EXECUTION COPY LBHI MORTGAGE LOAN PURCHASE AGREEMENT

EXECUTION COPY

LBHI MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement, dated as of November 21, 2006,

(the "Agreement"), between Lehman 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-C7, Commercial Mortgage Pass-Through Certificates, Series 2006-C7. One or

more "real estate mortgage investment conduit" ("REMIC") elections will be made

with respect to the Trust Fund. The Certificates will be issued pursuant to a

Pooling and Servicing Agreement, to be dated as of November 13, 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 Lehman Brothers

Inc. ("Lehman"), UBS Global Asset Management (US) Inc ("UBS-AM"), KeyBanc

Capital Markets, a division of McDonald Investments Inc. ("KBCM"), and Citigroup

Global Markets Inc. ("CGMI" and, together with Lehman, UBS-AM and KBCM 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 Lehman and UBS-AM (together in

such capacity, the "Placement Agents"), whereby the Purchaser will sell to the

Placement Agents all of the remaining Certificates (other than the Residual

Interest Certificates).

In connection with the transactions contemplated hereby, the

Seller, the Purchaser, the Underwriters and the Placement Agents have entered

into an Indemnification Agreement (the "Indemnification Agreement"), dated as of

the date hereof.

Now, therefore, in consideration of the premises and the mutual

agreements set forth herein, the parties agree as follows:

SECTION 1. Agreement to Purchase. The Seller agrees to sell, and

the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule

(the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan

Schedule may be amended to reflect the actual Mortgage Loans accepted by the

Purchaser pursuant to the terms hereof. The Mortgage Loans will have an

aggregate principal balance of $1,721,897,422 (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

December 5, 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 November 13, 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), or, in the case of an Outside Serviced Trust Mortgage Loan, the

applicable Outside Servicer, all unapplied Escrow Payments and Reserve Funds in

the possession or under the control of the Seller that relate to the Mortgage

Loans. In addition, the Seller shall, in the case of each Mortgage Loan that is

an Outside Serviced Trust Mortgage Loan, deliver to and deposit with the master

Servicer, within 45 days of the Closing Date, a copy of the mortgage file that

was delivered to the related Outside Trustee under the related Non Trust

Mortgage Loan Securitization Agreement or to a custodian under a custodial

agreement that relates solely to such Outside Serviced Trust Mortgage Loan, as

applicable.

(d) The Seller shall, through an Independent third party (the

"Recording Agent") retained by it, as and in the manner provided in the Pooling

and Servicing Agreement (and in any event within 45 days following the later of

the Closing Date and the date on which all necessary recording information is

available to the Recording Agent), cause (i) each assignment of Mortgage and

each assignment of Assignment of Leases, in favor of, and delivered as part of

the related Mortgage File to, the Trustee, to be submitted for recordation in

the appropriate public office for real property records, and (ii) such

assignments to be delivered to the Trustee following their return by the

applicable public recording office, with copies of any such returned assignments

to be delivered by the Trustee to the Master Servicer, at the expense of the

Seller, at least every 90 days after the Closing Date (or at additional times

upon the request of the Master Servicer if reasonably necessary for the ongoing

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administration and/or servicing of the related Mortgage Loan by the Master

Servicer); provided that, in those instances where the public recording office

retains the original assignment of Mortgage or assignment of Assignment of

Leases, a certified copy of the recorded original shall be forwarded to the

Trustee. If any such document or instrument is lost or returned unrecorded

because of a defect therein, then the Seller shall prepare a substitute therefor

or cure such defect or cause such to be done, as the case may be, and the Seller

shall deliver such substitute or corrected document or instrument to the Trustee

(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing

Agreement, to the then holder of such Mortgage Loan).

The Seller shall bear the out-of-pocket costs and expenses of all

such recording and delivery contemplated in the preceding paragraph, including,

without limitation, any out-of-pocket costs and expenses that may be incurred by

the Trustee in connection with any such recording or delivery performed by the

Trustee at the Seller's or the Purchaser's request and the fees of the Recording

Agent.

Pursuant to the Pooling and Servicing Agreement and a letter

agreement dated December 5, 2006 (the "Filing Letter Agreement") between

American Capital Strategies Ltd. (the "Payee"), the Depositor, the UBS Mortgage

Loan Seller, the KeyBank Mortgage Loan Seller and the Trustee, the Trustee,

through a third party (the "Filing Agent") retained by it, as and in the manner

provided in the Pooling and Servicing Agreement and at the expense of the Payee

(and in any event within 45 days following the later of the Closing Date and the

date on which all necessary filing information is available to the Filing

Agent), is required to cause (i) each assignment of Uniform Commercial Code

financing statements prepared by the Seller, in favor of, and delivered as part

of the related Mortgage File to the Trustee, to be submitted for filing in the

appropriate public office, and (ii) such assignments to be delivered to the

Trustee following their return by the applicable public filing office, with

copies of any such returned assignments to be delivered by the Trustee to the

Master Servicer, at the expense of the Seller, at least every 90 days after the

Closing Date (or at additional times upon the request of the Master Servicer if

reasonably necessary for the ongoing administration and/or servicing of the

related Mortgage Loan by the Master Servicer). The Seller hereby agrees to

reasonably cooperate with the Trustee and the Filing Agent with respect to the

filing of the assignments of Uniform Commercial Code financing statements as

described in this paragraph and to forward to the Trustee filing confirmation,

if any, received in connection with such Uniform Commercial Code financing

statements filed in accordance with this paragraph. Notwithstanding the

foregoing, to the extent the Trustee provides the Payee, pursuant to the Filing

Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred

in connection with the filings referred to in this paragraph and (ii) required

to be paid by the Payee pursuant to the Filing Letter Agreement, and such

expenses are not paid by the Payee in advance of such filings, the Trustee,

pursuant to the Pooling and Servicing Agreement and the Filing Letter Agreement

and at the expense of the Seller, shall only be required to cause the Filing

Agent to file the assignments of such Uniform Commercial Code financing

statements with respect to Mortgage Loans secured by hotel or hospitality

properties.

(e) With respect to any Mortgage Loan, (other than an Outside

Serviced Trust Mortgage Loan), the Seller shall deliver to and deposit with the

Master Servicer, within 45 days of the Closing Date, the Mortgage Loan

Origination Documents (other than any document that constitutes part of the

Mortgage File for such Mortgage Loan); provided that the Seller shall not be

required to deliver any draft documents, privileged or other communications or

correspondence, credit underwriting or due diligence analyses or information,

credit committee briefs or memoranda or other internal approval documents or

data or internal worksheets, memoranda, communications or evaluations.

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(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 (other than an Outside Serviced Trust Mortgage

Loan) that is secured by the interests of the related Mortgagor in a hospitality

property (identified on Schedule VI to the Pooling and Servicing Agreement) and

each Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) that has

a related 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 (other than an Outside Serviced Trust

Mortgage Loan) with a related letter of credit, the Master Servicer determines

that a draw under such letter of credit has become necessary under the terms

thereof prior to the assignment of such letter of credit having been effected in

accordance with Section 3.01(e) of the Pooling and Servicing Agreement, the

Seller shall, upon the written direction of the Master Servicer, use its best

efforts to make such draw or to cause such draw to be made on behalf of the

Trustee.

(h) Pursuant to the Pooling and Servicing Agreement, the Master

Servicer shall review the documents with respect to each Mortgage Loan delivered

by the Seller pursuant to or as contemplated by Section 2(e) and provide the

Seller and the Controlling Class Representative and the Special Servicer with a

certificate (the "Master Servicer Certification") within 90 days of the Closing

Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of the

date of the Master Servicer Certification of such documents actually received;

provided that such review shall be limited to identifying the document received,

the Serviced Trust Mortgage Loan to which it purports to relate, that it appears

regular on its face and that it appears to have been executed (where

appropriate). Notwithstanding anything to the contrary set forth herein, to the

extent the Seller has not been notified in writing of its failure to deliver any

document with respect to a Mortgage Loan required to be delivered pursuant to or

as contemplated by Section 2(e) hereof prior to the date occurring 18 months

following the date of the Master Servicer Certification, the Seller shall have

no obligation to provide such document.

(i) In addition, on the Closing Date, the Seller shall deliver to

the Master Servicer for deposit in the Pool Custodial Account the Initial

Deposits 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.

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(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

judgment, materially and adversely affect the ability of the Seller to

perform its obligations under this Agreement or that requires the consent

of any third person to the execution and delivery of this Agreement by the

Seller or the performance by the Seller of its obligations under this

Agreement.

(vi) Except for the recordation and/or filing of assignments

and other transfer documents with respect to the Mortgage Loans, as

contemplated by Section 2(d) hereof, no consent, approval, authorization or

order of, registration or filing with, or notice to, any court or

governmental agency or body, is required for the execution, delivery and

performance by the Seller of or compliance by the Seller with this

Agreement or the consummation of the transactions contemplated by this

Agreement; and no bulk sale law applies to such transactions.

(vii) No litigation is pending or, to the best of the

Seller's knowledge, threatened against the Seller that would, in the

Seller's good faith and reasonable judgment, prohibit its entering into

this Agreement or materially and adversely affect the performance by the

Seller of its obligations under this Agreement.

(viii) Under generally accepted accounting principles

("GAAP") and for federal income tax purposes, the Seller will report the

transfer of the Mortgage Loans to the Purchaser, as provided herein, as a

sale of the Mortgage Loans to the Purchaser in exchange for the

consideration specified in Section 1 hereof. In connection with the

foregoing, the Seller shall cause all of its records to reflect such

transfer as a sale (as opposed to a secured loan). The consideration

received by the Seller upon the sale of the Mortgage Loans to the Purchaser

will constitute at least reasonably equivalent value and fair consideration

for the Mortgage Loans.

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The Seller will be solvent at all relevant times prior to, and will not be

rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The

Seller is not selling the Mortgage Loans to the Purchaser with any intent

to hinder, delay or defraud any of the creditors of the Seller. After

giving effect to its transfer of the Mortgage Loans to the Purchaser, as

provided herein, the value of the Seller's assets, either taken at their

present fair saleable value or at fair valuation, will exceed the amount of

the Seller's debts and obligations, including contingent and unliquidated

debts and obligations of the Seller, and the Seller will not be left with

unreasonably small assets or capital with which to engage in and conduct

its business. The Mortgage Loans do not constitute all or substantially all

of the assets of the Seller. The Seller does not intend to, and does not

believe that it will, incur debts or obligations beyond its ability to pay

such debts and obligations as they mature.

(ix) No proceedings looking toward merger, liquidation,

dissolution or bankruptcy of the Seller are pending or contemplated.

(b) The Seller hereby makes, for the benefit of the Purchaser,

with respect to each Mortgage Loan, as of the Closing Date or as of such other

date expressly set forth therein, each of the representations and warranties

made by the 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.

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

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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)(xiii) (or, in the case of an Outside Serviced Trust Mortgage Loan,

clause (b)(i)) of the definition of "Mortgage File" or a document, if any,

specifically set forth on Schedule IX to the Pooling and Servicing Agreement has

not been executed (if applicable) or is missing (a "Document Defect") or (ii) of

a breach of any of the Seller's representations and warranties made pursuant to

Section 3(b) hereof (each such breach, a "Breach") relating to any Mortgage

Loan, and such Document Defect or Breach, as of the date specified in the fourth

paragraph of Section 2.03(a) to the Pooling and Servicing Agreement, materially

and adversely affects the value of the Mortgage Loan, then such Document Defect

shall constitute a "Material Document Defect" or such Breach shall constitute a

"Material Breach", as the case may be. 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 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) In the event the Seller is obligated to repurchase any

Mortgage Loan pursuant to this Section 5, such obligation shall extend to any

successor REO Mortgage Loan with respect thereto as to which (A) the subject

Material Breach existed as to the subject predecessor Mortgage Loan prior to the

date the related Mortgaged Property became an REO Property or within 90 days

thereafter, and (B) as to which the Seller had received, no later than 90 days

following the date on which the related Mortgaged Property became an REO

Property, a Seller/Depositor Notification from the Trustee regarding the

occurrence of the applicable Material Breach and directing the Seller to

repurchase the subject Mortgage Loan.

(c) If one or more (but not all) of the Mortgage Loans

constituting a Cross-Collateralized Group are to be repurchased by the Seller as

contemplated by Section 5(a), then, prior to the subject repurchase, the Seller

or its designee shall use reasonable efforts, subject to the terms of the

related Mortgage Loans, to prepare and, to the extent necessary and appropriate,

have executed by the related Mortgagor and record, such documentation as may be

necessary to terminate the cross-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

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confirmation from each Rating Agency that such termination will not cause an

Adverse Rating Event to occur with respect to any Class of Certificates and (ii)

the Controlling Class Representative (if one is acting) has consented (which

consent shall not be unreasonably withheld and shall be deemed to have been

given if no written objection is received by the Seller (or by the Depositor)

within 10 Business Days of the Controlling Class Representative's receipt of a

written request for such consent); and provided, further, that the Seller may,

at its option, purchase the entire Cross-Collateralized Group in lieu of

terminating the cross-collateralization. All costs and expenses incurred by the

Purchaser or its designee pursuant to this paragraph shall be included in the

calculation of Purchase Price for the Mortgage Loan(s) to be repurchased. If the

cross-collateralization of any Cross-Collateralized Group is not or cannot be

terminated as contemplated by this paragraph, then, for purposes of (i)

determining whether the subject Breach or Document Defect, as the case may be,

materially and adversely affects the value of such Cross-Collateralized Group,

and (ii) the application of remedies, such Cross-Collateralized Group shall be

treated as a single Mortgage Loan.

(d) It shall be a condition to any repurchase of a Mortgage Loan

by the Seller pursuant to this Section 5 that the Purchaser shall have executed

and delivered such instruments of transfer or assignment then presented to it by

the Seller (or as otherwise required to be prepared, executed and delivered

under the Pooling and Servicing Agreement), in each case without recourse, as

shall be necessary to vest in the Seller the legal and beneficial ownership of

such Mortgage Loan (including any property acquired in respect thereof or

proceeds of any insurance policy with respect thereto), to the extent that such

ownership interest was transferred to the Purchaser hereunder. If any Mortgage

Loan is to be repurchased as contemplated by this Section 5, the Seller shall

amend the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan

and shall forward such amended schedule to the Purchaser.

(e) Any repurchase of a Mortgage Loan pursuant to this Section 5

shall be on a whole loan, servicing released basis. The Seller shall have no

obligation to monitor the Mortgage Loans regarding the existence of a Breach or

Document Defect. It is understood and agreed that the obligations of the Seller

set forth in this Section 5 constitute the sole remedies available to the

Purchaser with respect to any Breach or Document Defect.

(f) Notwithstanding the foregoing, if there exists a Breach of

that portion of the representation or warranty on the part of the Seller made by

virtue of the Depositor's representation set forth in, or made pursuant to

paragraph (xlviii) of Schedule II to the Pooling and Servicing Agreement,

specifically relating to whether or not the Mortgage Loan documents or any

particular Mortgage Loan document for any Mortgage Loan requires the related

Mortgagor to bear the reasonable costs and expenses associated with the subject

matter of such representation or warranty, as set forth in such representation

or warranty, then the Purchaser or its designee will direct the Seller in

writing to wire transfer to the Custodial Account, within 90 days of receipt of

such direction, the amount of any such 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

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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

95% or more of the loss of value to a Mortgage Loan was caused by a Material

Breach or Material Document Defect, which Material Breach or Material Document

Defect is not capable of being cured, this Section 5(g) shall not apply and the

Seller shall be obligated to repurchase the affected Mortgage Loan at the

applicable Purchase Price in accordance with Section 5(a). Furthermore, the

Seller shall not have the option of delivering Loss of Value Payments in

connection with any Material Breach relating to a Mortgage Loan's failure to be

a Qualified Mortgage. In the event there is a Loss of Value Payment made by the

Seller in accordance with this Section 5(g), the amount of such Loss of Value

Payment shall be deposited into the Loss of Value Reserve Fund to be applied in

accordance with Section 3.05(e) of the Pooling and Servicing Agreement.

(h) Notwithstanding the foregoing, if there exists a Material

Breach of the representation or warranty on the part of the Seller set forth in

and made pursuant to paragraph (xvii) of Schedule II to the Pooling and

Servicing Agreement, and the subject Mortgage Loan becomes a Qualified Mortgage

prior to the expiration of the Initial Resolution Period applicable to a

Material Document Defect or Material Breach that affects whether a Mortgage Loan

is a Qualified Mortgage, and without otherwise causing an Adverse REMIC Event or

an Adverse Grantor Trust Event, then such breach will be cured and the Seller

will not be obligated to repurchase or otherwise remedy such Breach.

(i) The parties hereto agree that any controversy or claim

arising under Section 5(a), Section 5(b) and/or Section 5(g) of this Agreement

shall be resolved in accordance with the Mediation/Arbitration procedures set

forth in Section 2.03(i) of the Pooling and Servicing Agreement. The parties to

this Agreement hereby agree to waive any right to trial by jury fully to the

extent that any such right shall now or hereafter exist with regard to the

rights and remedies contained in this Section 5, subject to the conditions set

forth in Section 2.03(i) of the Pooling and Servicing Agreement.

SECTION 6. Closing. The closing of the sale of the Mortgage Loans

(the "Closing") shall be held at the offices of Sidley Austin LLP, 787 Seventh