LUBS MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of February 15, 2007,
(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 2007-C1,
Commercial
Mortgage Pass-Through Certificates, Series 2007-C1. 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 February 12, 2007 (the
"Pooling and
Servicing Agreement"), between the Purchaser, as depositor, KeyCorp
Real Estate
Capital Markets, Inc., as master servicer (the "Master Servicer"),
Midland Loan
Services, 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")
and Wachovia
Capital Markets, LLC ("Wachovia" and, together 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 $787,000,000 (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
February 27, 2007 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
February 11, 2007
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 the Mortgage
Loans consist of:
(i) the Westfield San Francisco Emporium Trust Mortgage Loan, (ii)
the
International Square Trust Mortgage Loan, and (iii) the Tishman
Speyer DC
Portfolio I Trust Mortgage Loan, in each case as defined in the
Pooling and
Servicing Agreement.
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 February 27, 2007 (the "Filing Letter Agreement")
between
Anthracite Capital Inc. (the "Payee"), the Depositor, the UBS
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
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required to cause the Filing Agent to file the assignments 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 or obtains
actual knowledge 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
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constitute a "Material Document Defect" or such Breach shall
constitute a
"Material Breach", as the case may be. In the event that the Seller
obtains
actual knowledge of a Material Document Defect or Material Breach,
then the
Seller shall deliver written notification to the Purchaser with
respect thereto.
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 Mortgage Loan
by LBHI pursuant to this Section 5 that the Purchaser shall have
executed and
delivered such instruments of transfer or
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assignment then presented to it by LBHI (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 LBHI
the legal and
beneficial ownership of the 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 the Mortgage Loan is to be repurchased as
contemplated by this
Section 5, LBHI shall amend the Mortgage Loan Schedule to reflect
the removal of
the Mortgage Loan and shall forward such amended schedule to the
Purchaser.
(e)
The repurchase of the Mortgage Loan pursuant to this Section 5
shall be on a whole loan, servicing released basis. The Seller and
LBHI shall
have no obligation to monitor the Mortgage Loan regarding the
existence of a
Breach or Document Defect. It is understood and agreed that the
obligations of
LBHI 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 LBHI
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 the 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 LBHI 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
