EXHIBIT 99.2
LBHI MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of January 20, 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-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1. 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 January 11, 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") and UBS Securities LLC ("UBS Securities" and, together with
Xxxxxx 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 Securities
(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 $1,162,938,186 (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 February 1, 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 January 11, 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), all
unapplied Escrow Payments and Reserve Funds in the possession or under the
control of the Seller that relate to the Mortgage Loans.
(d) The Seller shall retain, with respect to each Mortgage Loan, an
Independent third party (the "Recording/Filing Agent"), through which it shall:
(i) 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 or filing, as applicable, information is available
to the subject Recording/Filing Agent), submit for recording or filing, as the
case may be, in the appropriate public office for real property records or UCC
Financing Statements, as applicable (A) each related assignment of Mortgage and
assignment of Assignment of Leases, in favor of, and delivered under clause
(a)(iv) of the definition of Mortgage File to, the Trustee, and (B) solely with
respect to nursing facilities and hospitality properties (identified on Schedule
VI to the Pooling and Servicing Agreement), each assignment of UCC Financing
Statement, in favor of, and delivered under clause (a)(iv) of the definition of
Mortgage File to, the Trustee; and (ii) cause each such assignment of Mortgage,
assignment of Assignment of Leases and assignment of UCC Financing Statement to
be delivered to the Trustee following its return by the appropriate public
office for real property records or UCC Financing Statements, as applicable,
with copies of any such returned assignments to be delivered
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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, the Trustee shall
obtain a certified copy of the recorded original.
If any such assignment of Mortgage, assignment of Assignment of Leases
and/or assignment of UCC Financing Statement referred to in the preceding
paragraph is lost or returned unrecorded or unfiled, as the case may be, because
of a defect therein, then the Seller shall prepare or cause the preparation of 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, filing and delivery contemplated in the preceding two paragraphs,
including, without limitation, any out-of-pocket costs and expenses that may be
incurred by the Trustee in connection with any such recording, filing or
delivery performed by the Trustee at the Seller's or the Purchaser's request and
the fees of the Recording/Filing Agent.
(e) With respect to any 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 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 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 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 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.
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(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 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 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 first anniversary of 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 (i) to
the Master Servicer for deposit in the Pool Custodial Account the Initial
Deposits relating to the Mortgage Loans, and (ii) to the Trustee for deposit in
the Interest Reserve Account, the Supplemental Interest Reserve Amount with
respect to each Mortgage Loan that is an Interest Reserve Mortgage Loan.
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 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.
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(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. 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.
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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 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)(x)
of the definition of Mortgage File has not been executed 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
materially and adversely affects the value of the Mortgage Loan at the time of
such notice, 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
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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) [Reserved.]
(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
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.
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(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 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
substantially all 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
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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.
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.
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;
9
(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 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. The Seller's obligations with respect to the
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 as set
forth in Section 8 of the LUBS Mortgage Loan Purchase Agreement dated as of
January 20, 2006, between the Seller, the initial Purchaser and LUBS Inc.
10
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 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
11
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, 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; (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 NEITHER A NEW YORK STATE NOR
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
12
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.
13
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
MORTGAGE
LOAN
NUMBER PROPERTY NAME ADDRESS CITY STATE ZIP CODE
-------- ------------------------------------------- ---------------------------------- ---------------- ------- --------
0 Xxxxxx Xxxxx Xxxx 0000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000
5 Courtyard by Marriott II Fee Portfolio Various Various Various Various
8 One Financial Center 000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000
0 Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx 000 Xxxxx Xxx Xxxxxx Xxx Xxxx XX 00000
10 Highwoods II Portfolio Various Xxxxxxx Xxxxxxx Xxxxxxx
00 Xxxxx Xxxxxx Xxxx 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
00 Xxxxxxxx Xxxx Xxxxxx Xxxx 000, 200, 000 Xxxxx Xxxxxx Xxxxxxx XX 00000
00 Xxxx Xxxxxxxx Xxxxxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
00 Xxxx Xxxxxxxx Xxxxxxxxxx, X.X. 000 00xx Xxxxxx, XX Xxxxxxxxxx XX 00000
18 Intel Corporate Building 0000 Xxxxx 00 Xxxxxxxxxx XX 00000
19 Windsor at Briarhill Apartments 0000 Xxxxxxxx Xxxx Xxxxxxx XX 00000
20 Commerce Center 2201-2241 Xx Xxxxx 0 Xxxxx Xxxxxxxxx XX 00000
21 Rock Creek Apartments 0000 Xxxx Xxxx Xxxx Xxxxxx XX 00000
22 11451 Katy Freeway 00000 Xxxx Xxxxxxx Xxxxxxx XX 00000
23 U-Haul Portfolio - 26 Facilities Portfolio Various Various Various Various
25 The Shoppes at Schererville 000-000 X.X. Xxxxxxx 00 Xxxxxxxxxxxx XX 00000
00 Xxxx Xxxx Xxxxx 000 Xxxxx 00xx Xxxxxx Xxxxxxx XX 00000
00 Xxxxxxxxx Xxxxx Apartments 000 Xxxx Xxxx Xxxxxxxxxxx XX 00000
00 Xxx Xxxxxxxx at University Place 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
32 Towne Crossing Shopping Center 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx XX 00000
33 U-Haul Portfolio - SAC Portfolio Various Various Various Various
00 Xxxxxxxxx Xxxxxxxxx Xxxx 000 Xxxxx 000 Xxxxxxxx XX 00000
00 Xxxxxxxx Xxxxx 11912-11974 Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx XX 00000
45 Triangle Shopping Center 0000 Xxx Xxxxxx Xxxx Xxxxxxxxx Xxxx XX 00000
00 Xxxx Xxxx Xxxxx 0000 X. Xxxx Xxxx Xxxx Xxxxxxx XX 00000
48 00 Xxx Xxxx Xxxxx Xxxx 00 Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx XX 00000
50 Xxxxxxx Xxxx Apartments 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000
51 Holiday Inn-Solana Beach 000 Xxxxx Xxxxxxx 000 Xxxxxx Xxxxx XX 00000
00 Xxxxxxxxxx Xxxxxx 0000 Xxxxxxx Xxxx Xxxxx Xxxxx XX 00000
53 Holiday Inn Express - Destin 000 Xxxxxxxxxx Xxxxxx Xxxxxx XX 00000
55 Country Inn and Suites - NE 00000 Xxxxx Xxxxxx Xxxxx XX 00000
56 Xxxxx - Enterprise Tower 000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
57 Peppertree Apartments 0000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
58 Berkshire Manor Apartments 0000 Xxxxxxxxxxx Xxx Xxxxxxxxxxx XX 00000
00 Xxxxxxxxxx Xxxxxx Xxxxx 0000-0000 XxXxxxx Avenue Valparaiso IN 46383
60 Pasadena Apartments 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxx 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
00 Xxxxxxxx Xxxxx 00000 Xxxxxxx 0 Xxxxxxxxxx XX 00000
00 Xxxx Xxxxx Xxxxxxxx Xxxxxx 0000 Xxxx 00xx Xxxxxx Xxxxxxxx XX 00000
65 Kroger's - Las Vegas 0000 X. Xxxxx Xxxxxxxxx Xxx Xxxxx XX 00000
66 Xxxxx - Woodhaven 0000-0000 Xxxxx 00xx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxx 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
71 Wheatland Village Shopping Center 0000-0000 Xxxx Xxxxxxxxx Xxxx Xxxxxx XX 00000
00 Xxxxxxx Xxx - Xxxxxxx 0000 Xxxxxxx Xxxx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxxxxx 0000 Xxxxxxxx Xxxxxxx Xxxxxxx XX 00000
75 Allstar Self Storage 0000 Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
00 Xxxxxxxxx Xxxxxxxxxx Xxxxxxx Xxxx Xxxxx at Xxxxx Xxxxxx Xxxxxxxxxx XX 00000
00 Xxxxxx Xxxx Self Storage 00000 Xxxxx Xxx Xxxxxx XX 00000
78 Woodland Arms Apartments 22045-22065 Xxxx Xxxxx Xxxx Xxxx Xxxxxxx XX 00000
82 000-000 X. Xxxxxxx Xxxxx 000-000 X. Xxxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000
84 Hemet Plaza 0000-0000 X. Xxxxxxx Xxx Xxxxx XX 00000
86 Infinity Office and Warehouse 0000 Xxxxxxxx Xxxxx Xxxxxxxx XX 00000
87 Willow Tree Apartments 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000
89 Palms Plaza Shopping Center 0000 X. Xxxx Xxxxx Xxxxxxx Xxxxx XX 00000
00 Xxx Xxxxxx & May 42 Self Storage 0000 XX 00xx Xxxxxx Xxxxxxxx Xxxx XX 00000
91 Grammary, Callowhill & Silk Mill Apartments Various Reading PA Various
92 0 Xxxxxxxx Xxxxxx 00-00 Xxxxxx Xxxxxx Xxxxxx XX 00000
93 Plaza Mini Storage 0000 Xxxx Xxxxxxxxx Xxxxxx Xxx Xxxxx XX 00000
00 Xx Xxxxx Xxxxx 0000-0000 X. Xxxxxxx Xxxxxx Xxxxxx XX 00000
96 Spring Ridge II 1105 - 0000 Xxxxx 000xx Xx Xxxxx XX 00000
97 Storage Express Pool III Various Various IN Various
98 Storage Express Pool I Various Various IN Various
000 Xxxxxxxxx Xxxxx Self Storage 0000 Xxxxxxxx Xxxx Xxxxxx XX 00000
104 Orchard Corners Apartments 0000 Xxxxx Xxxx Xxxxxxxx XX 00000
000 Xxxxxxxxx Xxxxx 0 Xxxx Xxxxxx Xxxxxxxxx XX 00000
MORTGAGE
LOAN CUT-OFF DATE MONTHLY P&I MORTGAGE
NUMBER BALANCE PAYMENT RATE
-------- -------------- ----------- --------
4 121,595,466.83 657,534.50 5.03500
5 120,000,000.00 684,738.69 5.54500
8 99,894,715.70 555,284.30 5.40000
9 84,500,000.00 436,578.44 6.11500
10 71,000,000.00 344,933.45 5.75000
12 50,000,000.00 288,617.89 5.65000
14 45,000,000.00 262,036.00 5.73000
15 42,000,000.00 194,854.24 5.49100
16 30,000,000.00 139,181.60 5.49100
18 23,960,022.00 113,467.62 5.60500
19 23,040,000.00 101,226.67 5.20000
20 20,000,000.00 110,936.76 5.29000
21 19,500,000.00 111,699.60 5.58000
22 18,500,000.00 108,196.14 5.77000
23 18,131,352.63 113,732.35 5.68800
25 16,600,000.00 92,490.07 5.33000
26 16,000,000.00 91,348.81 5.55000
27 15,950,711.87 89,545.53 5.37000
28 13,340,000.00 78,612.99 5.84000
32 12,488,917.50 72,867.22 5.74000
33 12,454,664.78 77,277.72 5.60700
37 9,978,918.17 55,841.37 5.35000
41 9,250,000.00 52,172.80 5.44000
45 8,480,000.00 50,660.46 5.57000
47 8,350,000.00 46,575.57 5.34000
48 8,191,967.45 45,738.88 5.34000
50 7,950,000.00 45,539.07 5.58000
51 7,853,174.92 48,701.81 5.54000
52 7,200,000.00 41,652.05 5.67000
53 7,000,000.00 45,186.72 6.02000
55 6,481,371.19 40,734.95 5.71000
56 6,406,835.79 40,575.54 5.79000
57 6,265,000.00 35,887.08 5.58000
58 6,100,000.00 34,558.62 5.48000
59 6,000,000.00 34,786.01 5.69000
60 5,645,142.79 33,367.74 5.86000
61 5,500,000.00 31,090.50 5.46000
62 5,435,395.63 32,336.28 5.92000
63 5,426,200.00 30,809.37 5.50000
65 5,395,039.74 31,000.26 5.60000
66 5,185,299.02 32,839.34 5.79000
67 5,100,000.00 30,119.55 5.86000
71 4,909,649.84 27,504.59 5.36000
73 4,779,195.33 29,677.19 5.57000
74 4,752,500.00 29,231.06 6.24000
75 4,639,617.80 28,755.55 6.19000
76 4,585,766.43 25,687.03 5.35000
77 4,391,812.80 26,165.62 5.92400
78 4,344,294.55 27,656.03 5.86000
82 4,200,000.00 23,453.38 5.35000
84 4,187,517.94 23,926.25 5.53000
86 4,050,000.00 23,815.10 5.82000
87 4,000,000.00 21,816.41 5.14000
89 3,642,644.32 20,861.91 5.56000
90 3,596,881.07 21,191.93 5.83000
91 3,593,145.45 21,168.98 5.82000
92 3,588,984.13 20,215.11 5.40000
93 3,493,217.65 20,402.82 5.74000
94 3,493,128.08 20,269.68 5.68000
96 3,450,220.15 20,191.62 5.75000
97 3,425,507.56 19,510.90 5.51000
98 3,310,741.83 18,857.22 5.51000
102 3,097,300.47 18,209.00 5.81000
104 2,980,000.00 16,640.73 5.35000
106 2,780,000.00 15,489.30 5.33000
000 Xxxx Xxxx Xxxxxxxx Xxxxxx 000-000 Xxxxx Xxxx Xxxxxx XX 00000
110 Xxxxx - Crossroads 0000 Xxxxxxx Xxx Xxxx Xxxxxxx XX 00000
000 Xxx Xxxxxx Xxxxxx 0000 Xxxx Xxxxxx Xxxxxxx Xxxxxxxxxx XX 00000
112 Xxxxxxxxx Shopping Center 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx XX 00000
113 Keep Safe Self Storage 0000 Xxxxx Xxxxxx Xx. Xxxxxxxxx XX 00000
115 Storage Depot West 000 Xxxxx 0xx Xxxxxx Xxxxxxx XX 00000
000 Xxxxxxxxxx Xxxxxxxx Xxxxxx 000 X. Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000
117 Atrium Professional Center 0000 X. Xxxxxxx Xxx Xxxxxx XX 00000
118 Storage Express Pool II Xxxxxxx Xxx Xxxxxx XX 00000
119 Village at Killeen Mall 0000 Xxxxx X.X. Xxxxx Xxxxx Xxxxxxx XX 00000
120 Best Western Raleigh Inn & Suites 0000 Xxx Xxxx Xxxxxx Xxxxxxx XX 00000
000 Xxxxx Xxxxx Xxxxxx 000 Xxxxx Xxxx Xxxxxxxx XX 00000
122 Real Blocks 00000 Xxxxxx Xxxx Xxxxx Xxxxx XX 00000
000 Xxxxxxxx Xxxx 0000-0000 Xxxx Xxxxxxxxx Xxxxxxxx Xxxx XX 00000
000 00xx & Xxxx Xxxx/Xxxxxx Xxxx Xxxxx 0000 Xxxx Xxxxxx, 7051 Xxxx
Avenue, 0000-0000
Xxxxx 00xx Xxxxxx Xxxxx XX 00000
000 Xxxxxx Xxxxxxxx 000 Xxxxxxxxxxx Xxxx Xxxxxx XX 00000
127 SSA Abilene 0000 X. Xxxxx 00xx Xxxxxx Xxxxxxx XX 00000
128 Pine Xxxxx Apts 00000 Xxxx Xxxxx Xxxxx Xxxxxxxx Xxxx XX 00000
000 Xxx Xxxxxxxxx xx Xxxxxx Xxxxx 00000 Xxxxx Xxxx 000 Xxxxx Xxxx XX 00000
000 Xxxxx - Xxxxxxxxxx Xxxxx 0000 Xxxxxx Xxxx (X.X. 380) Xxxxxxxxxx XX 00000
000 Xxxxx - Xxxxxxx Xxxxxx 0000-0000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000
135 63055 Corporate Place 00000 Xxxxxxxxx Xxxxx Xxxx XX 00000
136 Dollar Tree 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx XX 00000
137 Life Center 0000 Xxxxxxx 000 Xxxx Xxxxxx XX 00000
139 Xxxxx - Xxxx Verde 0000 Xxxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000
000 Xxxx Xxxx Xxxxxxx 0000 Xxxxxxx Xxxx Xxxx Xxxx XX 00000
145 Bixby - Park Plaza 0000-0000 Xxxxxx Xxx Xxxxxxxxx XX 00000
109 2,700,000.00 16,554.19 6.21000
110 2,692,366.79 17,051.20 5.79000
111 2,691,774.94 15,195.06 5.42000
112 2,650,000.00 15,397.41 5.71000
113 2,638,823.44 14,830.98 5.37000
115 2,594,611.62 14,648.53 5.43000
116 2,592,500.00 15,228.09 5.81000
117 2,592,203.00 14,746.21 5.49000
118 2,425,049.79 13,812.52 5.51000
119 2,400,000.00 13,401.93 5.35000
120 2,397,290.35 16,370.32 6.61000
121 2,238,702.22 12,465.76 5.27300
122 2,228,161.41 13,398.66 6.02000
124 2,045,769.65 11,575.45 5.45000
125 1,998,144.38 11,431.18 5.56000
126 1,995,774.65 11,155.82 5.34000
127 1,991,883.46 11,418.60 5.55000
128 1,928,000.00 11,251.28 5.75000
131 1,769,807.82 10,189.90 5.60000
132 1,745,052.56 11,051.70 5.79000
134 1,685,222.17 10,672.79 5.79000
135 1,598,463.08 9,004.48 5.42000
136 1,596,626.91 8,934.62 5.35000
137 1,546,766.96 8,703.75 5.40000
139 1,371,112.72 8,683.48 5.79000
140 1,324,752.81 9,320.16 5.75000
145 1,057,003.27 6,694.17 5.79000
MORTGAGE REMAINING INTEREST PRIMARY MORTGAGE
LOAN REMAINING TERM AMORTIZATION ACCRUAL ADMINISTRATIVE SERVICING LOAN
NUMBER TO MATURITY MATURITY DATE TERM BASIS COST RATE FEE GROUND LEASE? SELLER
-------- -------------- ------------- -------------- -------- -------------- --------- ---------------------- --------
4 60 10/11/2010 360 Act/360 0.02040 0.00 Fee Simple LB
5 111 4/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
8 142 10/1/2017 360 30/360 0.02040 0.00 Fee Simple / Leasehold LB
9 60 12/11/2010 0 Act/360 0.02040 0.00 Leasehold LB
10 60 1/11/2011 0 Act/360 0.02040 0.00 Fee Simple LB
12 120 1/11/2016 360 Act/360 0.02040 0.00 Fee Simple LB
14 120 1/11/2016 360 Act/360 0.02040 0.00 Fee Simple LB
15 84 11/11/2012 0 Act/360 0.02040 0.00 Fee Simple LB
16 84 11/11/2012 0 Act/360 0.02040 0.00 Fee Simple LB
18 60 1/11/2011 0 Act/360 0.08040 0.07 Fee Simple LB
19 60 9/11/2010 0 Act/360 0.02040 0.00 Fee Simple LB
20 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
21 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
22 120 1/11/2016 360 Act/360 0.06040 0.05 Fee Simple LB
23 120 10/11/2015 300 Act/360 0.02040 0.00 Fee Simple LB
25 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
26 119 5/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
27 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
28 180 8/11/2020 360 Act/360 0.02040 0.00 Fee Simple LB
32 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
33 120 10/11/2015 300 Act/360 0.02040 0.00 Fee Simple LB
37 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
41 120 7/11/2015 360 Act/360 0.11040 0.10 Fee Simple LB
45 120 11/11/2015 324 Act/360 0.02040 0.00 Fee Simple LB
47 120 10/11/2015 360 Act/360 0.08040 0.07 Fee Simple LB
48 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
50 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
51 84 9/11/2012 300 Act/360 0.02040 0.00 Fee Simple LB
52 120 11/11/2015 360 Act/360 0.06040 0.05 Fee Simple LB
53 60 1/11/2011 300 Act/360 0.02040 0.00 Fee Simple LB
55 120 11/11/2015 300 Act/360 0.09040 0.08 Fee Simple LB
56 120 11/11/2015 300 Act/360 0.11040 0.10 Fee Simple LB
57 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
58 114 7/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
59 120 1/11/2016 360 Act/360 0.02040 0.00 Fee Simple LB
60 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
61 120 11/11/2015 360 Act/360 0.07040 0.06 Fee Simple LB
62 120 12/11/2015 360 Act/360 0.06040 0.05 Fee Simple LB
63 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
65 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
66 120 11/11/2015 300 Act/360 0.11040 0.10 Fee Simple LB
67 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
71 120 11/11/2015 360 Act/360 0.08040 0.07 Fee Simple LB
73 120 10/11/2015 300 Act/360 0.02040 0.00 Fee Simple LB
74 180 12/11/2020 360 Act/360 0.02040 0.00 Fee Simple LB
75 113 11/11/2014 353 Act/360 0.02040 0.00 Fee Simple LB
76 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
77 72 11/11/2011 360 Act/360 0.02040 0.00 Fee Simple LB
78 120 12/11/2015 300 Act/360 0.02040 0.00 Fee Simple LB
82 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
84 120 10/11/2015 360 Act/360 0.08040 0.07 Fee Simple LB
86 120 12/11/2015 360 Act/360 0.04040 0.03 Fee Simple LB
87 120 8/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
89 120 11/11/2015 360 Act/360 0.08040 0.07 Leasehold LB
90 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
91 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
92 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
93 120 11/11/2015 360 Act/360 0.07040 0.06 Fee Simple LB
94 120 11/11/2015 360 Act/360 0.08040 0.07 Fee Simple LB
96 120 10/11/2015 360 Act/360 0.11040 0.10 Fee Simple LB
97 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
98 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
102 120 12/11/2015 360 Act/360 0.06040 0.05 Fee Simple LB
104 120 6/11/2015 360 Act/360 0.11040 0.10 Fee Simple LB
106 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
109 180 1/11/2021 360 Act/360 0.02040 0.00 Fee Simple LB
110 120 11/11/2015 300 Act/360 0.11040 0.10 Fee Simple LB
111 120 10/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
112 120 1/11/2016 360 Act/360 0.02040 0.00 Fee Simple LB
113 120 9/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
115 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
116 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
117 120 10/11/2015 360 Act/360 0.11040 0.10 Fee Simple LB
118 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
119 120 8/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
120 120 12/11/2015 300 Act/360 0.02040 0.00 Fee Simple LB
121 120 8/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
122 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
124 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
125 120 12/11/2015 360 Act/360 0.06040 0.05 Fee Simple LB
126 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
127 120 9/11/2015 360 Act/360 0.06040 0.05 Fee Simple LB
128 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
131 120 10/11/2015 360 Act/360 0.08040 0.07 Fee Simple LB
132 120 11/11/2015 300 Act/360 0.11040 0.10 Fee Simple LB
134 120 11/11/2015 300 Act/360 0.11040 0.10 Fee Simple LB
135 120 12/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
136 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
137 120 11/11/2015 360 Act/360 0.02040 0.00 Fee Simple LB
139 120 11/11/2015 300 Act/360 0.11040 0.10 Fee Simple LB
140 120 12/11/2015 240 Act/360 0.02040 0.00 Fee Simple LB
145 120 11/11/2015 300 Act/360 0.11040 0.10 Fee Simple LB
MORTGAGE ARD ANTICIPATED
LOAN MORTGAGE REPAYMENT ARD CROSS MORTGAGE LOAN
NUMBER DEFEASANCE LOAN DATE SPREAD COLLATERALIZED SELLER LOAN ID
-------- ------------------------------- -------- ----------- ------ -------------- --------------
4 Defeasance No N/A N/A No 050907005
5 Defeasance No N/A N/A No 051006001
8 Yield Maintenance No N/A N/A No 050816043
9 Yield Maintenance No N/A N/A No 050509001
10 Defeasance No N/A N/A No 051006010
12 Defeasance No N/A N/A No 050926002
14 Defeasance No N/A N/A No 051027011
15 Defeasance or Yield Maintenance No N/A N/A No 051021001
16 Defeasance or Yield Maintenance No N/A N/A No 050928010
18 Defeasance No N/A N/A No 050608002
19 Defeasance No N/A N/A No 050810002
20 Defeasance No N/A N/A No 050719004
21 Defeasance No N/A N/A No 050519007
22 Defeasance No N/A N/A No 050819001
23 Defeasance No N/A N/A No 0508160400
25 Defeasance No N/A N/A No 050531003
26 Defeasance No N/A N/A No 050215000
27 Defeasance No N/A N/A No 050809003
28 Yield Maintenance No N/A N/A No 050418002
32 Defeasance No N/A N/A No 051005007
33 Defeasance No N/A N/A No 509270020
37 Yield Maintenance No N/A N/A No 050727005
41 Defeasance No N/A N/A No 050304001
45 Defeasance No N/A N/A No 050719005
47 Defeasance No N/A N/A No 050712001
48 Yield Maintenance No N/A N/A No 050829005
50 Defeasance No N/A N/A No 050519006
51 Defeasance No N/A N/A No 050408002
52 Defeasance No N/A N/A No 050809002
53 Defeasance No N/A N/A No 050818001
55 Yield Maintenance No N/A N/A No 050630001
56 Defeasance No N/A N/A Yes (LB-E) 050812006
57 Defeasance No N/A N/A No 050519001
58 Defeasance No N/A N/A No 050412000
59 Defeasance No N/A N/A No 050921003
60 Defeasance No N/A N/A No 050729001
61 Defeasance No N/A N/A No 050705001
62 Defeasance No N/A N/A No 050815005
63 Defeasance No N/A N/A No 050711001
65 Yield Maintenance No N/A N/A No 050714001
66 Defeasance No N/A N/A Yes (LB-E) 050812007
67 Defeasance No N/A N/A No 050729002
71 Defeasance No N/A N/A No 050809001
73 Defeasance No N/A N/A No 050620006
74 Yield Maintenance No N/A N/A No 050803008
75 Defeasance No N/A N/A No 040421009
76 Defeasance No N/A N/A No 050815006
77 Defeasance No N/A N/A No 050608004
78 Defeasance No N/A N/A No 050729003
82 Defeasance No N/A N/A No 050825001
84 Defeasance No N/A N/A No 050726001
86 Defeasance No N/A N/A No 050719006
87 Defeasance No N/A N/A No 050602003
89 Defeasance No N/A N/A No 050804004
90 Defeasance No N/A N/A No 050830019
91 Defeasance No N/A N/A No 050829001
92 Defeasance No N/A N/A No 050731001
93 Defeasance No N/A N/A No 050713001
94 Defeasance No N/A N/A No 050809004
96 Defeasance No N/A N/A No 050411034
97 Defeasance No N/A N/A No 051020007
98 Defeasance No N/A N/A No 051020005
102 Defeasance No N/A N/A No 050906032
104 Defeasance No N/A N/A No 050512003
106 Defeasance No N/A N/A No 050803009
109 Yield Maintenance No N/A N/A No 050630006
110 Defeasance No N/A N/A Yes (LB-E) 050812002
111 Defeasance No N/A N/A No 050718002
112 Defeasance No N/A N/A No 050823001
113 Defeasance No N/A N/A No 050706001
115 Defeasance No N/A N/A No 050516007
116 Defeasance No N/A N/A No 050817040
117 Defeasance No N/A N/A No 050719002
118 Defeasance No N/A N/A No 051020006
119 Defeasance No N/A N/A No 050201005
120 Defeasance No N/A N/A No 050506002
121 Defeasance No N/A N/A No 050204006
122 Defeasance No N/A N/A No 050606001
124 Defeasance No N/A N/A No 050629007
125 Defeasance No N/A N/A No 050929001
126 Yield Maintenance No N/A N/A No 050727006
127 Yield Maintenance No N/A N/A No 050328000
128 Defeasance No N/A N/A No 050610002
131 Defeasance No N/A N/A No 050819003
132 Defeasance No N/A N/A Yes (LB-E) 050812001
134 Defeasance No N/A N/A Yes (LB-E) 050812005
135 Defeasance No N/A N/A No 050411013
136 Defeasance No N/A N/A No 050628003
137 Defeasance No N/A N/A No 050803001
139 Defeasance No N/A N/A Yes (LB-E) 050812003
140 Defeasance No N/A N/A No 050808001
145 Defeasance No N/A N/A Yes (LB-E) 050812004
X-0
XXXXXXX X-0
OPINION OF SIDLEY AUSTIN LLP
[LETTERHEAD OF SIDLEY AUSTIN LLP]
February 1, 2006
To the Parties Listed on Annex A hereto:
Re: LB-UBS Commercial Mortgage Trust 2006-C1
Commercial Mortgage Pass-Through Certificates, Series 2006-C1
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 January 20, 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
January 20, 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 January 20, 2006 (the "LBHI Indemnification
Agreement"), between LBHI, the Depositor, Xxxxxx Brothers Inc. and UBS
Securities LLC.
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, the LBHI Indemnification
Agreement (collectively, the "Agreements"). Capitalized terms not defined herein
have the respective meanings set forth in the Mortgage Loan Purchase Agreements
and, to the extent not defined therein, in the LBHI Indemnification Agreement.
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 such opinions; we have obtained such certificates
B-1-2
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, 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 (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
B-1-3
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
B-1-4
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,
B-1-5
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 Securities LLC
0000 Xxxxxx xx xxx Xxxxxxxx
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
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 Xxxxx
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.]
February 1, 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
UBS Securities LLC
0000 Xxxxxx xx xxx Xxxxxxxx
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
Wachovia Bank, National Association
NC 1075
8739 Research Drive, URP4
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
LNR Partners, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
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
Re: LB-UBS Commercial Mortgage Trust 2006-C1
Commercial Mortgage Pass-Through Certificates, Series 2006-C1
Ladies and Gentlemen:
I am internal counsel to Xxxxxx Brothers Holdings Inc. ("Xxxxxx") 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"):
(i) the LUBS Mortgage Loan Purchase Agreement dated as of January
20, 2006 (the "LUBS Mortgage Loan Purchase Agreement"), between LUBS,
Structured Asset Securities Corporation II ("SASCO II") and Xxxxxx;
(ii) the LBHI Mortgage Loan Purchase Agreement dated as of
January 20, 2006, (the "LBHI Mortgage Loan Purchase Agreement"), between
Xxxxxx and SASCO II; and
B-2-1
(iii) the LBHI Indemnification Agreement dated as of January 20,
2006, between Xxxxxx, SASCO II, Xxxxxx Brothers Inc. ("LBI") and UBS
Securities LLC ("UBS Securities").
You have asked for my opinion regarding various legal matters
involving, among other things, Xxxxxx, XXXX 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
Xxxxxx and LUBS in the Agreements, (ii) the relevant resolutions of the
respective Boards of Directors of Xxxxxx and XXXX, (iii) certificates of
responsible officers of each of Xxxxxx 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 respective certificates of incorporation
and by-laws of Xxxxxx and XXXX, records of proceedings taken by Xxxxxx and/or
LUBS and other corporate documents and records of Xxxxxx and XXXX, 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 Xxxxxx 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 Xxxxxx and XXXX is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware.
Xxxxxx 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
Xxxxxx. The XXXX Mortgage Loan Purchase Agreement has been duly authorized,
executed and delivered by LUBS.
(3) The execution, delivery and performance of the Agreements by
Xxxxxx, (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 Xxxxxx is a party, (ii) do not contravene
Xxxxxx'x certificate of incorporation or by-laws, and (iii) to my knowledge, do
not contravene any order of any court or governmental agency that names Xxxxxx
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 Xxxxxx 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
B-2-2
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,
B-2-3
