EXECUTION COPY
LBHI MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of November 20, 2007 (the
"Agreement"), between ▇▇▇▇▇▇ 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 directly or
indirectly evidenced by multiple classes (each, a "Class") of mortgage
pass-through certificates (the "Certificates") to be identified as the LB-UBS
Commercial Mortgage Trust 2007-C7, Commercial Mortgage Pass-Through
Certificates, Series 2007-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 12, 2007 (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 ▇▇▇▇▇▇ Brothers
Inc. ("▇▇▇▇▇▇"), UBS Securities LLC ("UBS-SEC") and Wachovia Capital Markets,
LLC ("Wachovia Capital" and, together with ▇▇▇▇▇▇ and UBS-SEC 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 ▇▇▇▇▇▇ and UBS-SEC (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 $1,705,383,370.50 (the "Initial LBHI Pool
Balance") as of the close of
LB-UBS 2007-C7 LBHI MORTGAGE LOAN PURCHASE AGREEMENT
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 November 30, 2007 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 11, 2007 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,
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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 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 November 30, 2007 (the "Filing Letter Agreement") between ▇▇ ▇▇▇▇▇▇
Capital Corporation (the "Payee"), the Depositor, the UBS Mortgage Loan Seller,
the Key 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) an assignment of each Uniform Commercial Code financing
statements delivered by the Seller as part of the related Mortgage File to the
Trustee, to be prepared and 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.
(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
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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
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 guaranty of payment or
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 guaranty of payment or 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,
if any, 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.
(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
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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 initial Purchaser pursuant to Section 2.04(b) of the Pooling and Servicing
Agreement, except that all references therein to the "Depositor" 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.
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(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 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 or obtains actual knowledge
with respect to any Mortgage Loan (i) that any document constituting a part of
the related Mortgage File pursuant to 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" in the Pooling and Servicing Agreement 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 such 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.
In the event that the Seller obtains actual knowledge of a Material Document
Defect or Material Breach, then the Seller shall deliver written notification to
the Purchaser with respect thereto. 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, repurchase or cover
the loss of value with respect to 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 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-
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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 any Grantor Trust and (B) written 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
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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 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 Material Breach or
Material Document Defect, as the case may be, 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.
-9-
(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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, 2 World
Financial Center, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on
the Closing Date.
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.
-10-
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;
(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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Wood LLP, special
counsel to the Seller, in form and substance reasonably acceptable to, and
covering matters reasonably requested by, the initial Purchaser, 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
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ 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, in form and
substance reasonably acceptable to, and covering matters reasonably requested
by, the initial Purchaser, 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
-11-
(j) Such further certificates, opinions and documents as the Purchaser
may reasonably request.
SECTION 8. Costs. The Seller shall pay its Allocable Share of all
reasonable out-of-pocket costs and expenses incurred by the Seller, the initial
Purchaser, the Underwriters, the Placement Agents and the sellers 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. "Allocable Share"
shall mean a fraction (expressed as a percentage), the numerator of which is the
aggregate outstanding principal balance of the Mortgage Loans as of the date of
determination, and the denominator of which is the aggregate outstanding
principal balance of all of the Securitized Loans on such date of determination.
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 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
-12-
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.
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
-13-
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 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-
EXECUTION COPY
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
▇▇▇▇▇▇ BROTHERS HOLDINGS INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
PURCHASER
STRUCTURED ASSET SECURITIES CORPORATION
II
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
Address for Notices:
Structured Asset Securities Corporation
II
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
LB-UBS 2007-C7 LBHI MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
MORTGAGE LOAN SCHEDULE
(SEE ATTACHED)
MORTGAGE
LOAN NUMBER PROPERTY NAME ADDRESS
----------- ------------------------------------- -------------------------------------------------------------------------------
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
2 Innkeepers Portfolio Various
4 District at Tustin Legacy 2201 to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇ Multifamily Portfolio Various
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Plaza
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
12 Ritz Carlton Bachelor Gulch 0130 Daybreak Ridge
17 Interstate Corporate Center Intersection of I-64 and I-264
18 Fairfield Shopping Center 5100-5399 Fairfield Shopping Center; ▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇; 5224, 5232,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ Shopping Center ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
25 Waters Edge Apartments ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Court
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Apartments Various
34 The Villas Apartments 1709, 1710 and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
35 Spanish Springs Shopping Center 1200-1390 Disc Drive
38 Publix at FishHawk Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
40 Publix at Palm Coast ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
41 Rosenberg Shopping Center ▇▇▇▇ ▇▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
44 Hotel Vintage Court ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
49 San ▇▇▇▇▇▇▇ MHP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
51 Cedars of San Marcos ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
52 Rosewood Village ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
53 Pleasant Run Apartments ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
57 Kohl's Branson ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
62 Wachovia Bank Tower ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
64 Summit on the Ridge ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
67 ▇▇▇▇▇ Place Shopping Center ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇
69 ▇▇▇▇▇▇▇▇▇ Plaza ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
70 The Shoppes at Orange Grove ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ Shopping Center ▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇
76 River Plaza ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇▇ Food Lion ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
82 21609 North 12th Avenue ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
84 Meyerland Commons 4946-4990 Beechnut Street
85 Cedar Bluff Apartments ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
90 5600 East ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
91 CVS Pharmacy - Rocky Hill ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
92 Starbucks Center ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
95 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
97 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Office Building ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
100 University Shoppes IV ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
MORTGAGE
LOAN NUMBER CITY STATE ZIP CODE CUT-OFF DATE BALANCE MONTHLY P&I PAYMENT MORTGAGE RATE
----------- --------------- ------- -------- -------------------- ------------------- -------------
1 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 430,000,000.00 2,145,346.64 5.9050
2 Various Various Various 412,701,271.00 2,666,493.25 6.7125
4 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 206,000,000.00 1,200,951.39 6.9000
8 Various TN Various 116,769,626.66 557,426.30 5.6500
9 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 92,700,000.00 600,018.56 6.7300
11 ▇▇▇▇ ▇▇ ▇▇▇▇▇ 75,000,000.00 485,202.87 6.7250
12 ▇▇▇▇ ▇▇ ▇▇▇▇▇ 61,000,000.00 401,746.08 6.9000
17 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 38,200,000.00 246,496.19 6.7000
18 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 30,000,000.00 190,805.72 6.5600
23 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 17,400,000.00 108,155.36 6.3400
25 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 16,000,000.00 100,395.45 6.4300
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 14,250,000.00 91,479.99 6.6500
32 Jackson MS Various 12,800,000.00 80,148.59 6.4100
34 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 12,000,000.00 72,952.07 6.1300
35 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 11,862,973.91 71,253.18 5.9100
38 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 10,717,384.65 67,487.39 5.6800
40 ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 10,470,858.77 69,395.15 6.2700
41 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 10,100,000.00 62,779.84 6.3400
43 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 9,993,047.47 64,130.31 6.6400
44 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 9,500,000.00 60,609.85 6.5900
47 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 9,300,000.00 61,436.54 6.9300
49 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,800,000.00 41,080.00 6.3200
51 ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,400,000.00 47,750.57 6.7000
52 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,300,000.00 47,785.21 6.8400
53 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,100,000.00 47,093.51 6.9700
▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,700,000.00 39,954.76 5.9500
62 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,800,000.00 37,850.30 6.8100
64 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,700,000.00 36,478.88 6.6200
▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,100,000.00 30,446.04 5.9600
69 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,000,000.00 31,079.13 6.3400
70 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,000,000.00 31,340.80 6.4200
71 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,700,000.00 28,633.72 6.1500
73 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,150,000.00 26,312.75 6.5300
76 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,400,000.00 22,597.46 6.9900
▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,300,000.00 21,601.53 6.8400
82 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,850,000.00 17,920.33 6.4500
84 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,800,000.00 18,123.54 6.7300
85 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,600,000.00 15,255.58 5.8000
90 ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,450,000.00 15,405.19 6.4500
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,250,000.00 14,399.56 6.6200
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,240,000.00 14,128.87 6.4800
95 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,100,000.00 19,436.79 6.7600
97 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,800,000.00 11,495.86 6.6000
100 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,078,208.04 6,776.69 6.4300
MORTGAGE ADMINISTRATIVE
LOAN NUMBER REMAINING TERM TO MATURITY MATURITY DATE REMAINING AMORTIZATION TERM INTEREST ACCRUAL BASIS COST RATE (%)
----------- -------------------------- ------------- --------------------------- ---------------------- --------------
1 121 12/11/2017 0 Actual/360 0.10049
2 116 7/9/2017 360 Actual/360 0.06049
4 120 11/11/2017 0 Actual/360 0.10049
8 57 8/11/2012 0 Actual/360 0.10049
9 119 10/11/2017 360 Actual/360 0.10049
11 118 9/11/2017 360 Actual/360 0.10049
12 119 10/11/2017 360 Actual/360 0.10049
17 119 10/11/2017 360 Actual/360 0.12049
18 119 10/11/2017 360 Actual/360 0.10049
23 117 8/11/2017 360 Actual/360 0.10049
25 56 7/11/2012 360 Actual/360 0.10049
29 120 11/11/2017 360 Actual/360 0.10049
32 117 8/11/2017 360 Actual/360 0.10049
34 115 6/11/2017 360 Actual/360 0.10049
35 109 12/11/2016 349 30/360 0.10049
38 115 6/11/2017 295 30/360 0.10049
40 118 9/11/2017 298 30/360 0.10049
41 117 8/11/2017 360 Actual/360 0.10049
43 119 10/11/2017 359 Actual/360 0.12049
44 120 11/11/2017 360 Actual/360 0.10049
47 107 10/11/2016 360 Actual/360 0.10049
49 117 8/11/2017 0 30/360 0.10049
51 118 9/11/2017 360 Actual/360 0.10049
52 58 9/11/2012 360 Actual/360 0.10049
53 119 10/11/2017 360 Actual/360 0.12049
57 120 11/11/2017 360 Actual/360 0.10049
62 121 12/11/2017 360 Actual/360 0.10049
64 119 10/11/2017 360 Actual/360 0.10049
67 114 5/11/2017 360 Actual/360 0.10049
69 117 8/11/2017 360 Actual/360 0.10049
70 110 1/11/2017 360 Actual/360 0.10049
71 118 9/11/2017 360 Actual/360 0.10049
73 117 8/11/2017 360 Actual/360 0.10049
76 180 11/11/2022 360 Actual/360 0.10049
77 119 10/11/2017 360 Actual/360 0.10049
82 120 11/11/2017 360 Actual/360 0.10049
84 119 10/11/2017 360 Actual/360 0.10049
85 114 5/11/2017 360 Actual/360 0.10049
90 120 11/11/2017 360 Actual/360 0.10049
91 118 9/11/2017 360 Actual/360 0.10049
92 119 10/11/2017 360 Actual/360 0.10049
95 167 10/11/2021 167 Actual/360 0.10049
97 119 10/11/2017 360 Actual/360 0.10049
100 118 9/11/2017 358 Actual/360 0.10049
MORTGAGE
LOAN NUMBER OUTSIDE SERVICING FEE RATE (%) GROUND LEASE? MORTGAGE LOAN SELLER DEFEASANCE ARD MORTGAGE LOAN
----------- ------------------------------ ------------- -------------------- ------------------ -----------------
1 0.00 Fee Simple LB Defeasance N/A
2 0.00 Fee Simple LB Defeasance N/A
4 0.00 Fee Simple LB Defeasance N/A
8 0.00 Fee Simple LB Defeasance N/A
9 0.00 Fee Simple LB Defeasance N/A
11 0.00 Fee Simple LB Defeasance N/A
12 0.00 Fee Simple LB Defeasance N/A
17 0.02 Fee Simple LB Defeasance N/A
18 0.00 Fee Simple LB Defeasance N/A
23 0.00 Fee Simple LB Defeasance N/A
25 0.05 Fee Simple LB Yield Maintenance N/A
29 0.00 Fee Simple LB Defeasance N/A
32 0.00 Fee Simple LB Defeasance N/A
34 0.00 Fee Simple LB Yield Maintenance N/A
35 0.00 Fee Simple LB Yield Maintenance N/A
38 0.00 Fee Simple LB Yield Maintenance N/A
40 0.00 Fee Simple LB Yield Maintenance N/A
41 0.00 Fee Simple LB Defeasance N/A
43 0.07 Fee Simple LB Defeasance N/A
44 0.00 Fee Simple LB Defeasance N/A
47 0.00 Fee Simple LB Defeasance N/A
49 0.00 Fee Simple LB Yield Maintenance N/A
51 0.00 Fee Simple LB Defeasance N/A
52 0.00 Fee Simple LB Defeasance N/A
53 0.07 Fee Simple LB Defeasance N/A
57 0.00 Fee Simple LB Defeasance N/A
62 0.00 Fee Simple LB Defeasance N/A
64 0.00 Fee Simple LB Defeasance N/A
67 0.00 Fee Simple LB Defeasance N/A
69 0.00 Fee Simple LB Defeasance N/A
70 0.00 Fee Simple LB Defeasance N/A
71 0.00 Fee Simple LB Defeasance N/A
73 0.00 Fee Simple LB Defeasance N/A
76 0.00 Fee Simple LB Yield Maintenance N/A
77 0.00 Fee Simple LB Defeasance N/A
82 0.00 Fee Simple LB Defeasance N/A
84 0.00 Fee Simple LB Defeasance N/A
85 0.00 Fee Simple LB Defeasance N/A
90 0.00 Fee Simple LB Defeasance N/A
91 0.00 Leasehold LB Defeasance N/A
92 0.00 Leasehold LB Defeasance N/A
95 0.00 Leasehold LB Defeasance N/A
97 0.00 Fee Simple LB Defeasance N/A
100 0.05 Fee Simple LB Defeasance N/A
MORTGAGE
LOAN NUMBER ANTICIPATED REPAYMENT DATE ADDITIONAL INTEREST RATE CROSS COLLATERALIZED MORTGAGE LOAN GROUP
----------- -------------------------- ------------------------ -------------------- -------------------
1 ▇/▇ ▇/▇ ▇▇ ▇
▇ ▇/▇ ▇/▇ No 1
4 N/A N/A ▇▇ ▇
▇ ▇/▇ ▇/▇ ▇▇ ▇
▇ ▇/▇ ▇/▇ No 1
11 N/A N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ ▇/▇ Yes (LB-1) 1
43 N/A N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A No 1
64 N/A N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ ▇/▇ Yes (LB-1) 1
70 N/A N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A ▇▇ ▇
▇▇ ▇/▇ ▇/▇ ▇▇ ▇
▇▇ ▇/▇ N/A No 1
100 N/A N/A No 1