EXECUTION COPY
LBHI MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of September 22, 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-C6, Commercial Mortgage Pass-Through Certificates, Series 2006-C6. 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 September 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"), UBS Global Asset Management (US) Inc. ("UBS-AM") and UBS
Securities LLC ("UBS Securities" and, together with Xxxxxx and UBS-AM 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, UBS-AM 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 $2,183,996,928 (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 October 4, 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 September 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 by the Trustee to
the Master Servicer, at the expense of the Seller, at least every 90 days after
the
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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.
(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
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contemplated by Section 2(e) and provide the Seller and the Controlling Class
Representative and the Special Servicer with a certificate (the "Master Servicer
Certification") within 90 days of the Closing Date acknowledging its (or the
appropriate Sub-Servicer's) receipt as of the date of the Master Servicer
Certification of such documents actually received; provided that such review
shall be limited to identifying the document received, the 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 to the
Master Servicer for deposit in the Pool Custodial Account the Initial Deposits
relating to the Mortgage Loans.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and possesses
all requisite authority, power, licenses, permits and franchises to carry
on its business as currently conducted by it and to execute, deliver and
comply with its obligations under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's organizational documents, (B)
violate any law or regulation or any administrative decree or order to
which the Seller is subject, or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Seller is a party or by which the Seller is
bound.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any organizational document or any other corporate
restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Seller's reasonable and good faith
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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
September 22, 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
A-1
LBHI
LBB
MORTGAGE LOAN NUMBER PROPERTY NAME ADDRESS
---------------------------------------------------------------------------------------------------------------------------------
2 000 Xxxx Xxxxxx 125 High Street
3 The Shops at Las Americas 0000 Xxxxxx xx xx Xxxxx
5 The Terrace Office Complex 2600-2901 Xxx Xxxxxxx Xxxxx
0 Xxxxxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxxxxx
0 Xxxx Xxxxxx Xxxxxxxx 00 Xxxxx Xxxxx Xxxxxx
0 One Penn Center 0000-00 XXX Xxxxxxxxx
00 Xxxxx Xxxx Shopping Center 0 Xxxxxxxxxxxxx Xxxxx
00 Xxxxxxxxxx X & XX 00000 & 10306 Xxxxx Place
14 LeCraw Portfolio - Three Properties Various
00 Xxxxxxxxx Xxxxxxxxxx 0000 Xxxxxx Branch View Drive
19 Pavilion Place Apartments 0000 Xxxxxxx Xxxxxx
20 Arbors at Xxxxxxx Chapel 0000 Xxxxxxx Xxxxxx Xxxx
21 55 Hawthorne Xxxxxx 00 Xxxxxxxxx Xxxxxx
24 Oakbrook Apartments 0000 Xxxxxxxxx Xxxxx
00 Xxxxx Xxxxx Xxxxxxxxxx 0000 Xxxxx Xxxx Avenue
27 Beltway Marketplace 0000-0000 X. Xxxxxxx Xxxxxx
29 Sheraton Sand Key Hotel 0000 Xxxx Xxxxxxxxx
31 Kite Naples Portfolio - Pine Ridge 0000-0000 Xxxx Xxxxx Xxxx
35 LeCraw Portfolio - Courtland Club Apartments 0000 Xxxxx Xxxxxx Xxxxx
36 Lincolnshire Springhill Suites 000 Xxxxxxxx Xxxxx
37 LeCraw Portfolio - Winterset Apartments 0000 Xxxxxxxxx Xxxxxxx
38 South Valley Plaza 0000-0000 Xxxxxxxx Xxxxxx
39 StorageMart #1905 000 Xxxxxxxx Xxx
40 StorageMart #1906 00 Xxxxxxxxx Xxxxxx
00 Xxx Xxxxxxx at Brookhollow Apartments 5651 Brook Hollow
42 Brandywood Apartments 0000 Xxxx Xxxxxx Xxxxxx Xxxx
43 Xxxxx Crossing 0000 Xxxxxxxxx Xxxx
00 Xxxxxxxxxxxx Tech Park 17353-17395 Edison Avenue
00 Xxxxxxx Xxxx Xxxxxxxx 000 X. Xxxxxxxx St.
47 River Exchange 0000 Xxxxx Xxxxxxxx Xxxxx
00 Xxxxxxx Xxxxxx Shopping Center 0000 Xxxx Xxxxx Xxxx
49 Naples Walk I, II, & III 0000 Xxxxxxxxxx Xxxxx Xxxx
50 Kite Naples Portfolio - Riverchase 00000 Xxxxxxx Xxxxx X.
51 StorageMart #2101 000 Xxxxxxxx Xxx
52 StorageMart #129 0000 Xxxxxxx Xx
54 Hartford Run Apartments 000 Xxxxxxxx Xxx
55 StorageMart #535 0000 Xxxxxxx Xx.
57 StorageMart #505 000 XX 0xx Xxx.
00 Xxxxxxxxx Xxxxxx 00000 XX Highway 19 North
64 Springfield Apartments 00000 Xxxxx Xxxxxxxxx
00 Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
66 Silverlakes Professional Campus 17720-17796 Xxxxx Xxxxxxxxx
00 Xxxxx Xxxxx 0000 & 0000 Xxxx Xxxxx
70 StorageMart #1612 0000 X 000xx Xx
73 Border's Bookstore 0000 Xxxx 00xx Xxxxxx
74 Woodlake Apartments 000 Xxxxx Xxxxxxxxx Xxxxxx
76 Villa D'Orleans Apartments 4055 S. Braeswood
77 Valencia Entertainment Center 00000 Xxxxxx Xxxxx
78 Xxxxxxxx Plaza 0000 XX Xxxxxxxx Xxxx
79 Lakewood Ranch Shopping Center 0000 Xxxxxx Xxxxxx
80 StorageMart #128 0000 XX Xxxxxxx Xxxx Xx.
81 StorageMart #538 0000 XX 0xx Xx.
82 Miramar Shopping Center 2000-2010 Xxxxxxx Xxxx
00 All Seasons Storage Center 1728 Xxxxx River Road
86 Abington Shopping Center 0000 Xxxxx Xxxxx Xxxxxx
00 Xxxxxxx Xxxx Xxxxxxx 0000-0000 Xxxx 000xx Xxxxxx
88 Candlewood Suites South 0000 Xxxxxxxx Xxxx
90 Xxxxxxxx & Xxxxx Building 0000 Xxxxx Xxxxxx Extended
92 Xxxx Hills Plaza 0000-0000 X. Xxxx Xxxxxx
93 Xxxx Xxxx Apartments 0000 Xxxx Xxxx
00 Xxxxxx Xxxx Xxxxx 0000-0000 Xxxx Road & 0000 Xxxxxx Xxxx Xxxxx
99 Country Club Safeway 0000-0000 Xxxxxxx Xxxx Xxxx.
100 Mango Plaza 11720 - 11782 X.X. Xxxx Xx. Xxxxxxxxx
000 XxxxxxxXxxx #000 0000 0xx Xx. Xxxxx Xxxxxx
103 StorageMart #105 2403 Rangeline
000 XxxxxxxXxxx #000 4000 S. Providence
106 0000 Xxxxxxx Xxxxxx 0000-0000 Xxxxxxx Xxxxxx
107 StorageMart #820 000 Xxxx Xxxxx Xxx
000 000 Xxxxxxxx 000, 000, 000 Xxxxxxxx Xxxxxx & 0000 Xxxxxxxx Xxxxxx
113 Victorville Self Storage 00000 Xxxxxx Xxxx
115 21st Century Storage 0000 X. Xxxxxxxx Xxxx
119 Cross River Mill 0000 Xxxxx Xxxxxx
000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx 00-000 Xxxx Xxxx Xxxxxx
000 Xxxxxxxxx Xxxxx 000 Xxxxx Xxxxxxxxx
000 XxxxxxxXxxx #0000 0000 Xxxx Xxxxxxxx Xxxx
128 StorageMart #805 0000 X Xxxxxxxx
000 XxxxxxxXxxx #000 0000 Xxxxxxx Xxxxxxx
131 StorageMart #1611 0000 X. 00xx Xx.
133 Yankee Candle Flagship Store 0000 Xxxxxxxx Xxxx
134 Dunmore Shopping Center 1212 X'Xxxxx Xxxxxxx
000 Xxxxxxxxxx Xxxxx 000 Xxxxxxxx Xxxxxxxxx
000 Xxxxxxxx I Office Park 0000 Xxxxx Xxx Xxx Place
139 Guardian Self Storage - Military 12720 NW Military
000 XxxxxxxXxxx #000 0000 Xxxxxxxxxxx Xx.
000 XxxxxxxXxxx #0000 000 Xxxxxxxxxx Xx.
000 Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx 000 X.X. Xxxxxx Xxxx
146 StorageMart #1613 0000 Xxxxxx Xxxx
147 StorageMart #122 00000 X. Xxxx Xxxxxx
148 Brattleboro & Bellows Falls 00 Xxx Xxxxx Xxxx & 000 Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx
149 StorageMart #1609 2816 Xxxxx
151 Holiday Inn Express Plainview 0000 Xxxx 00xx Xxxxxx
155 000 Xxxxxxxxxx Xxxxxx 000-000 Xxxxx Xxxxxxxxxx Xxxxxx
156 StorageMart #1301 0000 Xxxxxxxx Xxxxx
000 Xxxxx Xxxxx 000 Xxxxx Xxxxxxxxx Xxxx
161 StorageMart #516 1200 US #1
162 Stor-All/Xxxxxx XX 2707 Executive Park Lane
163 7-Eleven of Coconut Creek 0000 Xxxxx Xxxx
164 Hialeah Warehouse 0000-0000 Xxxx 00xx Xxxxxx
165 Bellagio Shoppes 0000 Xxxxxxx Xxxxx
166 Guardian Self Storage - Bandera 0000 Xxxxxxx Xxxx
000 Xxxxxxx & Xxxxxxxxx 000 Xxxxxxxxx Xxxxxxxxx
168 StorageMart #1603 1310 S. Enterprise
169 Westridge Retail 0000 Xxxxxxxx Xxxxxxx
000 Xxxxxxx Xxxxxx Apartments 0000 Xxxx Xxxx Xxxxxx
000 Xxxxxxx Self Storage 0000 Xxxxxx Xxxx
176 StorageMart #107 0000 Xx. Xxxx'x Xxxx.
177 Fairfax II 0000 Xxxxx Xxxxxxx
181 0000 Xxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxxxx
000 XxxxxxxXxxx #000 0000 Xxxxx Xxxx
000 XXX - Xxxxxxxxxx, XX 000 Xxxx Xxxx Xxxxxx
187 Atmos Energy 000 X. XX 000
191 Colleyville Retail 00 Xxxx Xxxxxx
000 Xxxxxxxxxx Secure Storage 0000 Xxxxxxxxxxx Xxxx
193 101 East Seneca Turnpike 000 Xxxx Xxxxxx Xxxxxxxx
194 Stor-All/Oviedo 0000 X. Xxxxx Xxxx 426
196 StorageMart #113 0000 X-00 Xx. XX
200 Stor-All/Landmark 0000 Xxxxxxxx Xxxxxx Xxxx.
000 Xxxxxxxxxx Xxxxxxx 0000-0000 Xxxxxxx Xxxxxxx South
MORTGAGE LOAN NUMBER CITY STATE ZIP CODE CUT-OFF DATE BALANCE MONTHLY P&I PAYMENT
-------------------------------------------------------------------------------------------------------------------------
2 Xxxxxx XX 00000 340,000,000.00 1,623,561.23
3 Xxx Xxxxxx XX 00000 180,000,000.00 1,060,687.51
5 Xxxxxx XX 00000 131,000,000.00 804,291.90
6 Xxxxxxxxxx XX 00000 84,913,873.89 504,574.03
8 Xxxxxx XX 00000 71,200,000.00 355,169.33
9 Xxxxxxxxxxxx XX 00000 71,000,000.00 434,392.36
12 Xxxxxxx XX 00000 49,210,000.00 311,850.19
13 Xxxxxxx XX 00000 46,400,000.00 243,062.96
14 Various GA Various 45,625,000.00 237,075.74
15 Xxxxxxxx Xxxx XX 00000 45,610,000.00 239,309.97
19 Xxxxxxx XX 00000 29,000,000.00 149,709.14
20 Xxxxxxx XX 00000 26,000,000.00 129,828.47
21 Xxx Xxxxxxxxx XX 00000 25,800,000.00 137,004.27
24 Xxxxx Xxxxx XX 00000 22,650,000.00 141,306.53
25 Xxxxx Xxxxx XX 00000 19,150,000.00 119,471.09
27 Xxxxxxxx XX 00000 18,100,000.00 110,622.09
29 Xxxxxxxxxx XX 00000 17,691,861.75 110,442.29
31 Xxxxxx XX 00000 17,500,000.00 108,822.66
35 Xxxxxxx XX 00000 14,300,000.00 74,788.67
36 Xxxxxxxxxxxx XX 00000 14,200,000.00 89,753.66
37 Xxxxxxxx XX 00000 13,850,000.00 72,435.18
00 Xxxxxx XX 00000 13,500,000.00 81,722.12
39 Xxxxxxxx XX 00000 13,350,000.00 80,788.24
40 Xxxxxxxx XX 00000 13,275,000.00 80,334.37
41 Xxxxxxxx XX 00000 12,800,000.00 73,320.80
42 Xxxxxxx XX 00000 12,650,000.00 77,149.28
43 Xxxxxx XX 00000 12,600,000.00 72,175.13
45 Xxxxxxxxxxxx XX 00000 12,000,000.00 73,574.16
46 Xxxxxxx XX 00000 11,600,000.00 70,595.38
47 Xxxxxxxx XX 00000 11,000,000.00 59,620.89
48 Xxxxxxxxxx XX 00000 10,871,734.89 66,194.31
49 Xxxxxx XX 00000 10,608,069.33 68,031.77
50 Xxxxxx XX 00000 10,500,000.00 65,293.60
51 Xxxxxxxx XX 00000 10,150,000.00 61,423.27
52 Xxxxxx Xxxx XX 00000 10,110,000.00 61,181.20
54 Xxxxxx XX 00000 9,150,000.00 47,931.60
55 Xxxxx Xxxxx XX 00000 8,840,000.00 53,495.73
57 Xxxxx XX 00000 8,550,000.00 51,740.78
60 Xxxxxxxxxx XX 00000 8,025,000.00 48,890.56
64 Xxxxxx XX 00000 7,200,000.00 41,242.93
65 Xxxxxxx XX 00000 7,183,096.86 45,651.04
66 Xxxxxxxx Xxxxx XX 00000 7,100,000.00 44,410.92
69 Xxx Xxxxx XX 00000 6,994,676.16 43,419.40
70 Xxxxxxxx Xxxx XX 00000 6,760,000.00 40,908.50
73 Xxxxxxx XX 00000 6,240,000.00 38,501.96
74 Xxxxxxxx XX 00000 6,200,000.00 40,048.37
76 Xxxxxxx XX 00000 6,150,000.00 37,228.96
77 Xxxxx Xxxxxxx XX 00000 6,000,000.00 36,709.21
78 Xxxxxxxxx XX 00000 5,985,026.46 37,060.18
79 Xxxxxxxxx XX 00000 5,860,258.27 37,534.62
80 Xxxxxx Xxxx XX 00000 5,784,000.00 35,002.18
81 Xxxxx XX 00000 5,715,000.00 34,584.63
82 Xxxxxxxx XX 00000 5,589,000.00 33,869.05
85 Xxxxxxxx XX 00000 5,500,000.00 33,685.79
00 Xxxxxx Xxxxxx XX 00000 5,495,724.65 33,828.68
87 Xxxxxxx XX 00000 5,491,657.10 34,187.04
88 Xxxxxxxx XX 00000 5,350,000.00 35,956.61
90 Xxxxxxx XX 00000 5,300,000.00 32,598.55
92 Xxxx XX 00000 5,250,000.00 32,393.47
93 Xxxxxx XX 00000 5,240,000.00 32,059.38
95 Xxxxxxxxxx XX 00000 5,200,000.00 32,186.59
99 Xxxxxxxx XX 00000 5,025,623.00 25,700.47
000 Xxxxxxx XX 00000 5,009,827.19 32,074.37
000 Xxx Xxxx XX 00000 4,960,000.00 30,015.70
000 Xxxxxxxx XX 00000 4,920,000.00 29,773.64
104 Xxxxxxxx XX 00000 4,840,000.00 29,289.52
000 Xxxxxx XX 00000 4,744,536.88 32,131.73
000 Xxxxxxx XX 00000 4,706,000.00 28,478.61
109 Xxxxxxx XX 00000 4,489,012.30 28,059.43
113 Xxxxxxxxxxx XX 00000 4,200,000.00 24,804.34
115 Xxxxxxxxxx XX 00000 4,100,000.00 25,592.08
000 Xxxxxxxx XX 00000 3,947,118.18 24,888.81
120 Xxxxxxx XX 00000 3,940,568.81 23,184.47
123 Xxxxxxx XX 00000 3,894,000.00 23,597.44
124 Xxxxxxx XX 00000 3,890,000.00 23,540.54
000 Xxxxxxxxx Xxxx XX 00000 3,760,000.00 22,753.84
130 Xxxxxx XX 00000 3,680,000.00 22,269.72
131 Xxxxxxx XX 00000 3,608,000.00 21,834.00
133 Xxxxxxxxxxxx XX 00000 3,597,418.26 21,537.24
134 Xxxxxxx XX 00000 3,597,201.59 22,142.41
137 Xxxxxxxxxx XX 00000 3,550,000.00 18,986.34
000 Xxxxx Xxxxx XX 00000 3,400,000.00 20,823.95
000 Xxx Xxxxxxx XX 00000 3,400,000.00 20,735.78
000 Xxxxxxxx XX 00000 3,175,000.00 19,213.68
144 Xxxxxxxxx XX 00000 3,140,000.00 19,001.88
000 Xxx'x Xxxxxx XX 00000 3,125,000.00 19,220.84
146 Xxxxxx XX 00000 3,100,000.00 18,759.82
147 Xxxxxx Xxxx XX 00000 3,056,000.00 18,493.55
000 Xxxxxxxxxxx & Xxxxxxxxxxx XX 00000/00000 3,025,000.00 18,822.63
149 Xxxxxx Xxxx XX 00000 2,975,000.00 18,003.37
151 Xxxxxxxxx XX 00000 2,896,719.07 19,762.60
155 Xxxx Xxxx XX 00000 2,700,000.00 16,083.86
156 Xxxxxxxxx XX 00000 2,680,000.00 16,218.16
160 Xxxxxxx XX 00000 2,596,332.68 16,605.13
000 Xxx Xxxxxx Xxx XX 00000 2,540,000.00 15,370.95
000 Xxxxxx XX 00000 2,524,948.80 14,566.02
163 Xxxxxxx Xxxxx XX 00000 2,500,000.00 15,360.43
000 Xxxxxxx XX 00000 2,371,397.37 14,762.59
165 Xxxxxx XX 00000 2,350,000.00 14,484.64
000 Xxx Xxxxxxx XX 00000 2,310,000.00 14,148.03
167 Xxxxxx Xxxx XX 00000 2,300,000.00 13,671.59
168 Xxxxxx XX 00000 2,280,000.00 13,797.54
000 XxXxxxxx XX 00000 2,250,000.00 13,926.89
170 Xxxxx Xxxxx XX 00000 2,200,000.00 13,725.14
175 Xxxxxxxx XX 00000 2,093,169.64 13,012.12
176 Xxxxxxxxx Xxxx XX 00000 2,080,000.00 12,587.23
000 Xxxx Xxxxx XX 00000 2,076,448.18 13,065.78
181 Xxxxxxxxxx XX 00000 1,860,000.00 11,271.50
184 Xxxxxxxx XX 00000 1,776,000.00 10,747.56
185 Xxxxxxxxxx XX 00000 1,723,639.60 11,783.91
187 Xxxx XX 00000 1,622,568.79 10,153.83
191 Xxxxxxxxxxx XX 00000 1,450,000.00 9,031.89
192 Xxxxxxxxxx XX 00000 1,400,000.00 8,711.30
193 Xxxxxxxx XX 00000 1,398,416.10 9,540.57
194 Xxxxxx XX 00000 1,339,969.24 7,807.75
000 Xxxxxxxx XX 00000 1,300,000.00 7,867.02
200 Xxxxxxxxxx XX 00000 1,123,033.26 6,478.60
202 Xxxxxxx XX 00000 1,030,000.00 6,315.12
MORTGAGE LOAN NUMBER MORTGAGE RATE REMAINING TERM TO MATURITY MATURITY DATE REMAINING AMORTIZATION TERM
-------------------------------------------------------------------------------------------------------------------------
2 5.6517 119 8/11/2016 0
3 5.8395 117 6/11/2016 360
5 6.2230 118 7/11/2016 360
6 5.9075 119 8/1/2016 359
8 5.9040 119 8/11/2016 0
9 6.1900 120 9/11/2016 360
12 6.5250 180 9/11/2021 360
13 6.2000 117 6/11/2016 0
14 6.1500 56 5/11/2011 0
15 6.2100 58 7/11/2011 0
19 6.1100 82 7/11/2013 0
20 5.9100 56 5/11/2011 0
21 6.2850 82 7/11/2013 0
24 6.3750 118 7/11/2016 360
25 6.3750 118 7/11/2016 360
27 6.1800 120 9/11/2016 360
29 5.6925 58 7/11/2011 298
31 6.3440 121 10/11/2016 360
35 6.1900 56 5/11/2011 0
36 6.5000 83 8/11/2013 360
37 6.1900 56 5/11/2011 0
38 6.0900 119 8/11/2016 360
39 6.0870 57 6/11/2011 360
40 6.0870 57 6/11/2011 360
41 5.5800 118 7/11/2016 360
42 6.1600 118 7/11/2016 360
43 5.5800 118 7/11/2016 360
45 6.2100 119 8/11/2016 360
46 6.1400 119 8/11/2016 360
47 6.4150 59 8/11/2011 0
48 6.1200 117 6/11/2016 357
49 5.9915 119 8/11/2016 299
50 6.3440 121 10/11/2016 360
51 6.0870 57 6/11/2011 360
52 6.0870 57 6/11/2011 360
54 6.2000 60 9/11/2011 0
55 6.0870 57 6/11/2011 360
57 6.0870 57 6/11/2011 360
60 6.1500 118 7/11/2016 360
64 5.5800 118 7/11/2016 360
65 6.5300 177 6/11/2021 357
66 6.4000 120 9/11/2016 360
69 6.3200 119 8/11/2016 359
70 6.0870 57 6/11/2011 360
73 6.2700 119 8/11/2016 360
74 6.7100 47 8/11/2010 360
76 6.0900 120 9/11/2016 360
77 6.1900 118 7/11/2016 360
78 6.2800 117 6/11/2016 357
79 5.9815 119 8/11/2016 299
80 6.0870 57 6/11/2011 360
81 6.0870 57 6/11/2011 360
82 6.1000 119 8/11/2016 360
85 6.2000 119 8/11/2016 360
86 6.2400 119 8/11/2016 359
87 6.3400 118 7/11/2016 358
88 6.4500 120 9/11/2016 300
90 6.2400 118 7/11/2016 360
92 6.2700 118 7/11/2016 360
93 6.1900 118 7/11/2016 360
95 6.3000 118 7/11/2016 360
99 6.0526 119 8/11/2016 0
100 6.5640 118 7/11/2016 358
102 6.0870 57 6/11/2011 360
103 6.0870 57 6/11/2011 360
104 6.0870 57 6/11/2011 360
106 6.5200 119 8/11/2016 299
107 6.0870 57 6/11/2011 360
109 6.3700 117 6/11/2016 357
113 5.8600 113 2/11/2016 360
115 6.3800 118 7/11/2016 360
119 6.4700 119 8/11/2016 359
120 5.7850 116 5/11/2016 356
123 6.1000 119 8/11/2016 360
124 6.0870 57 6/11/2011 360
128 6.0870 57 6/11/2011 360
130 6.0870 57 6/11/2011 360
131 6.0870 57 6/11/2011 360
133 6.0041 118 7/11/2016 358
134 6.2400 119 8/11/2016 359
137 6.3300 119 8/11/2016 0
140 6.2000 120 9/11/2016 360
139 6.1600 120 9/11/2016 360
142 6.0870 57 6/11/2011 360
144 6.0870 57 6/11/2011 360
145 6.2400 120 9/11/2016 360
146 6.0870 57 6/11/2011 360
147 6.0870 57 6/11/2011 360
148 6.3500 119 8/11/2016 360
149 6.0870 57 6/11/2011 360
151 6.6000 119 8/11/2016 299
155 5.9400 120 9/11/2016 360
156 6.0870 57 6/11/2011 360
160 6.6000 118 7/11/2016 358
161 6.0870 57 6/11/2011 360
162 5.5965 116 5/11/2016 356
163 6.2300 120 9/11/2016 360
164 6.3400 118 7/11/2016 358
165 6.2600 119 8/11/2016 360
166 6.2000 120 9/11/2016 360
167 5.9200 117 6/11/2016 360
168 6.0870 57 6/11/2011 360
169 6.3000 119 8/11/2016 360
170 6.3750 118 7/11/2016 360
175 6.3100 116 5/11/2016 356
176 6.0870 57 6/11/2011 360
177 6.3390 118 7/11/2016 358
181 6.1000 117 6/11/2016 360
184 6.0870 57 6/11/2011 360
185 6.5090 118 7/11/2016 298
187 6.3900 118 7/11/2016 358
191 6.3600 119 8/11/2016 360
192 6.3500 119 8/11/2016 360
193 6.6000 119 8/11/2016 299
194 5.6665 116 5/11/2016 356
196 6.0870 57 6/11/2011 360
200 5.5965 116 5/11/2016 356
202 6.2100 118 7/11/2016 360
MORTGAGE LOAN NUMBER INTEREST ACCRUAL BASIS ADMINISTRATIVE COST RATE PRIMARY SERVICING FEE
-----------------------------------------------------------------------------------------------------------------
2 Act/360 0.0207 0.02
3 Act/360 0.0207 0.02
5 Act/360 0.0207 0.02
6 30/360 0.0207 0.02
8 Act/360 0.0207 0.02
9 Act/360 0.0207 0.02
12 Act/360 0.0207 0.02
13 Act/360 0.0207 0.02
14 Act/360 0.0207 0.02
15 Act/360 0.0207 0.02
19 Act/360 0.0207 0.02
20 Act/360 0.0207 0.02
21 Act/360 0.0207 0.02
24 Act/360 0.0207 0.02
25 Act/360 0.0207 0.02
27 Act/360 0.0207 0.02
29 30/360 0.0507 0.05
31 Act/360 0.0207 0.02
35 Act/360 0.0207 0.02
36 Act/360 0.0207 0.02
37 Act/360 0.0207 0.02
38 Act/360 0.0207 0.02
39 Act/360 0.0207 0.02
40 Act/360 0.0207 0.02
41 Act/360 0.0207 0.02
42 Act/360 0.0207 0.02
43 Act/360 0.0207 0.02
45 Act/360 0.0207 0.02
46 Act/360 0.0207 0.02
47 Act/360 0.0207 0.02
48 Act/360 0.0207 0.02
49 30/360 0.0507 0.05
50 Act/360 0.0207 0.02
51 Act/360 0.0207 0.02
52 Act/360 0.0207 0.02
54 Act/360 0.0207 0.02
55 Act/360 0.0207 0.02
57 Act/360 0.0207 0.02
60 Act/360 0.0207 0.02
64 Act/360 0.0207 0.02
65 Act/360 0.0207 0.02
66 Act/360 0.0207 0.02
69 Act/360 0.0207 0.02
70 Act/360 0.0207 0.02
73 Act/360 0.0207 0.02
74 Act/360 0.0207 0.02
76 Act/360 0.0207 0.02
77 Act/360 0.0707 0.07
78 Act/360 0.0207 0.02
79 30/360 0.0507 0.05
80 Act/360 0.0207 0.02
81 Act/360 0.0207 0.02
82 Act/360 0.0207 0.02
85 Act/360 0.0207 0.02
86 Act/360 0.0207 0.02
87 Act/360 0.0207 0.02
88 Act/360 0.0207 0.02
90 Act/360 0.0807 0.08
92 Act/360 0.0807 0.08
93 Act/360 0.0207 0.02
95 Act/360 0.0707 0.07
99 30/360 0.1007 0.1
100 Act/360 0.0207 0.02
102 Act/360 0.0207 0.02
103 Act/360 0.0207 0.02
104 Act/360 0.0207 0.02
106 Act/360 0.0207 0.02
107 Act/360 0.0207 0.02
109 Act/360 0.0207 0.02
113 Act/360 0.0207 0.02
115 Act/360 0.0207 0.02
119 Act/360 0.0207 0.02
120 30/360 0.0507 0.05
123 Act/360 0.0207 0.02
124 Act/360 0.0207 0.02
128 Act/360 0.0207 0.02
130 Act/360 0.0207 0.02
131 Act/360 0.0207 0.02
133 30/360 0.0507 0.05
134 Act/360 0.0207 0.02
137 Act/360 0.0207 0.02
140 Act/360 0.0807 0.08
139 Act/360 0.0207 0.02
142 Act/360 0.0207 0.02
144 Act/360 0.0207 0.02
145 Act/360 0.1107 0.11
146 Act/360 0.0207 0.02
147 Act/360 0.0207 0.02
148 Act/360 0.0207 0.02
149 Act/360 0.0207 0.02
151 Act/360 0.0207 0.02
155 Act/360 0.0207 0.02
156 Act/360 0.0207 0.02
160 Act/360 0.0207 0.02
161 Act/360 0.0207 0.02
162 30/360 0.0507 0.05
163 Act/360 0.0207 0.02
164 Act/360 0.0207 0.02
165 Act/360 0.0807 0.08
166 Act/360 0.0207 0.02
167 Act/360 0.0207 0.02
168 Act/360 0.0207 0.02
169 Act/360 0.0207 0.02
170 Act/360 0.0207 0.02
175 Act/360 0.0807 0.08
176 Act/360 0.0207 0.02
177 Act/360 0.0207 0.02
181 Act/360 0.0207 0.02
184 Act/360 0.0207 0.02
185 Act/360 0.0207 0.02
187 Act/360 0.0207 0.02
191 Act/360 0.0207 0.02
192 Act/360 0.0207 0.02
193 Act/360 0.0207 0.02
194 30/360 0.0507 0.05
196 Act/360 0.0207 0.02
200 30/360 0.0507 0.05
202 Act/360 0.0207 0.02
MORTGAGE LOAN NUMBER GROUND LEASE? MORTGAGE LOAN SELLER DEFEASANCE
----------------------------------------------------------------------------------------------------------------
2 Fee Simple LB Defeasance
3 Fee Simple LB Yield Maintenance/Defeasance
5 Fee Simple LB Defeasance
6 Fee Simple LB Defeasance
8 Fee Simple LB Defeasance
9 Fee Simple LB Defeasance
12 Fee Simple LB Defeasance
13 Fee Simple LB Defeasance
14 Fee Simple LB Yield Maintenance
15 Fee Simple LB Yield Maintenance
19 Fee Simple LB Defeasance
20 Fee Simple LB Yield Maintenance
21 Fee Simple LB Defeasance
24 Fee Simple LB Defeasance
25 Fee Simple LB Defeasance
27 Fee Simple LB Defeasance
29 Fee Simple LB Yield Maintenance
31 Fee Simple LB Defeasance
35 Fee Simple LB Yield Maintenance
36 Fee Simple LB Defeasance
37 Fee Simple LB Yield Maintenance
38 Fee Simple LB Defeasance
39 Fee Simple LB Yield Maintenance/Defeasance
40 Fee Simple LB Defeasance
41 Fee Simple LB Defeasance
42 Fee Simple LB Defeasance
43 Fee Simple LB Defeasance
45 Fee Simple LB Defeasance
46 Fee Simple LB Defeasance
47 Fee Simple LB Defeasance
48 Fee Simple LB Defeasance
49 Fee Simple LB Yield Maintenance
50 Fee Simple LB Defeasance
51 Fee Simple LB Defeasance
52 Fee Simple LB Defeasance
54 Fee Simple LB Defeasance
55 Fee Simple LB Defeasance
57 Fee Simple LB Defeasance
60 Fee Simple LB Defeasance
64 Fee Simple LB Defeasance
65 Fee Simple LB Defeasance
66 Fee Simple LB Defeasance
69 Fee Simple LB Yield Maintenance
70 Fee Simple LB Defeasance
73 Fee Simple LB Yield Maintenance
74 Fee Simple LB Defeasance
76 Fee Simple LB Defeasance
77 Fee Simple LB Defeasance
78 Fee Simple LB Defeasance
79 Fee Simple LB Yield Maintenance
80 Fee Simple LB Defeasance
81 Fee Simple LB Defeasance
82 Fee Simple LB Defeasance
85 Fee Simple LB Defeasance
86 Leasehold LB Defeasance
87 Fee Simple LB Defeasance
88 Fee Simple LB Defeasance
90 Fee Simple/Leasehold LB Defeasance
92 Fee Simple LB Defeasance
93 Fee Simple LB Defeasance
95 Fee Simple LB Defeasance
99 Fee Simple LB Yield Maintenance
100 Fee Simple LB Defeasance
102 Fee Simple LB Defeasance
103 Fee Simple LB Defeasance
104 Fee Simple LB Defeasance
106 Fee Simple LB Defeasance
107 Fee Simple LB Defeasance
109 Fee Simple LB Defeasance
113 Fee Simple LB Defeasance
115 Fee Simple LB Defeasance
119 Fee Simple LB Defeasance
120 Fee Simple LB Yield Maintenance
123 Fee Simple LB Defeasance
124 Fee Simple LB Defeasance
128 Fee Simple LB Defeasance
130 Fee Simple LB Defeasance
131 Fee Simple LB Defeasance
133 Fee Simple LB Yield Maintenance
134 Leasehold LB Defeasance
137 Fee Simple LB Defeasance
140 Fee Simple LB Defeasance
139 Fee Simple LB Defeasance
142 Fee Simple LB Defeasance
144 Fee Simple LB Defeasance
145 Fee Simple LB Defeasance
146 Fee Simple LB Defeasance
147 Fee Simple LB Defeasance
148 Fee Simple LB Defeasance
149 Fee Simple LB Defeasance
151 Fee Simple LB Defeasance
155 Fee Simple LB Defeasance
156 Fee Simple LB Defeasance
160 Fee Simple LB Defeasance
161 Fee Simple LB Defeasance
162 Fee Simple LB Defeasance
163 Fee Simple LB Defeasance
164 Fee Simple LB Defeasance
165 Fee Simple LB Defeasance
166 Fee Simple LB Defeasance
167 Fee Simple LB Defeasance
168 Fee Simple LB Defeasance
169 Fee Simple LB Yield Maintenance
170 Fee Simple LB Defeasance
175 Fee Simple LB Defeasance
176 Fee Simple LB Defeasance
177 Fee Simple LB Yield Maintenance
181 Fee Simple LB Defeasance
184 Fee Simple LB Defeasance
185 Fee Simple LB Defeasance
187 Fee Simple LB Defeasance
191 Fee Simple LB Defeasance
192 Fee Simple LB Defeasance
193 Fee Simple LB Defeasance
194 Fee Simple LB Defeasance
196 Fee Simple LB Defeasance
200 Fee Simple LB Defeasance
202 Fee Simple LB Defeasance
MORTGAGE LOAN NUMBER ARD MORTGAGE LOAN ANTICIPATED REPAYMENT DATE ARD SPREAD
--------------------------------------------------------------------------------------------------
2 No X/X X/X
0 Xx X/X X/X
0 Xx X/X X/X
0 No N/A N/A
8 No N/A N/A
9 No N/A N/A
12 No N/A N/A
13 No N/A N/A
14 No N/A N/A
15 No N/A N/A
19 No N/A N/A
20 No N/A N/A
21 No N/A N/A
24 No N/A N/A
25 No N/A N/A
27 No N/A N/A
29 No N/A N/A
31 No N/A N/A
35 No N/A N/A
36 No N/A N/A
37 No N/A N/A
38 No N/A N/A
39 No N/A N/A
40 No N/A N/A
41 No N/A N/A
42 No N/A N/A
43 No N/A N/A
45 No N/A N/A
46 No N/A N/A
47 No N/A N/A
48 No N/A N/A
49 No N/A N/A
50 No N/A N/A
51 No N/A N/A
52 No N/A N/A
54 No N/A N/A
55 No N/A N/A
57 No N/A N/A
60 No N/A N/A
64 No N/A N/A
65 No N/A N/A
66 No N/A N/A
69 No N/A N/A
70 No N/A N/A
73 No N/A N/A
74 No N/A N/A
76 No N/A N/A
77 No N/A N/A
78 No N/A N/A
79 No N/A N/A
80 No N/A N/A
81 No N/A N/A
82 No N/A N/A
85 No N/A N/A
86 No N/A N/A
87 No N/A N/A
88 No N/A N/A
90 No N/A N/A
92 No N/A N/A
93 No N/A N/A
95 No N/A N/A
99 No N/A N/A
100 No N/A N/A
102 No N/A N/A
103 No N/A N/A
104 No N/A N/A
106 No N/A N/A
107 No N/A N/A
109 No N/A N/A
113 No N/A N/A
115 No N/A N/A
119 No N/A N/A
120 No N/A N/A
123 No N/A N/A
124 No N/A N/A
128 No N/A N/A
130 No N/A N/A
131 No N/A N/A
133 No N/A N/A
134 No N/A N/A
137 No N/A N/A
140 No N/A N/A
139 No N/A N/A
142 No N/A N/A
144 No N/A N/A
145 No N/A N/A
146 No N/A N/A
147 No N/A N/A
148 No N/A N/A
149 No N/A N/A
151 No N/A N/A
155 No N/A N/A
156 No N/A N/A
160 No N/A N/A
161 No N/A N/A
162 No N/A N/A
163 No N/A N/A
164 No N/A N/A
165 No N/A N/A
166 No N/A N/A
167 No N/A N/A
168 No N/A N/A
169 No N/A N/A
170 No N/A N/A
175 No N/A N/A
176 No N/A N/A
177 No N/A N/A
181 No N/A N/A
184 No N/A N/A
185 No N/A N/A
187 No N/A N/A
191 No N/A N/A
192 No N/A N/A
193 No N/A N/A
194 No N/A N/A
196 No N/A N/A
200 No N/A N/A
202 No N/A N/A
MORTGAGE LOAN NUMBER CROSS COLLATERALIZED MORTGAGE LOAN SELLER LOAN ID
-----------------------------------------------------------------------------------------
2 No 060322001
3 No 060215007
5 No 060510003
6 No 060118005
8 No 060512004
9 No 060502005
12 No 060125002
13 No 060403001
14 Yes (LB-B) 060424004
15 No 060407005
19 No 060602001
20 No 060321006
21 No 060419001
24 No 060520004
25 Yes (LB-C) 060520006
27 No 060407003
29 No 060319066
31 No 060711002
35 Yes (LB-B) 060424005
36 No 060510001
37 Yes (LB-B) 060424008
38 No 060322002
39 Yes (LB-A) 060515003
40 Yes (LB-A) 060515004
41 No 060511002
42 No 060504019
43 No 050519002
45 No 060126004
46 No 060418005
47 No 060507001
48 No 060203002
49 No 060309006
50 No 060711003
51 Yes (LB-A) 060516007
52 Yes (LB-A) 060515008
54 No 060628009
55 Yes (LB-A) 060518012
57 Yes (LB-A) 060517003
60 No 060424003
64 No 050519008
65 No 050913003
66 No 060201007
69 No 060223003
70 Yes (LB-A) 060517008
73 No 060426001
74 No 060525002
76 No 060522003
77 No 060425004
78 No 060412005
79 No 060428002
80 Yes (LB-A) 060517005
81 Yes (LB-A) 060518013
82 No 060608002
85 No 060222002
86 Yes (LB-E) 050922001
87 No 060308004
88 No 060418002
90 No 060425007
92 No 060510002
93 No 060525003
95 No 060425005
99 No 060508003
100 No 060308001
102 Yes (LB-A) 060518010
103 Yes (LB-A) 060517010
104 Yes (LB-A) 060517007
106 No 051213003
107 Yes (LB-A) 060516011
109 No 060125009
113 No 050803004
115 No 060223010
119 No 060502001
120 No 060313004
123 No 060608003
124 Yes (LB-A) 060516012
128 Yes (LB-A) 060516010
130 Yes (LB-A) 060518014
131 Yes (LB-A) 060517002
133 No 060512003
134 Yes (LB-E) 050802002
137 No 060313005
140 No 060504006
139 No 060522002
142 Yes (LB-A) 060516008
144 Yes (LB-A) 060517001
145 No 060227003
146 Yes (LB-A) 060517012
147 Yes (LB-A) 060516001
148 Yes (LB-F) 060707002
149 Yes (LB-A) 060517006
151 No 051209003
155 No 051118005
156 Yes (LB-A) 060516013
160 No 060308003
161 Yes (LB-A) 060518011
162 No 060317006
163 No 060503010
164 No 051020001
165 No 060303005
166 No 060522001
167 No 060314007
168 Yes (LB-A) 060516009
169 No 060428001
170 Yes (LB-C) 060520005
175 No 060130001
176 Yes (LB-A) 060517011
177 No 060214003
181 No 060331005
184 Yes (LB-A) 060517004
185 No 060227008
187 No 060201001
191 No 060315004
192 Yes (LB-F) 060517016
193 No 060302003
194 No 060317005
196 Yes (LB-A) 060517009
200 No 060317004
202 No 060209012
EXHIBIT B-1
OPINION OF SIDLEY AUSTIN LLP
[LETTERHEAD OF SIDLEY AUSTIN LLP]
October 4, 2006
To the Parties Listed on Annex A hereto:
Re: LB-UBS Commercial Mortgage Trust 2006-C6 Commercial Mortgage
Pass-Through Certificates, Series 2006-C6
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 September 22, 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
September 22, 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 (A) the LBHI Indemnification
Agreement, dated as of September 22, 2006 (the "LBHI Indemnification
Agreement"), between LBHI, the Depositor, Xxxxxx Brothers Inc. ("LBI"), UBS
Global Asset Management (US) Inc. ("UBS-AM") and UBS Securities LLC ("UBS
Securities") and (B) the LBHI Supplementary Indemnification Agreement,
dated as of September 22, 2006 (the "LBHI Supplementary Indemnification
Agreement" and, together with the LBHI Indemnification Agreement, the "LBHI
Indemnification Agreements), between LBHI, the Depositor, LBI, UBS-AM and
UBS Securities.
(iv) In the course of our acting as special counsel to LBHI and LUBS
as described above, we prepared or reviewed the LUBS Mortgage Loan Purchase
Agreement, the LBHI Mortgage Loan Purchase Agreement and the LBHI
Indemnification Agreements (collectively, the "Agreements"). Capitalized
terms not
defined herein have the respective meanings set forth in the LBHI Mortgage
Loan Purchase Agreement and, to the extent not defined therein, in the LBHI
Indemnification Agreements.
For purposes of rendering the opinions set forth below, we have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents and records as we have deemed relevant or
necessary as the basis for such opinions; we have obtained such certificates
from and made such inquiries of officers and representatives of the parties to
the Agreements and public officials as we have deemed relevant or necessary as
the basis for such opinions; and we have relied upon, and assumed the accuracy
of, such other documents and records, such certificates and the statements made
in response to such inquiries, with respect to the factual matters upon which
such opinions are based. We have also assumed (i) the truthfulness and accuracy
of each of the representations and warranties as to factual matters contained in
the Agreements, (ii) the legal capacity of natural persons, (iii) the
genuineness of all signatures, (iv) the authenticity of all documents submitted
to us as originals, (v) the conformity to authentic originals of all documents
submitted to us as certified, conformed or photostatic copies, (vi) the due
organization of each of the parties to the Agreements and the valid existence of
each such party in good standing under the laws of its jurisdiction of
organization, (vii) except as expressly addressed in opinion paragraphs 1 and 2
below, the power and authority of all parties to the Agreements to enter into,
perform under and consummate the transactions contemplated by the Agreements,
without any resulting conflict with or violation of the organizational documents
of any such party or with or of any law, rule, regulation, order, writ or decree
applicable to any such party or its assets, and without any resulting default
under or breach of any other agreement or instrument by which any such party is
bound or which is applicable to it or its assets, (viii) the due authorization
by all necessary action, and the due execution and delivery, of each of the
Agreements by all parties thereto, (ix) except as expressly addressed in opinion
paragraph 3 below, that each of the Agreements is the legal, valid and binding
obligation of each party thereto, enforceable against such party in accordance
with its terms, (x) the compliance with the Agreements by all parties thereto,
and (xi) the absence of any other agreement that supplements or otherwise
modifies the express terms of the Agreements.
Our opinions set forth below with respect to the enforceability of any
agreement or any particular right or obligation under any agreement are subject
to: (1) general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing and the doctrine of estoppel; (2)
the possible unavailability of specific performance and injunctive relief,
regardless of whether considered in a proceeding in equity or at law; (3) the
effect of certain laws, rules, regulations and judicial and other decisions upon
the enforceability of (a) any provision that purports to waive (i) the
application of any federal, state or local statute, rule or regulation, (ii) the
application of any general principles of equity or (iii) the obligation of
diligence, (b) any provision that purports to grant any remedies that would not
otherwise be available at law, to restrict access to any particular legal or
equitable remedies, to make any rights or remedies cumulative and enforceable in
addition to any other right or remedy, to provide that the election of any
particular remedy does not preclude recourse to one or more other remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of such rights or remedies, to impose
penalties or forfeitures, or to provide for set-off in the absence of mutuality
between the parties, (c) any provision that purports to release, exculpate or
exempt a party from, or indemnify a party for, liability for any act or omission
on its part that constitutes negligence, recklessness or willful or unlawful
conduct, (d) any provision that purports to govern matters of civil procedure,
including any such
provision that purports to establish evidentiary standards, to waive objections
to venue or forum, to confer subject matter jurisdiction on any court that would
not otherwise have such jurisdiction or to waive any right to a jury trial, or
(e) any provision that purports to render unenforceable any modification, waiver
or amendment that is not in writing and executed by all relevant parties, to
sever any provision of any agreement, to appoint any person or entity as the
attorney-in-fact of any other person or entity or to provide that any agreement
or any particular provision thereof is to be governed by or construed in
accordance with the laws of any jurisdiction other than the State of New York;
(4) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties generally; and (5)
public policy considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of any provision of
any agreement that purports or is construed to provide indemnification with
respect to securities law violations.
When used in this opinion, the term "knowledge" or words of similar
import mean the actual knowledge of facts or other information of the Sidley
Austin LLP attorneys currently practicing law with this firm who have been
actively involved in the above-described representation of LBHI and LUBS. In
that regard we have conducted no special or independent investigation of factual
matters in connection with this opinion letter.
In rendering the opinions set forth below, we do not express any
opinion concerning the laws of any jurisdiction other than the General
Corporation Law of the State of Delaware (solely with respect to opinion
paragraph 2 below), the laws of the State of New York and, where expressly
referred to below, the federal laws of the United States of America (in each
case, without regard to conflicts of law principles). In addition, we do not
express any opinion with respect to the tax, securities or "doing business" laws
of any particular State, including the State of New York, or with respect to any
matter not expressly addressed below.
Based upon and subject to the foregoing, we are of the opinion that:
1. The execution, delivery and performance by LBHI of the Agreements
do not conflict with, or result in a violation of, any federal or State of
New York statute, or any rule or regulation promulgated thereunder or
pursuant thereto, which statute, rule or regulation is applicable to LBHI
(except for any such conflict or violation as would not have a material
adverse effect on the performance by LBHI of its obligations under the
Agreements). The execution, delivery and performance by LUBS of the LUBS
Mortgage Loan Purchase Agreement do not conflict with, or result in a
violation of, any federal or State of New York statute, or any rule or
regulation promulgated thereunder or pursuant thereto, which statute, rule
or regulation is applicable to LUBS (except for any such conflict or
violation as would not have a material adverse effect on the performance by
LUBS of its obligations under the LUBS Mortgage Loan Purchase Agreement).
2. The terms of the Agreements (insofar as they apply to LBHI) do not
conflict with, or result in the violation of, any provision of the General
Corporation Law of the State of Delaware that is applicable to LBHI (except
for any such conflict or violation as would not have a material adverse
effect on the performance by LBHI of its obligations under the Agreements).
The terms of the LUBS Mortgage Loan Purchase Agreement (insofar as they
apply to LUBS) do not conflict with, or result in the violation of, any
provision of the General Corporation Law of the State of Delaware that is
applicable to LUBS (except for any such conflict or violation as would not
have a material adverse effect on the performance by LUBS of its
obligations under the LUBS Mortgage Loan Purchase Agreement).
3. The LBHI Mortgage Loan Purchase Agreement is a valid, legal and
binding agreement of LBHI, enforceable against LBHI in accordance with its
terms. The LUBS Mortgage Loan Purchase Agreement is a valid, legal and
binding agreement of each of LUBS and LBHI, enforceable against each of
LUBS and LBHI in accordance with its terms.
4. No consent, approval, authorization or order of any federal or
State of New York court, agency or other governmental body is required for
the consummation by LBHI of the transactions contemplated by the terms of
the Agreements, except such as have been obtained. No consent, approval,
authorization or order of any federal or State of New York court, agency or
other governmental body is required for the consummation by LUBS of the
transactions contemplated by the terms of the LUBS Mortgage Loan Purchase
Agreement, except such as have been obtained.
The opinions expressed herein are being delivered to you as of the
date hereof, and we assume no obligation to advise you of any changes of law or
fact that may occur after the date hereof, notwithstanding that such changes may
affect the legal analysis or conclusions contained herein. This opinion letter
is solely for your benefit in connection with the Transactions and may not be
relied on in any manner for any other purpose or by any other person or
transmitted to any other person without our prior consent.
Very truly yours,
ANNEX A
Structured Asset Securities Corporation II LNR Partners, Inc.
000 Xxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Xxxxx, Xxxxxxx 00000
Xxxxxx Brothers Inc. Standard & Poor's Ratings Services,
000 Xxxxxxx Xxxxxx a division of The XxXxxx-Xxxx
Xxx Xxxx, Xxx Xxxx 00000 Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
UBS Global Asset Management (US) Inc. Xxxxx'x Investors Service, Inc.
1285 Avenue of the Americas 00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
UBS Securities LLC Wachovia Bank, National Association
1285 Avenue of the Americas NC 1075
Xxx Xxxx, Xxx Xxxx 00000 0000 Xxxxxxxx Xxxxx, XXX0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Xxxxxx Brothers Holdings Inc. LaSalle Bank National Association
000 Xxxxxxx Xxxxxx 000 Xxxxx XxXxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 Suite 1625 Xxxxxxx, Xxxxxxxx 00000
LUBS Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
B-1-6
EXHIBIT B-2
OPINION OF IN-HOUSE COUNSEL TO THE SELLER
[LETTERHEAD OF XXXXXX BROTHERS INC.]
October 4, 2006
Structured Asset Securities Corporation II Wachovia Bank, National Association
000 Xxxxxxx Xxxxxx XX 0000
Xxx Xxxx, Xxx Xxxx 00000 0000 Xxxxxxxx Xxxxx, XXX0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Xxxxxx Brothers Inc. LaSalle Bank National Association
000 Xxxxxxx Xxxxxx 000 Xxxxx XxXxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 Suite 1625 Xxxxxxx, Xxxxxxxx 00000
Xxxxxx Brothers Holdings Inc. LNR Partners, Inc.
000 Xxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Xxxxx, Xxxxxxx 00000
LUBS Inc. Xxxxx'x Investors Service, Inc.
000 Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10019 Xxx Xxxx, Xxx Xxxx 00000
UBS Global Asset Management (US) Inc. Standard & Poor's Ratings Services,
1285 Avenue of the Americas a division of The XxXxxx-Xxxx
Xxx Xxxx, Xxx Xxxx 00000 Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
UBS Securities LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: LB-UBS Commercial Mortgage Trust 2006-C6
Commercial Mortgage Pass-Through Certificates, Series 2006-C6
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"):
B-2-1
(i) the LUBS Mortgage Loan Purchase Agreement dated as of
September 22, 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
September 22, 2006, (the "LBHI Mortgage Loan Purchase Agreement"), between
LBHI and Structured Asset Securities Corporation II ("SASCO II");
(iii) the LBHI Indemnification Agreement dated as of September
22, 2006, the ("LBHI Indemnification Agreement") between LBHI, SASCO II,
Xxxxxx Brothers Inc. ("LBI"), UBS Global Asset Management (US) Inc.
("UBS-AM") and UBS Securities LLC ("UBS Securities"); and
(iv) the LBHI Supplementary Indemnification Agreement dated as of
September 22 2006, the ("LBHI Supplementary Indemnification Agreement")
between LBHI, SASCO II, LBI, UBS-AM and UBS Securities.
You have asked for my opinion regarding various legal matters
involving, among other things, LBHI, LUBS and the Agreements.
As to matters of fact material to this opinion, I have relied, without
independent investigation on (i) the representations and warranties of LBHI and
LUBS in the Agreements, (ii) the relevant resolutions of the Board of Directors
of LBHI and LUBS, (iii) certificates of responsible officers of LBHI and LUBS,
and (iv) certificates of public officials. In this connection, I have examined
or have caused to be examined on my behalf, a copy of each of the Agreements and
such other documents and instruments which I have deemed necessary or
appropriate in connection with this opinion.
I have relied on originals or copies, certified or otherwise
identified to my satisfaction, of the certificate of incorporation and by-laws
of LBHI and LUBS, records of proceedings taken by LBHI and/or LUBS and other
corporate documents and records of LBHI and LUBS, and have made such other
investigations as I have deemed relevant or necessary for the purpose of this
opinion. I have assumed, without independent investigation, the genuineness of
all signatures (other than those of officers of LBHI or LUBS), the authenticity
of all documents submitted to me as originals and the conformity to authentic
original documents of all documents submitted to me as certified, conformed or
reproduction copies.
On the basis of and subject to the foregoing, it is my opinion that:
(1) Each of LBHI and LUBS is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware. LBHI has
the requisite corporate power and authority to transact business in the manner
described in the Agreements and to consummate the transactions contemplated by
the Agreements. LUBS has the requisite corporate power and authority to transact
business in the manner described in the LUBS Mortgage Loan Purchase Agreement
and to consummate the transactions contemplated by the LUBS Mortgage Loan
Purchase Agreement.
(2) Each Agreement has been duly authorized, executed and delivered by
LBHI. The LUBS Mortgage Loan Purchase Agreement has been duly authorized,
executed and delivered by LUBS.
B-2-2
(3) The execution, delivery and performance of the Agreements by LBHI,
(i) to my knowledge, do not and will not result in a material breach or
violation of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to me to which LBHI is a party, (ii) do not contravene LBHI's
certificate of incorporation or by-laws, and (iii) to my knowledge, do not
contravene any order of any court or governmental agency that names LBHI and is
specifically directed to its property (except for such breaches, violations,
defaults or contraventions as would not have a material adverse effect on the
ability of LBHI to perform its obligations under the Agreements).
(4) The execution, delivery and performance of the LUBS Mortgage Loan
Purchase Agreement by LUBS, (i) to my knowledge, do not and will not result in a
material breach or violation of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to me to which LUBS is a party, (ii) do not
contravene LUBS's certificate of incorporation or by-laws, and (iii) to my
knowledge, do not contravene any order of any court or governmental agency that
names LUBS and is specifically directed to its property (except for such
breaches, violations, defaults or contraventions as would not have a material
adverse effect on the ability of LUBS to perform its obligations under the LUBS
Mortgage Loan Purchase Agreement).
The foregoing opinions are subject to the following additional
assumptions, exceptions, qualifications and limitations:
A. I am a member of the Bar of the State of New York and render no
opinion as to the laws of any jurisdiction other than the laws of
the State of New York, the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.
B. My opinions are limited to the present laws and to the facts as
they presently exist. I assume no obligation to revise or
supplement this opinion should the present laws of any
jurisdiction referred to in paragraph A. above be changed by
legislative action, judicial decision or otherwise.
This opinion is being delivered to you for your sole use in connection
with the Agreements and the related transactions and may not be used or relied
upon by any other person, firm or entity in any other context for any other
purpose. This opinion may not be quoted in whole or part, nor may copies be
furnished or delivered to any other person without my express written consent.
The foregoing opinions are given on the express understanding that the
undersigned is an officer of Xxxxxx Brothers Inc. and shall in no event incur
any personal liability in connection with the said opinions.
Very truly yours,
B-2-3
