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
