Appears in 1 contract

Samples: Underwriting Agreement (Structured Asset Sec Corp Ii Com Mort Pas THR Cert Se 02 C7)

Appears in 1 contract

Samples: Underwriting Agreement (LB-UBS Commercial Mortgage Trust 2005-C7)

Appears in 1 contract

Samples: Underwriting Agreement (Commercial Mortgage Pass-Through Certificates Series 2003-C5)

Appears in 1 contract

Samples: Underwriting Agreement (Structured Asset Securities Corp)

Waivers, Modifications and Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this instrument, along with all counterparts, and your acceptance shall represent a binding agreement between the Company, the Underwriters and the Mortgage Loan Sellers signing this Agreement for purposes of Section 5(g) and 7. Very truly yours, STRUCTURED ASSET SECURITIES CORPORATION II By: /s/ Xxxxx ~~Xxxxxxxx ------------------------------------~~ Xxxx ----------------------------- Name: Xxxxx ~~Xxxxxxxx~~ Xxxx Title: Senior Vice President Confirmed and accepted as of the date first above written: XXXXXX BROTHERS INC. ~~UBS WARBURG LLC~~ By: /s/ ~~Xxxx~~ Xxxxxx X. ~~Xxxxxxx~~ Xxxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President UBS SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx ~~----------------------------------- --------------------------- Name: Xxxx X. Xxxxxxx~~ --------------------------------- Name: Xxxxxx Xxxxxxxxx ~~Title: Authorized Signatory~~ Title: Director By: /s/ Xxxx Xxxxx ~~---------------------------~~ --------------------------------- Name: Xxxx Xxxxx Title: Executive Director Confirmed and accepted as of the date first above written, solely for purposes of Sections 5(g) and 7: UBS ~~WARBURG~~ REAL ESTATE INVESTMENTS INC. By: /s/ Xxxxxx Xxxxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxxxx Title: Director By: /s/ Xxxx Xxxxx ~~----------------------------~~ --------------------------------- Name: Xxxx Xxxxx Title: ~~Director By: /s/ Xxxxxx Xxxxxxxxx ---------------------------- Name: Xxxxxx Xxxxxxxxx Title:~~ Executive Director Confirmed and accepted as of the date first above written, solely for purposes of Section 5(g): XXXXXX BROTHERS HOLDINGS INC~~., DOING BUSINESS AS XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC~~. By: /s/ ~~Xxx Xxx ----------------------------~~ Xxxxxxxx Xxxxxx --------------------------------- Name: ~~Xxx Xxx~~ Xxxxxxxx Xxxxxx Title: Authorized Signatory SCHEDULE I Underwriting Agreement, dated as of ~~December 18~~May 25, ~~2002.~~ 2004 Title and Description of the Certificates: LB-UBS Commercial Mortgage Trust ~~2002~~2004-C7C4, Commercial Mortgage Pass-Through Certificates, Series ~~2002~~2004-C7C4, Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class B, Class C, Class D, Class E, E and Class F ~~and Class G~~ Certificates Cut-off Date: ~~December~~ May 11, ~~2002~~ 2004 Expected Closing Date: ~~December 27~~June 7, 2002 CERTIFICATES ------------ -------------------------------------------------------------------------------------------------------------------------- CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS B --------- --------- --------- --------- ------- -------------------------------------------------------------------------------------------------------------------------- Initial Aggregate Principal Amount $63,000,000 $190,000,000 $100,000,000 $394,367,000 $20,779,000 -------------------------------------------------------------------------------------------------------------------------- Initial Pass-Through Rate 3.170% 3.899% 4.659% 4.960% 5.081% -------------------------------------------------------------------------------------------------------------------------- Rating(12004 CERTIFICATES (1) AAA/~~AAA~~ Aaa AAA/~~AAA~~ Aaa AAA/~~AAA~~ Aaa AAA/~~AAA AA+/AA+ --------------------------------------------------------------------------------------------------------------------------~~ Aaa AA+/Aa1 ------------------------------------------------------------------------------------------ Purchase Price(2) ~~100.49787~~100.49909% ~~100.49573~~100.49806% ~~100.49456~~100.49757% ~~100.49647~~99.33366% ~~100.49612~~99.01215% -------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------- CLASS C CLASS D CLASS E CLASS F ~~CLASS G ------- ------- ------- ------- ------- -------------------------------------------------------------------------------------------------------------------------~~ ------------------------------------------------------------------------- Initial Aggregate Principal Amount $~~17,811,000~~ 15,881,000 $~~17,811,000~~ 12,355,000 $~~14,843,000~~ 19,410,000 $~~14,843,000 $14,842,000 -------------------------------------------------------------------------------------------------------------------------~~ 12,352,000 ------------------------------------------------------------------------ Initial ~~Pass-~~Pass- Through Rate ~~5.101% 5.160% 5.209% 5.248% 5.333% -------------------------------------------------------------------------------------------------------------------------~~ 5.308%(3) 5.308%(3) 5.308%(3) 5.308%(3) ------------------------------------------------------------------------- Rating(1) AAXX/~~AA AA-/AA- A+/A+ A~~Xx0 XX-/Xx0 X+/X0 X/~~A A-/A- -------------------------------------------------------------------------------------------------------------------------~~ X0 ------------------------------------------------------------------------- Purchase Price(2) ~~100.49863~~98.78714% ~~100.49842~~98.56276% ~~100.49702~~98.26457% ~~100.49442~~98.11589% ~~100.49452% ------------------------------------------------------------------------------------------------------------------------- ---------------~~------------------------------------------------------------------------- (1) By Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and ~~Fitch~~Xxxxx'x Investors Service, Inc., respectively. (2) Expressed as a percentage of the initial aggregate stated principal amount of each class of Certificates. There shall be added to the Purchase Price for each class of Certificates accrued interest at the initial Pass-Through Rate therefor on the initial aggregate principal amount thereof from ~~the Cut-off Date~~ May 11, 2004 to but not including the Closing Date. (3) Approximate. SCHEDULE II PRINCIPAL AMOUNT OF RELEVANT CLASS OF UNDERWRITERS (AND ADDRESSES) CLASS CERTIFICATES TO BE PURCHASED ~~----------------------------~~ --------------------------------------- ----- ---------------------------- Xxxxxx Brothers Inc. A-1 $ ~~63,000,000~~ 50,000,000 000 Xxxxxxx Xxxxxx A-2 $~~190,000,000~~ 391,000,000 Xxx Xxxx, Xxx Xxxx 00000 A-3 $~~100,000,000~~ 218,000,000 Attention: Xxxxx Xxxxxxx A-4 $~~394,367,000~~ 374,953,000 B $ ~~20,779,000~~ 14,116,000 C $ ~~17,811,000~~ 15,881,000 D $ ~~17,811,000~~ 12,355,000 E $ ~~14,843,000~~ 19,410,000 F $ ~~14,843,000 G $ 14,842,000~~ 12,352,000 UBS ~~Warburg~~ Securities LLC A-1 $ 0 1285 Avenue of the Americas, 00xx Xxxxx X-0 $ 0 Xxx Xxxx, Xxx Xxxx 00000 A-3 $ 0 Attention: ~~Xxxxx Xxxxx~~ Xxxxxx Xxxxxxxxx A-4 $ 0 B $ 0 C $ 0 D $ 0 E $ 0 F $ 0 ~~G $ 0~~ EXHIBIT A-1 ~~FORM~~ FORMS OF ~~OPINION~~ OPINIONS OF SIDLEY XXXXXX XXXXX & XXXX LLP, SPECIAL COUNSEL FOR THE COMPANY [~~LETTERHEAD OF SIDLEY XXXXXX XXXXX~~ Letterhead of Sidley Xxxxxx Xxxxx & ~~XXXX~~ Xxxx LLP] ~~December 27~~June 7, ~~2002~~2004 To the Parties Listed on Annex A hereto: Re: LB-UBS Commercial Mortgage Trust 2004-C4 Commercial Mortgage Pass-Through Certificates, Series 2004-C4 ------------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Structured Asset Securities Corporation II (the "Depositor"), Xxxxxx Brothers Inc. ("LBI"), LUBS Inc. ("LUBS") and Xxxxxx Brothers Holdings Inc. ("LBHI"), in connection with the following transactions (collectively, the "Transactions"): (i) the sale by LBHI, and the purchase by the Depositor, of certain multifamily and commercial mortgage loans (the "LBHI Mortgage Loans"), pursuant to the LBHI Mortgage Loan Purchase Agreement, dated as of May 25, 2004 (the "LBHI Mortgage Loan Purchase Agreement"), between LBHI, as seller, and the Depositor, as purchaser; (ii) the sale by LUBS, and the purchase by the Depositor, of certain other multifamily and commercial mortgage loans (the "LUBS Mortgage Loans"), pursuant to the LUBS Mortgage Loan Purchase Agreement, dated as of May 25, 2004 (the "LUBS Mortgage Loan Purchase Agreement"), between LUBS, as seller, the Depositor, as purchaser, and LBHI, as an additional party; (iii) the sale by UBS Real Estate Investments Inc. ("UBSREI" and, together with LBHI and LUBS, the "Mortgage Loan Sellers"), and the purchase by the Depositor, of certain other multifamily and commercial mortgage loans (the "UBS Mortgage Loans" and, together with the LBHI Mortgage Loans and the LUBS Mortgage Loans, the "Mortgage Loans"), pursuant to the UBS Mortgage Loan Purchase Agreement, dated as of May 25, 2004 (the "UBS Mortgage Loan Purchase Agreement" and, together with the LBHI Mortgage Loan Purchase Agreement and the LUBS Mortgage Loan Purchase Agreement, the "Mortgage Loan Purchase Agreements"), between UBSREI, as seller, the Depositor, as purchaser, and UBS Principal Finance LLC, as an additional party; (iv) the creation of a common law trust (the "Trust") and the issuance of an aggregate $1,411,730,586 Certificate Principal Balance of Commercial Mortgage Pass-Through Certificates, Series 2004-C4 (the "Certificates"), consisting of multiple classes designated Class A-1, Class A-2, Class A-3, Class A-4, Class A-1b, Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S, Class T, Class R-I, Class R-II, Class R-III, Class R-LR and Class V, pursuant to the Pooling and Servicing Agreement, dated as of May 11, 2004 (the "Pooling and Servicing Agreement"), between the Depositor, as depositor, Wachovia Bank, National Association, as master servicer, Lennar Partners, Inc., as special servicer and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"); (v) the transfer of the Mortgage Loans by the Depositor to the Trust, pursuant to the Pooling and Servicing Agreement, in exchange for the issuance of the Certificates at the direction of the Depositor; (vi) the sale by the Depositor, and the purchase by LBI and UBS Securities LLC ("UBSS"), of the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class B, Class C, Class D, Class E and Class F Certificates (collectively, the "Publicly Offered Certificates"), pursuant to the Underwriting Agreement, dated as of May 25, 2004 (the "Underwriting Agreement"), between the Depositor, LBI and UBSS, and acknowledged, as to certain sections, by UBSREI and LBHI; (vii) the sale by the Depositor, and the purchase by LBI and UBSS, of the Class A-1b, Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates (collectively, the "Privately Offered Certificates" and, collectively with the Publicly Offered Certificates, the "Offered Certificates"), together with the Class V Certificates, pursuant to the Certificate Purchase Agreement, dated as of May 25, 2004 (the "Certificate Purchase Agreement"), between the Depositor, LBI and UBSS; (viii) the negotiation and execution of the LBHI Indemnification Agreement, dated as of May 25, 2004 (the "LBHI Indemnification Agreement"), between LBHI, the Depositor, LBI and UBSS; and (ix) the negotiation and execution of the UBS Indemnification Agreement, dated as of May 25, 2004 (the "UBS Indemnification Agreement" and, together with the LBHI Indemnification Agreement, the "Indemnification Agreements"), between UBSREI, UBS Americas Inc. ("UBSAI"), the Depositor, LBI and UBSS. In the course of our acting as special counsel to the Depositor, LBI, LUBS and LBHI as described above, we reviewed the Pooling and Servicing Agreement, the Underwriting Agreement, the Certificate Purchase Agreement, the Mortgage Loan Purchase Agreements and the Indemnification Agreements (collectively, the "Agreements"). Capitalized terms not defined herein have the respective meanings set forth in the Pooling and Servicing Agreement and, to the extent not defined therein, in the other Agreements. In addition, with the knowledge and consent of the Depositor, LBI and UBSS, we have acted as special counsel to those parties in connection with the preparation or review of the following documents and all exhibits thereto (collectively with the Agreements, the "Relevant Documents"): (a) the Prospectus Supplement, dated May 25, 2004 (the "Prospectus Supplement"), specifically relating to the Publicly Offered Certificates and the Trust; (b) the Prospectus, dated May 25, 2004 (the "Basic Prospectus" and, together with the Prospectus Supplement, the "Prospectus"), relating to publicly offered mortgage-backed securities, including mortgage pass-through certificates evidencing interests in trust funds established by the Depositor; (c) the Offering Memorandum, dated May 25, 2004 (the "Memorandum") specifically relating to the Privately Offered Certificates and the Trust; and (d) the registration statement on Form S-3 (No. 333-111598) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission"). 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 and records as we have deemed relevant or necessary as the basis for the opinions set forth below; 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) 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) the constitution of each of the Agreements as 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, in the case of the Pooling and Servicing Agreement, by the registered holders and beneficial owners of the Certificates, (xi) the conformity, to the requirements of the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements, of the Mortgage Notes, the Mortgages and the other documents delivered to the Trustee by, on behalf of or at the direction of the Depositor and the Mortgage Loan Sellers, and (xii) the absence of any other agreement that supplements or otherwise modifies the express terms of the Agreements. 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 Xxxxxx Xxxxx & Xxxx LLP attorneys currently practicing law with this firm who have been actively involved in the above-described representation of the Depositor, LUBS, LBHI, LBI and/or UBSS. 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 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 Registration Statement has become effective under the Securities Act of 1933, as amended (the "1933 Act"). 2. To our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for that purpose have been instituted or threatened and not terminated. 3. The Registration Statement, the Basic Prospectus and the Prospectus Supplement, as of their respective effective or issue dates (other than the financial statements, schedules and other financial and statistical information contained therein or omitted therefrom and other than information incorporated therein by reference, as to which we express no opinion), complied as to form in all material respects with the applicable requirements of the 1933 Act and the rules and regulations of the Commission thereunder. 4. To our knowledge, there are no material contracts, indentures or other documents relating to the Publicly Offered Certificates of a character required to be described or referred to in the Registration Statement or the Prospectus Supplement or to be filed as exhibits to the Registration Statement, other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. 5. The statements set forth in the Prospectus Supplement under the headings "Federal Income Tax Consequences", "ERISA Considerations" and "Legal Investment", in the Basic Prospectus under the headings "Federal Income Tax Consequences", "ERISA Considerations" and "Legal Investment" and in the Memorandum under the headings "Certain Federal Income Tax Consequences", "Certain ERISA Considerations" and "Legal Investment", to the extent that they purport to describe certain matters of federal law or legal conclusions with respect thereto, while not discussing all possible consequences of an investment in the Offered Certificates to all investors, provide an accurate summary of such matters and conclusions set forth under such headings.