EXECUTION COPY KEY MORTGAGE LOAN PURCHASE AGREEMENT Mortgage Loan Purchase Agreement, dated as of November 20, 2007 (the "Agreement"), between KeyBank National Association (together with its successors and permitted assigns hereunder, the "Seller")...Mortgage Loan Purchase Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
LASALLE BANK NATIONAL ASSOCIATION, as Trustee POOLING AND SERVICING AGREEMENT Dated as of November 12, 2007Pooling and Servicing Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated as of November 12, 2007, relating to the above-referenced Certificates (the "Agreement"), LaSalle Bank National Association, in its capacity as trustee (the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the date hereof to the Agreement (except as identified in the exception report attached hereto) that: (i) all documents specified or referred to in subclause (A) of the first sentence of Section 2.02(b) are in its possession or the possession of a Custodian on its behalf; (ii) the recordation/filing contemplated by Section 2.01(c) of the Agreement (except in the case of an Outside Serviced Trust Mortgage Loan) has been completed (based solely on receipt by the Trustee or by a Custodian on its behalf of the particular recorded/filed documents); (iii) all documents received by it or any Custodian with respect to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (
LB-UBS COMMERCIAL MORTGAGE TRUST 2007-C7, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C7Underwriting Agreement • December 17th, 2007 • LB-UBS Commercial Mortgage Trust 2007-C7 • Asset-backed securities • New York
The Certificates will evidence beneficial ownership interests in a trust fund (the "Trust Fund") to be formed by the Company and consisting primarily of a segregated pool (the "Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage Loans"). Certain of the Mortgage Loans (the "UBS Mortgage Loans") will be acquired by the Company from UBS Real Estate Securities Inc. ("UBSRESI"), pursuant to a mortgage loan purchase agreement dated as of November 20, 2007 (the "UBS Mortgage Loan Purchase Agreement"), between the Company and UBSRESI. Certain of the Mortgage Loans (the "Lehman Mortgage Loans") will be acquired by the Company from Lehman Brothers Holdings Inc. ("LBHI"), pursuant to a mortgage loan purchase agreement dated as of November 20, 2007 (the "LBHI Mortgage Loan Purchase Agreement"), between the Company and LBHI. Certain of the Mortgage Loans (the "Key Mortgage Loans") will be acquired by the Company from KeyBank National Association ("Key"), pursuant to a mortga
