
made such other investigations as I have deemed relevant or necessary for the
purpose of this opinion. I have assumed, without independent investigation, the
genuineness of all signatures (other than those of officers of LBHI or LUBS),
the authenticity of all documents submitted to me as originals and the
conformity to authentic original documents of all documents submitted to me as
certified, conformed or reproduction copies.
On the basis of and subject to the foregoing, it is my opinion that:
(1) Each of LBHI and LUBS is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware. LBHI has
the requisite corporate power and authority to transact business in the manner
described in the Agreements and to consummate the transactions contemplated by
the Agreements. LUBS has the requisite corporate power and authority to transact
business in the manner described in the LUBS Mortgage Loan Purchase Agreement
and to consummate the transactions contemplated by the LUBS Mortgage Loan
Purchase Agreement.
(2) Each Agreement has been duly authorized, executed and delivered by
LBHI. The LUBS Mortgage Loan Purchase Agreement has been duly authorized,
executed and delivered by LUBS.
(3) The execution, delivery and performance of the Agreements by LBHI,
(i) to my knowledge, do not and will not result in a material breach or
violation of the terms or provisions of, or
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constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument known to me to which LBHI is a party,
(ii) do not contravene LBHI's certificate of incorporation or by-laws, and (iii)
to my knowledge, do not contravene any order of any court or governmental agency
that names LBHI and is specifically directed to its property (except for such
breaches, violations, defaults or contraventions as would not have a material
adverse effect on the ability of LBHI to perform its obligations under the
Agreements).
(4) The execution, delivery and performance of the LUBS Mortgage Loan
Purchase Agreement by LUBS, (i) to my knowledge, do not and will not result in a
material breach or violation of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to me to which LUBS is a party, (ii) do not
contravene LUBS's certificate of incorporation or by-laws, and (iii) to my
knowledge, do not contravene any order of any court or governmental agency that
names LUBS and is specifically directed to its property (except for such
breaches, violations, defaults or contraventions as would not have a material
adverse effect on the ability of LUBS to perform its obligations under the LUBS
Mortgage Loan Purchase Agreement).
The foregoing opinions are subject to the following additional
assumptions, exceptions, qualifications and limitations:
A. I am a member of the Bar of the State of New York and render no
opinion as to the laws of any jurisdiction other than the laws of
the State of New York, the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.
B. My opinions are limited to the present laws and to the facts as
they presently exist. I assume no obligation to revise or
supplement this opinion should the present laws of any
jurisdiction referred to in paragraph A. above be changed by
legislative action, judicial decision or otherwise.
This opinion is being delivered to you for your sole use in connection
with the Agreements and the related transactions and may not be used or relied
upon by any other person, firm or entity in any other context for any other
purpose. This opinion may not be quoted in whole or part, nor may copies be
furnished or delivered to any other person without my express written consent.
The foregoing opinions are given on the express understanding that the
undersigned is an officer of Xxxxxx Brothers Inc. and shall in no event incur
any personal liability in connection with the said opinions.
Very truly yours,
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