EXECUTION COPY LUBS MORTGAGE LOAN PURCHASE AGREEMENT

EXECUTION COPY

LUBS 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, "LBHI"), LUBS 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 previously acquired the Mortgage Loans from LBHI or an

Affiliate thereof and, in connection therewith, LBHI has agreed to enter into

this Agreement and the Indemnification Agreement (as defined below).

The Seller intends to sell and the Purchaser intends to purchase

a certain commercial mortgage loan (the "Mortgage Loan") as provided herein. The

Purchaser intends to deposit the Mortgage Loan, together with certain other

multifamily and commercial mortgage loans (the "Other Loans"; and, together with

the Mortgage Loan, 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, LBHI,

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 Loan 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 Loan accepted by the Purchaser pursuant to the terms hereof. The

Mortgage Loan will have an aggregate principal balance of $275,000,000 (the

"Initial LUBS 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

Loan 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 Loan shall consist of a cash amount equal to a

percentage (mutually agreed upon by the parties hereto) of the Initial LUBS Pool

Balance, plus interest accrued on the 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. The parties hereto acknowledge that: (i)

the 1211 Avenue of the Americas Trust Mortgage Loan is the only Mortgage Loan;

and (ii) the Mortgage Loan is an Outside Serviced Trust Mortgage Loan.

SECTION 2. Conveyance of Mortgage Loan.

(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 7 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 Loan 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 Loan due on or

before the Cut-off Date). All scheduled payments of principal and interest due

on or before the Cut-off Date for the 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, or cause to be delivered to

and deposited with (i) the Trustee or a Custodian appointed thereby, a Mortgage

File for the 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 Loan. 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.

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

"Recording Agent") retained by it or LBHI, 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

administration and/or servicing of the 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 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 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

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

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of such Uniform Commercial Code financing statements with respect to Mortgage

Loan secured by hotel or hospitality properties.

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

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

cause to be delivered to and deposited 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 Loan to the

Purchaser, as provided herein, the Seller shall not take any action inconsistent

with the Purchaser's ownership of the Mortgage Loan. 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 Loan 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, or

cause to be delivered to and deposited 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 the 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 the 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.

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(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 Loan.

SECTION 3. Representations, Warranties and Covenants of LBHI and

Seller.

(a) Each of LBHI and the Seller (each, for purposes of this

Section 3(a), the "Representing Party") hereby represents and warrants to and

covenants with the Purchaser, as of the date hereof, that:

(i) The Representing Party 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 Representing Party and, assuming due

authorization, execution and delivery hereof by the Purchaser, constitutes

a legal, valid and binding obligation of the Representing Party,

enforceable against the Representing Party 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

Representing Party and the Representing Party's performance and compliance

with the terms of this Agreement will not (A) violate the Representing

Party's organizational documents, (B) violate any law or regulation or any

administrative decree or order to which the Representing Party 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

Representing Party is a party or by which the Representing Party is bound.

(iv) The Representing Party 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 Representing Party's

reasonable and good faith judgment, materially and adversely affect the

condition (financial or other) or operations of the Representing Party or

its properties or have consequences that would materially and adversely

affect its performance hereunder.

(v) The Representing Party 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 Representing Party's

reasonable and good faith judgment, materially and adversely affect the

ability of the Representing Party 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 Representing Party or the performance

by the Representing Party 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 Loan, as

contemplated by Section 2(d) hereof, no

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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 Representing Party of or

compliance by the Representing Party 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

Representing Party's knowledge, threatened against the Representing Party

that would, in the Representing Party's good faith and reasonable judgment,

prohibit its entering into this Agreement or materially and adversely

affect the performance by the Representing Party of its obligations under

this Agreement.

(viii) No proceedings looking toward merger, liquidation,

dissolution or bankruptcy of the Representing Party are pending or

contemplated.

In addition, the Seller hereby further represents and warrants

to, and covenants with, the Purchaser, as of the date hereof, that:

(ix) Under generally accepted accounting principles ("GAAP")

and for federal income tax purposes, the Seller will report the transfer of

the Mortgage Loan to the Purchaser, as provided herein, as a sale of the

Mortgage Loan 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 Loan to the Purchaser will constitute at least reasonably

equivalent value and fair consideration for the Mortgage Loan. The Seller

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

insolvent by, the sale of the Mortgage Loan to the Purchaser. The Seller is

not selling the Mortgage Loan 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 Loan 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 Loan does 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.

(b) LBHI 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 LBHI 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 and LBHI to enter into this Agreement, the Purchaser

hereby represents and warrants for the benefit of the Seller and LBHI 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 Loan from the Seller and to transfer the Mortgage Loan

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 and LBHI, 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 Loan by the Seller to

the Purchaser, as provided herein, as a sale of the Mortgage Loan to the

Purchaser in exchange for the consideration specified in Section 1 hereof.

SECTION 5. Notice of Breach; Cure; Repurchase.

(a) If the Seller or LBHI 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 LBHI'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

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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, LBHI 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 the

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 Mortgage Loan.

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

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

contemplated by Section 5(a), then, prior to the subject repurchase, LBHI 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 LBHI (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 LBHI (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 LBHI 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 the repurchase of the Mortgag