<PAGE>

                                                                  EXECUTION COPY

                   STRUCTURED ASSET SECURITIES CORPORATION II,
                                  as Depositor

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Master Servicer

                                       and

                             LENNAR PARTNERS, INC.,
                               as Special Servicer

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee

                                       and

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 11, 2002

                         ------------------------------


                                 $1,186,963,272

                    LB-UBS Commercial Mortgage Trust 2002-C7

                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2002-C7

<PAGE>

<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                               ----
<S>              <C>                                                                                           <C>
                                                      ARTICLE I

                                    DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

SECTION 1.01.    Defined Terms....................................................................................5
SECTION 1.02.    General Interpretive Principles.................................................................71

                                                     ARTICLE II

                            CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
                                          ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.    Creation of Trust; Conveyance of Mortgage Loans.................................................72
SECTION 2.02.    Acceptance of Trust Fund by Trustee.............................................................74
SECTION 2.03.    Repurchase of Mortgage Loans for Document Defects and Breaches of
                   Representations and Warranties................................................................75
SECTION 2.04.    Representations, Warranties and Covenants of the Depositor......................................78
SECTION 2.05.    Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V
                   Certificates..................................................................................95
SECTION 2.06.    Execution, Authentication and Delivery of Class R-LR Certificates; Creation of
                   Loan REMIC Regular Interests..................................................................95
SECTION 2.07.    Conveyance of Loan REMIC Regular Interests; Acceptance of the Loan REMICs by
                   Trustee.......................................................................................95
SECTION 2.08.    Execution, Authentication and Delivery of Class R-I Certificates; Creation of
                   REMIC I Regular Interests.....................................................................96
SECTION 2.09.    Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee......................96
SECTION 2.10.    Execution, Authentication and Delivery of Class R-II Certificates; Creation of
                   REMIC II Regular Interests....................................................................96
SECTION 2.11.    Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee....................96
SECTION 2.12.    Execution, Authentication and Delivery of REMIC III Certificates................................97

                                                     ARTICLE III

                                   ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Administration of the Mortgage Loans............................................................98
SECTION 3.02.    Collection of Mortgage Loan Payments............................................................99
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve
                   Accounts.....................................................................................100
SECTION 3.04.    Custodial Account, Defeasance Deposit Account, Collection Account, Interest
                   Reserve Account and Excess Liquidation Proceeds Account......................................102


                                                        -i-
<PAGE>

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                                                                                                               PAGE
                                                                                                               ----
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SECTION 3.05.    Permitted Withdrawals From the Custodial Account, the Collection Account, the
                   Interest Reserve Account and the Excess Liquidation Proceeds Account.........................106
SECTION 3.06.    Investment of Funds in the Servicing Accounts, the Reserve Accounts, the
                   Defeasance Deposit Account, the Custodial Account and the REO Account........................111
SECTION 3.07.    Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage;
                   Environmental Insurance......................................................................112
SECTION 3.08.    Enforcement of Alienation Clauses..............................................................116
SECTION 3.09.    Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal
                   Reduction Calculation........................................................................118
SECTION 3.10.    Trustee and Custodian to Cooperate; Release of Mortgage Files..................................122
SECTION 3.11.    Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing
                   Advances.....................................................................................123
SECTION 3.12.    Property Inspections; Collection of Financial Statements; Delivery of Certain
                   Reports......................................................................................128
SECTION 3.13.    Annual Statement as to Compliance..............................................................131
SECTION 3.14.    Reports by Independent Public Accountants......................................................131
SECTION 3.15.    Access to Certain Information..................................................................132
SECTION 3.16.    Title to REO Property; REO Account.............................................................133
SECTION 3.17.    Management of REO Property.....................................................................134
SECTION 3.18.    Sale of Mortgage Loans and REO Properties......................................................137
SECTION 3.19.    Additional Obligations of the Master Servicer; Obligations to Notify Ground
                   Lessors; the Special Servicer's Right to Request the Master Servicer to Make
                   Servicing Advances...........................................................................141
SECTION 3.20.    Modifications, Waivers, Amendments and Consents; Defeasance....................................142
SECTION 3.21.    Transfer of Servicing Between Master Servicer and Special Servicer; Record
                   Keeping......................................................................................148
SECTION 3.22.    Sub-Servicing Agreements.......................................................................150
SECTION 3.23.    Representations and Warranties of the Master Servicer..........................................152
SECTION 3.24.    Representations and Warranties of the Special Servicer.........................................154
SECTION 3.25.    Application of Default Charges.................................................................155

                                                     ARTICLE IV

                            PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.    Distributions..................................................................................157
SECTION 4.02.    Statements to Certificateholders; CMSA Loan Periodic Update File...............................173
SECTION 4.03.    P&I Advances...................................................................................181
SECTION 4.04.    Allocation of Realized Losses and Additional Trust Fund Expenses...............................183
SECTION 4.05.    Calculations...................................................................................185
SECTION 4.06.    Use of Agents..................................................................................185

                                                        -ii-
<PAGE>

<CAPTION>
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                                                                                                               ----
<S>              <C>                                                                                           <C>
                                                      ARTICLE V

                                                  THE CERTIFICATES

SECTION 5.01.    The Certificates...............................................................................186
SECTION 5.02.    Registration of Transfer and Exchange of Certificates..........................................186
SECTION 5.03.    Book-Entry Certificates........................................................................194
SECTION 5.04.    Mutilated, Destroyed, Lost or Stolen Certificates..............................................195
SECTION 5.05.    Persons Deemed Owners..........................................................................196

                                                     ARTICLE VI

                          THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
                                          CONTROLLING CLASS REPRESENTATIVE

SECTION 6.01.    Liability of Depositor, Master Servicer and Special Servicer...................................197
SECTION 6.02.    Continued Qualification and Compliance of Master Servicer; Merger, Consolidation
                   or Conversion of Depositor, Master Servicer or Special Servicer..............................197
SECTION 6.03.    Limitation on Liability of Depositor, Master Servicer and Special Servicer.....................197
SECTION 6.04.    Resignation of Master Servicer and the Special Servicer........................................198
SECTION 6.05.    Rights of Depositor and Trustee in Respect of the Master Servicer and the
                   Special Servicer.............................................................................199
SECTION 6.06.    Depositor, Master Servicer and Special Servicer to Cooperate with Trustee......................200
SECTION 6.07.    Depositor, Special Servicer and Trustee to Cooperate with Master Servicer......................200
SECTION 6.08.    Depositor, Master Servicer and Trustee to Cooperate with Special Servicer......................200
SECTION 6.09.    Designation of Special Servicer and Controlling Class Representative by the
                   Controlling Class............................................................................200
SECTION 6.10.    Master Servicer or Special Servicer as Owner of a Certificate..................................202
SECTION 6.11.    Certain Powers of the Controlling Class Representative.........................................202

                                                     ARTICLE VII

                                                       DEFAULT

SECTION 7.01.    Events of Default..............................................................................205
SECTION 7.02.    Trustee to Act; Appointment of Successor.......................................................209
SECTION 7.03.    Notification to Certificateholders.............................................................210
SECTION 7.04.    Waiver of Events of Default....................................................................210
SECTION 7.05.    Additional Remedies of Trustee Upon Event of Default...........................................211

                                                    ARTICLE VIII

                                               CONCERNING THE TRUSTEE

SECTION 8.01.    Duties of Trustee..............................................................................212


                                                       -iii-
<PAGE>

<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>              <C>                                                                                           <C>
SECTION 8.02.    Certain Matters Affecting Trustee..............................................................213
SECTION 8.03.    Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates
                   or Mortgage Loans............................................................................214
SECTION 8.04.    Trustee and Fiscal Agent May Own Certificates..................................................214
SECTION 8.05.    Fees and Expenses of Trustee; Indemnification of and by Trustee................................214
SECTION 8.06.    Eligibility Requirements for Trustee...........................................................215
SECTION 8.07.    Resignation and Removal of Trustee.............................................................216
SECTION 8.08.    Successor Trustee..............................................................................217
SECTION 8.09.    Merger or Consolidation of Trustee and Fiscal Agent............................................218
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee..................................................218
SECTION 8.11.    Appointment of Custodians......................................................................219
SECTION 8.12.    Appointment of Authenticating Agents...........................................................219
SECTION 8.13.    Appointment of Tax Administrators..............................................................220
SECTION 8.14.    Access to Certain Information..................................................................221
SECTION 8.15.    Reports to the Securities and Exchange Commission and Related Reports..........................223
SECTION 8.16.    Representations and Warranties of Trustee......................................................230
SECTION 8.17.    The Fiscal Agent...............................................................................231
SECTION 8.18.    Representations and Warranties of Fiscal Agent.................................................232

                                                     ARTICLE IX

                                                     TERMINATION

SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Mortgage Loans...............................234
SECTION 9.02.    Additional Termination Requirements............................................................242

                                                      ARTICLE X

                                              ADDITIONAL TAX PROVISIONS

SECTION 10.01.   REMIC Administration...........................................................................244
SECTION 10.02.   Grantor Trust Administration...................................................................247

                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment......................................................................................250
SECTION 11.02.   Recordation of Agreement; Counterparts.........................................................252
SECTION 11.03.   Limitation on Rights of Certificateholders.....................................................252
SECTION 11.04.   Governing Law; Consent to Jurisdiction.........................................................253
SECTION 11.05.   Notices........................................................................................253
SECTION 11.06.   Severability of Provisions.....................................................................254
SECTION 11.07.   Grant of a Security Interest...................................................................254
SECTION 11.08.   Streit Act.....................................................................................254
SECTION 11.09.   Successors and Assigns; Beneficiaries..........................................................255

                                                        -iv-
<PAGE>

<CAPTION>
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                                                                                                               ----
<S>              <C>                                                                                           <C>
SECTION 11.10.   Article and Section Headings...................................................................255
SECTION 11.11.   Notices to Rating Agencies.....................................................................255
SECTION 11.12.   Global Opinions................................................................................256
SECTION 11.13.   Complete Agreement.............................................................................257
</TABLE>















                                                        -v-
<PAGE>
                             SCHEDULES AND EXHIBITS

    Schedule No.     Schedule Description
    ------------     --------------------
          I          Mortgage Loan Schedule
         II          Schedule of Exceptions to Mortgage File Delivery
         III         Exceptions to the Representations and Warranties of the
                     Depositor
         IV          Schedule of Early Defeasance Mortgage Loans
          V          Schedule of Environmentally Insured Mortgage Loans
         VI          Reference Rate Schedule

    Exhibit No.      Exhibit Description
    -----------      -------------------
        A-1          Form of Class [A-1] [A-2] [A-3] [A-4] Certificate
        A-2          Form of Class [X-CL] [X-CP] Certificate
        A-3          Form of Class [B] [C] [D] [E] [F] [G] Certificate
        A-4          Form of Class [A-1b] [H] [J] [K] [L] [M] [N]Certificate
        A-5          Form of Class [P] [Q] [S] [T] [U] Certificate
        A-6          Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
        A-7          Form of Class V Certificate
         B           Form of Distribution Date Statement
         C           Form of Custodial Certification
        D-1          Form of Master Servicer Request for Release
        D-2          Form of Special Servicer Request for Release
         E           Form of Loan Payoff Notification Report
        F-1          Form of Transferor Certificate for Transfers of Definitive
                       Non-Registered Certificates
        F-2A         Form I of Transferee Certificate for Transfers of
                       Definitive Non-Registered Certificates
        F-2B         Form II of Transferee Certificate for Transfers of
                       Definitive Non-Registered Certificates
        F-2C         Form of Transferee Certificate for Transfers of Interests
                       in Rule 144A Global Certificates
        F-2D         Form of Transferee Certificate for Transfers of Interests
                       in Regulation S Global Certificates
        G-1          Form I of Transferee Certificate in Connection with ERISA
                       (Definitive Non-Registered Certificates)
        G-2          Form II of Transferee Certificate in Connection with ERISA
                       (Book-Entry Non-Registered Certificates)
        H-1          Form of Transfer Affidavit and Agreement regarding Residual
                       Interest Certificates
        H-2          Form of Transferor Certificate regarding Residual Interest
                       Certificates
        I-1          Form of Notice and Acknowledgment
        I-2          Form of Acknowledgment of Proposed Special Servicer
         J           Form of UCC-1 Financing Statement Schedule
         K           Sub-Servicers in respect of which Sub-Servicing
                       Agreements are in effect or being negotiated as of the
                     Closing Date
        L-1          Form of Information Request/Investor Certification for
                       Website Access from Certificate Owner
        L-2          Form of Information Request/Investor Certification for
                       Website Access from Prospective Investor
         M           Form of Defeasance Certification


                                      -vi-
<PAGE>

     This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of December 11, 2002, among STRUCTURED ASSET SECURITIES CORPORATION
II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION,
as Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

     The Depositor intends to sell the Certificates, which are to be issued
hereunder in multiple Classes and which in the aggregate will evidence the
entire beneficial ownership interest in the Trust Fund.

     As provided herein, the Trustee will elect to treat each Early Defeasance
Mortgage Loan (exclusive of any collections of Additional Interest on any such
Mortgage Loan that is an ARD Mortgage Loan after its Anticipated Repayment Date)
as the primary asset of a separate REMIC for federal income tax purposes, and
each such REMIC will be designated as a "Loan REMIC". The Class R-LR
Certificates will represent the sole class of "residual interests" in each and
every Loan REMIC for purposes of the REMIC Provisions under federal income tax
law. Each Loan REMIC Regular Interest will relate to the corresponding Early
Defeasance Mortgage Loan and any successor REO Mortgage Loan with respect to
such Early Defeasance Mortgage Loan. Each Loan REMIC Regular Interest will: (i)
accrue interest at the related per annum rate described in the definition of
"Loan REMIC Remittance Rate"; and (ii) have an initial Uncertificated Principal
Balance equal to the Cut-off Date Balance of the related Early Defeasance
Mortgage Loan. The Legal Final Distribution Date of each Loan REMIC Regular
Interest is the Distribution Date immediately following the third anniversary of
the end of the remaining amortization term (as determined as of the Closing
Date) of the related Early Defeasance Mortgage Loan. None of the Loan REMIC
Regular Interests will be certificated.

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Mortgage Loans (exclusive of the Early Defeasance
Mortgage Loans and exclusive of any collections of Additional Interest on the
ARD Mortgage Loans after their respective Anticipated Repayment Dates), the Loan
REMIC Regular Interests and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC I". The Class R-I Certificates will
represent the sole class of "residual interests" in REMIC I for purposes of the
REMIC Provisions under federal income tax law. A separate REMIC I Regular
Interest will, on the Closing Date, be issued with respect to, and will
thereafter relate to, each Mortgage Loan in REMIC I and each Loan REMIC Regular
Interest. Each REMIC I Regular Interest issued with respect to, and relating to,
a Mortgage Loan in REMIC I, shall also relate to any successor REO Mortgage Loan
with respect to such Mortgage Loan. Each REMIC I Regular Interest issued with
respect to, and relating to, a Loan REMIC Regular Interest, shall also relate to
the corresponding Early Defeasance Mortgage Loan and any successor REO Mortgage
Loan with respect to such Early Defeasance Mortgage Loan. Each REMIC I Regular
Interest shall bear a numeric designation that is the same as the Mortgage Loan
number for the related Mortgage Loan set forth on the Mortgage Loan Schedule.
Each REMIC I Regular Interest will (i) accrue interest at a per annum rate
described in the definition of "REMIC I Remittance Rate" and (ii) have an
initial Uncertificated Principal Balance equal to the Cut-off Date Balance of
the related Mortgage Loan. The Legal Final Distribution Date of each of the
REMIC I Regular Interests is the Distribution Date immediately following the
third anniversary of the end of the remaining amortization term (as determined
as of the Closing Date) of the related Mortgage Loan. None of the REMIC I
Regular Interests will be certificated.

<PAGE>

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC I Regular Interests as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC
II". The Class R-II Certificates will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The following table sets forth the designation, the REMIC II Remittance
Rate and the initial Uncertificated Principal Balance for each of the REMIC II
Regular Interests. The Legal Final Distribution Date for each REMIC II Regular
Interest is the latest Rated Final Distribution Date. None of the REMIC II
Regular Interests will be certificated.

<TABLE>
<CAPTION>
                                 REMIC II               Initial Uncertificated
     Designation             Remittance Rate              Principal Balance
     -----------             ---------------              -----------------
<S>                          <C>                          <C>
        A-1-1                  Variable (1)               $     57,661,000
        A-1-2                  Variable (1)               $      5,339,000
        A-2-1                  Variable (1)               $     38,300,000
        A-2-2                  Variable (1)               $     52,617,000
        A-2-3                  Variable (1)               $     99,083,000
         A-3                   Variable (1)               $    100,000,000
        A-4-1                  Variable (1)               $     27,207,000
        A-4-2                  Variable (1)               $     30,337,000
        A-4-3                  Variable (1)               $    336,823,000
        A-1b-1                 Variable (1)               $     14,131,000
        A-1b-2                 Variable (1)               $     10,551,000
        A-1b-3                 Variable (1)               $     12,669,000
        A-1b-4                 Variable (1)               $    102,094,000
        A-1b-5                 Variable (1)               $     16,177,000
        A-1b-6                 Variable (1)               $     18,400,000
        A-1b-7                 Variable (1)               $     54,809,000
          B                    Variable (1)               $     20,779,000
          C                    Variable (1)               $     17,811,000
          D                    Variable (1)               $     17,811,000
          E                    Variable (1)               $     14,843,000
          F                    Variable (1)               $     14,843,000
          G                    Variable (1)               $     14,842,000
         H-1                   Variable (1)               $      4,541,000
         H-2                   Variable (1)               $     14,754,000
          J                    Variable (1)               $     11,875,000
          K                    Variable (1)               $     11,874,000
          L                    Variable (1)               $     19,295,000
          M                    Variable (1)               $      7,421,000
          N                    Variable (1)               $      5,937,000
          P                    Variable (1)               $      8,906,000
          Q                    Variable (1)               $      4,453,000
          S                    Variable (1)               $      2,968,000
          T                    Variable (1)               $      8,906,000
          U                    Variable (1)               $      8,906,272
</TABLE>

     --------------------

     (1)  The REMIC II Remittance Rate for each REMIC II Regular Interest shall
          be a variable rate per annum calculated in accordance with the
          definition of "REMIC II Remittance Rate".


                                      -2-
<PAGE>

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will evidence the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the Class
designation, Pass-Through Rate and original Class Principal Balance for each
Class of the Regular Interest Certificates. For federal income tax purposes,
each Class of the Regular Interest Certificates (exclusive of the Class X-CL and
Class X-CP Certificates), each of the 34 REMIC III Components of the Class X-CL
Certificates and each of the 23 REMIC III Components of the Class X-CP
Certificates will be designated as a separate "regular interest" in REMIC III.
The Legal Final Distribution Date for each Class of Regular Interest
Certificates (exclusive of the Class X-CL and Class X-CP Certificates), for each
of the 34 REMIC III Components of the Class X-CL Certificates and for each of
the 23 REMIC III Components of the Class X-CP Certificates is the latest Rated
Final Distribution Date.

<TABLE>
<CAPTION>
         Class                                                Original Class
      Designation              Pass-Through Rate            Principal Balance
      -----------              -----------------            -----------------
<S>                         <C>                             <C>
       Class A-1            3.170% per annum                $     63,000,000
       Class A-2            3.899% per annum                $    190,000,000
       Class A-3            4.659% per annum                $    100,000,000
       Class A-4            4.960% per annum                $    394,367,000
       Class A-1b           4.271% per annum                $    228,831,000
        Class B             5.081% per annum                $     20,779,000
        Class C             5.101% per annum                $     17,811,000
        Class D             5.160% per annum (1)            $     17,811,000
        Class E             5.209% per annum (1)            $     14,843,000
        Class F             5.248% per annum (1)            $     14,843,000
        Class G             5.333% per annum (1)            $     14,842,000
        Class H             5.747% per annum (1)            $     19,295,000
        Class J             5.750% per annum (1)            $     11,875,000
        Class K             5.750% per annum (1)            $     11,874,000
        Class L             5.098% per annum (1)            $     19,295,000
        Class M             5.098% per annum (1)            $      7,421,000
        Class N             5.098% per annum (1)            $      5,937,000
        Class P             5.098% per annum (1)            $      8,906,000
        Class Q             5.098% per annum (1)            $      4,453,000
        Class S             5.098% per annum (1)            $      2,968,000
        Class T             5.098% per annum (1)            $      8,906,000
        Class U             5.098% per annum (1)            $      8,906,272
       Class X-CL                 Variable (2)                  (3)
       Class X-CP                 Variable (2)                  (4)
</TABLE>


                                      -3-
<PAGE>

     ----------------------

     (1)  If the Weighted Average REMIC I Remittance Rate for any Interest
          Accrual Period is ever less than the specified rate, the Pass-Through
          Rate for the subject Class for such Interest Accrual Period will equal
          such Weighted Average REMIC I Remittance Rate.

     (2)  The respective Pass-Through Rates for the Class X-CL and Class X-CP
          Certificates will, in the case of each of those Classes, be a variable
          rate per annum calculated in accordance with the definition of
          "Pass-Through Rate".

     (3)  The Class X-CL Certificates will not have a Class Principal Balance
          and will not entitle their Holders to receive distributions of
          principal. The Class X-CL Certificates will have a Class Notional
          Amount which will be equal to the aggregate of the Component Notional
          Amounts of such Class' REMIC III Components from time to time. As more
          specifically provided herein, interest in respect of such Class of
          Certificates will consist of the aggregate amount of interest accrued
          on the respective Component Notional Amounts of such Class' REMIC III
          Components from time to time.

     (4)  The Class X-CP Certificates will not have a Class Principal Balance
          and will not entitle their Holders to receive distributions of
          principal. The Class X-CP Certificates will have a Class Notional
          Amount which will be equal to the aggregate of the Component Notional
          Amounts of such Class' REMIC III Components from time to time. As more
          specifically provided herein, interest in respect of such Class of
          Certificates will consist of the aggregate amount of interest accrued
          on the respective Component Notional Amounts of such Class' REMIC III
          Components from time to time.

     As provided herein, the Trustee shall take all actions necessary to ensure
that the portion of the Trust Fund consisting of the Grantor Trust Assets
maintains its status as a Grantor Trust under the Code.

     The Initial Pool Balance will be $1,186,963,273.

     Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.

     In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent
hereby agree, in each case, as follows:


                                      -4-
<PAGE>

                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

     SECTION 1.01. Defined Terms.

     Whenever used in this Agreement, including in the Preliminary Statement,
unless the context otherwise requires:

     "30/360 Basis" shall mean the accrual of interest calculated on the basis
of a 360-day year consisting of twelve 30-day months.

     "ABN AMRO" shall mean ABN AMRO Bank N.V. or its successor in interest.

     "Acceptable Insurance Default" shall mean, with respect to any Mortgage
Loan, any default under the related loan documents resulting from (a) the
exclusion of acts of terrorism from coverage under the related all risk casualty
insurance policy maintained on the subject Mortgaged Property and (b) the
related Mortgagor's failure to obtain insurance that specifically covers acts of
terrorism, but only if the Special Servicer has determined, in its reasonable
judgment, that (i) such insurance is not available at commercially reasonable
rates and the subject hazards are not commonly insured against by prudent owners
of similar real properties in similar locales (but only by reference to such
insurance that has been obtained by such owners at current market rates), or
(ii) such insurance is not available at any rate. Subject to the Servicing
Standard, in making any of the determinations required in subclause (i) or (ii)
of this definition, the Special Servicer shall be entitled to rely on the
opinion of an insurance consultant.

     "Accrued Certificate Interest" shall mean the interest accrued from time to
time with respect to any Class of Regular Interest Certificates, the amount of
which interest shall equal: (a) in the case of any Class of Principal Balance
Certificates for any Interest Accrual Period, one-twelfth of the product of (i)
the Pass-Through Rate applicable to such Class of Certificates for such Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of
Certificates outstanding immediately prior to the related Distribution Date; and
(b) in the case of any Class of Interest Only Certificates for any Interest
Accrual Period, the aggregate amount of Accrued Component Interest for all of
such Class' REMIC III Components for such Interest Accrual Period.

     "Accrued Component Interest" shall mean the interest accrued from time to
time with respect to any REMIC III Component of the Class X-CP Certificates or
the Class X-CL Certificates, the amount of which interest shall equal, for any
Interest Accrual Period, one-twelfth of the product of (i) the Pass-Through Rate
applicable to such REMIC III Component for such Interest Accrual Period,
multiplied by (ii) the Component Notional Amount of such REMIC III Component
outstanding immediately prior to the related Distribution Date.

     "Acquisition Date" shall mean, with respect to any REO Property, the first
day on which such REO Property is considered to be acquired by the Trust Fund
within the meaning of Treasury regulations section 1.856-6(b)(1), which shall be
the first day on which the Trust Fund is treated as the owner of such REO
Property for federal income tax purposes.

                                      -5-
<PAGE>

     "Actual/360 Basis" shall mean the accrual of interest calculated on the
basis of the actual number of days elapsed during any interest accrual period in
a year assumed to consist of 360 days.

     "Additional Designated Servicing Information" shall have the meaning
assigned thereto in Section 8.15(a).

     "Additional Information" shall have the meaning assigned thereto in Section
4.02(a).

     "Additional Interest" shall mean, with respect to any ARD Mortgage Loan
after its Anticipated Repayment Date, all interest accrued on the principal
balance of such ARD Mortgage Loan at the Additional Interest Rate and, if so
provided in the related loan documents, compounded at the related Mortgage Rate
(the payment of which interest shall, under the terms of such ARD Mortgage Loan,
be deferred until the entire outstanding principal balance thereof has been
paid). For purposes of this Agreement, Additional Interest on an ARD Mortgage
Loan or any successor REO Mortgage Loan with respect thereto shall be deemed not
to constitute principal or any portion thereof and shall not be added to the
unpaid principal balance or Stated Principal Balance of such ARD Mortgage Loan
or any successor REO Mortgage Loan with respect thereto, notwithstanding that
the terms of the related loan documents so permit. To the extent that any
Additional Interest is not paid on a current basis, it shall, for purposes of
this Agreement, be deemed to be deferred interest (regardless of whether it is
added to principal outstanding with respect to the related ARD Mortgage Loan in
accordance with the related loan documents).

     "Additional Interest Rate" shall mean, with respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, the incremental increase in the
Mortgage Rate for such loan resulting from the passage of such Anticipated
Repayment Date.

     "Additional Trust Fund Expense" shall mean any expense incurred with
respect to the Trust Fund and not otherwise included in the calculation of a
Realized Loss that would result in the Holders of Regular Interest Certificates
receiving less than the full amount of principal and/or Distributable
Certificate Interest to which they are entitled on any Distribution Date.

     "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect to
any Loan REMIC Regular Interest or REMIC I Regular Interest that relates to an
Interest Reserve Mortgage Loan or an Interest Reserve REO Mortgage Loan, for any
Interest Accrual Period, an amount of interest equal to the product of (a) the
Mortgage Rate in effect for the corresponding Mortgage Loan as of the Closing
Date (without regard to any modifications, extensions, waivers or amendments of
the related Mortgage Loan subsequent to the Closing Date), multiplied by (b) a
fraction, the numerator of which is the number of days in such Interest Accrual
Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such Loan REMIC Regular Interest or REMIC I
Regular Interest, as the case may be, immediately prior to the Distribution Date
that corresponds to such Interest Accrual Period; provided that, if the subject
Interest Accrual Period begins during (x) December of 2002 or December of any
year thereafter that does not immediately precede a leap year or (y) January of
2003 or January of any year thereafter, then the amount of interest calculated
with respect to any particular Loan REMIC Regular Interest or REMIC I Regular
Interest pursuant to this definition for such Interest Accrual Period without
regard to this proviso shall be decreased by the Interest Reserve Amount, if
any, with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) transferred, in accordance with Section 3.04(c), from
the Collection Account to the Interest Reserve Account in the calendar month in
which such Interest Accrual Period ends; and provided, further, that, if

                                      -6-
<PAGE>

the subject Interest Accrual Period begins during February of 2003 or February
of any year thereafter, then the amount calculated with respect to any
particular Loan REMIC Regular Interest or REMIC I Regular Interest pursuant to
this definition for such Interest Accrual Period without regard to this proviso
shall be increased by the Interest Reserve Amount(s), if any, with respect to
the related Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) transferred, in accordance with Section 3.05(c), from the Interest
Reserve Account to the Collection Account in the calendar month in which such
Interest Accrual Period ends.

     "Adjusted REMIC II Remittance Rate" shall mean:

     (a) with respect to REMIC II Regular Interest A-1-1, for any Interest
Accrual Period, 3.170% per annum;

     (b) with respect to REMIC II Regular Interest A-1-2, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2004,
an annual rate equal to the greater of (A) 3.170% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2004, 3.170% per annum;

     (c) with respect to REMIC II Regular Interest A-2-1, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2004,
an annual rate equal to the greater of (A) 3.899% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2004, 3.899% per annum;

     (d) with respect to REMIC II Regular Interest A-2-2, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2005,
an annual rate equal to the greater of (A) 3.899% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2005, 3.899% per annum;

     (e) with respect to REMIC II Regular Interest A-2-3, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2006,
an annual rate equal to the greater of (A) 3.899% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2006, 3.899% per annum;

     (f) with respect to REMIC II Regular Interest A-3, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2006,
an annual rate equal to the greater of (A) 4.659% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2006, 4.659% per annum;

     (g) with respect to REMIC II Regular Interest A-4-1, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2007,
an annual rate equal to the greater of (A) 4.960% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2007, 4.960% per annum;

                                      -7-
<PAGE>

     (h) with respect to REMIC II Regular Interest A-4-2, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2008,
an annual rate equal to the greater of (A) 4.960% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2008, 4.960% per annum;

     (i) with respect to REMIC II Regular Interest A-4-3, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2009,
an annual rate equal to the greater of (A) 4.960% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2009, 4.960% per annum;

     (j) with respect to REMIC II Regular Interest A-1b-1, for any Interest
Accrual Period, 4.271% per annum;

     (k) with respect to REMIC II Regular Interest A-1b-2, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2004,
an annual rate equal to the greater of (A) 4.271% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2004, 4.271% per annum;

     (l) with respect to REMIC II Regular Interest A-1b-3, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2005,
an annual rate equal to the greater of (A) 4.271% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2005, 4.271% per annum;

     (m) with respect to REMIC II Regular Interest A-1b-4, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2006,
an annual rate equal to the greater of (A) 4.271% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2006, 4.271% per annum;

     (n) with respect to REMIC II Regular Interest A-1b-5, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2007,
an annual rate equal to the greater of (A) 4.271% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2007, 4.271% per annum;

     (o) with respect to REMIC II Regular Interest A-1b-6, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2008,
an annual rate equal to the greater of (A) 4.271% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2008, 4.271% per annum;

     (p) with respect to REMIC II Regular Interest A-1b-7, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2009,
an annual rate equal to the greater of (A) 4.271% per

                                      -8-
<PAGE>

annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2009, 4.271% per annum;

     (q) with respect to REMIC II Regular Interest B, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2009,
an annual rate equal to the greater of (A) 5.081% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2009, 5.081% per annum;

     (r) with respect to REMIC II Regular Interest C, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2009,
an annual rate equal to the greater of (A) 5.101% per annum and (B) the
Reference Rate for such Interest Accrual Period, and (ii) for any Interest
Accrual Period subsequent to the Interest Accrual Period ending in December
2009, 5.101% per annum;

     (s) with respect to REMIC II Regular Interest D, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2009,
an annual rate (in no event in excess of the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period) equal to the greater of (A) 5.160% per
annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2009, an annual rate equal to the lesser of (X) 5.160% per annum and
(Y) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

     (t) with respect to REMIC II Regular Interest E, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2009,
an annual rate (in no event in excess of the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period) equal to the greater of (A) 5.209% per
annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2009, an annual rate equal to the lesser of (X) 5.209% per annum and
(Y) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

     (u) with respect to REMIC II Regular Interest F, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2009,
an annual rate (in no event in excess of the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period) equal to the greater of (A) 5.248% per
annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2009, an annual rate equal to the lesser of (X) 5.248% per annum and
(Y) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

     (v) with respect to REMIC II Regular Interest G, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2008,
an annual rate (in no event in excess of the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period) equal to the greater of (A) 5.333% per
annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2008, an annual rate equal to the

                                      -9-
<PAGE>

lesser of (X) 5.333% per annum and (Y) the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period;

     (w) with respect to REMIC II Regular Interest H-1-1, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2006,
an annual rate (in no event in excess of the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period) equal to the greater of (A) 5.747% per
annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2006, an annual rate equal to the lesser of (X) 5.747% per annum and
(Y) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

     (x) with respect to REMIC II Regular Interest H-1-2, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2007,
an annual rate (in no event in excess of the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period) equal to the greater of (A) 5.747% per
annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2007, an annual rate equal to the lesser of (X) 5.747% per annum and
(Y) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

     (y) with respect to REMIC II Regular Interest J, (i) for any Interest
Accrual Period from and including the Interest Accrual Period ending in January
2003 through and including the Interest Accrual Period ending in December 2005,
an annual rate (in no event in excess of the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period) equal to the greater of (A) 5.750% per
annum and (B) the Reference Rate for such Interest Accrual Period, and (ii) for
any Interest Accrual Period subsequent to the Interest Accrual Period ending in
December 2005, an annual rate equal to the lesser of (X) 5.750% per annum and
(Y) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

     (z) with respect to REMIC II Regular Interest K, for any Interest Accrual
Period, an annual rate equal to the lesser of (X) 5.750% per annum and (Y) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period; and

     (aa) with respect to each of REMIC II Regular Interest L, REMIC II Regular
Interest M, REMIC II Regular Interest N, REMIC II Regular Interest P, REMIC II
Regular Interest Q, REMIC II Regular Interest S, REMIC II Regular Interest T and
REMIC II Regular Interest U, for any Interest Accrual Period, an annual rate
equal to the lesser of (X) 5.098% per annum and (Y) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period.

     "Administrative Cost Rate" shall mean, with respect to each Mortgage Loan
(or any successor REO Mortgage Loan with respect thereto), the rate per annum
specified as the "Administrative Cost Rate" on the Mortgage Loan Schedule,
which, for each Mortgage Loan (or successor REO Mortgage Loan), is equal to the
sum of the related Master Servicing Fee Rate and the Trustee Fee Rate.

     "Advance" shall mean any P&I Advance or Servicing Advance.

                                      -10-
<PAGE>

     "Adverse Grantor Trust Event" shall mean any endangerment to the status of
the Grantor Trust as a grantor trust under the Grantor Trust Provisions or any
imposition of a tax on the Grantor Trust or any of its assets or transactions.

     "Adverse Rating Event" shall mean, with respect to any Class of
Certificates, as of any date of determination, the qualification, downgrade or
withdrawal of any rating then assigned to such Class of Certificates by either
Rating Agency.

     "Adverse REMIC Event" shall mean, with respect to any REMIC Pool, any
endangerment of the status of such REMIC Pool as a REMIC under the REMIC
Provisions or, except as permitted by Section 3.17(a), any imposition of a tax
on such REMIC Pool or any of its assets or transactions (including the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on prohibited contributions set forth in Section 860G(d) of the Code).

     "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control", when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement" shall mean this Pooling and Servicing Agreement, together with
all amendments hereof and supplements hereto.

     "Annual Accountants' Report" shall have the meaning assigned thereto in
Section 3.14

     "Annual Performance Certification" shall have the meaning assigned thereto
in Section 3.13.

     "Anticipated Repayment Date" shall mean, with respect to any ARD Mortgage
Loan, the date specified in the related Mortgage Note after which the Mortgage
Rate for such ARD Mortgage Loan will increase as specified in the related
Mortgage Note.

     "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated initially as of the Determination Date
immediately following the later of the date on which the subject Mortgage Loan
became a Required Appraisal Loan and the date on which the applicable Required
Appraisal was obtained) equal to the excess, if any, of: (a) the sum of, without
duplication, (i) the Stated Principal Balance of such Required Appraisal Loan,
(ii) to the extent not previously advanced by or on behalf of the Master
Servicer, the Trustee or the Fiscal Agent, all unpaid interest on such Required
Appraisal Loan through the most recent Due Date prior to the date of calculation
(exclusive of any portion thereof that represents Additional Interest and/or
Default Interest), (iii) all accrued and unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of such Required Appraisal Loan,
(iv) all related unreimbursed Advances made by or on behalf of (plus all accrued
interest on such Advances payable to) the Master Servicer, the Special Servicer,
the Trustee and/or the Fiscal Agent with respect to such Required Appraisal
Loan, (v) any other unpaid Additional Trust Fund Expenses in respect of such
Required Appraisal Loan, and (vi) all currently due and unpaid real estate taxes
and assessments, insurance premiums and, if applicable, ground rents, and any
unfunded improvement or other applicable reserves, in respect of the related
Mortgaged Property or

                                      -11-
<PAGE>

REO Property, as the case may be (in each case, net of any amounts escrowed with
the Master Servicer or the Special Servicer for such items); over (b) the
Required Appraisal Value. Notwithstanding the foregoing, if (i) any Mortgage
Loan becomes a Required Appraisal Loan, (ii) either (A) no Required Appraisal or
update thereof has been obtained or conducted, as applicable, in accordance with
Section 3.09(a), with respect to the related Mortgaged Property during the
12-month period prior to the date such Mortgage Loan became a Required Appraisal
Loan or (B) there shall have occurred since the date of the most recent Required
Appraisal or update thereof a material change in the circumstances surrounding
the related Mortgaged Property that would, in the Special Servicer's reasonable
judgment, materially affect the value of the related Mortgaged Property, and
(iii) no new Required Appraisal is obtained or conducted, as applicable, in
accordance with Section 3.09(a), within 60 days after such Mortgage Loan became
a Required Appraisal Loan, then (x) until such new Required Appraisal is
obtained or conducted, as applicable, in accordance with Section 3.09(a), the
Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of
such Required Appraisal Loan, and (y) upon receipt or performance, as
applicable, in accordance with Section 3.09(a), of such Required Appraisal or
update thereof by the Special Servicer, the Appraisal Reduction Amount for such
Required Appraisal Loan shall be recalculated in accordance with the preceding
sentence of this definition. For purposes of this definition, each Required
Appraisal Loan that is part of a Cross-Collateralized Group shall be treated
separately for the purposes of calculating any Appraisal Reduction Amount.

     "Appraised Value" shall mean, with respect to each Mortgaged Property or
REO Property, the appraised value thereof based upon the most recent appraisal
or update thereof prepared by an Independent Appraiser that is contained in the
related Servicing File or, in the case of any such property with or that had, as
the case may be, an allocated loan amount of, or securing a Mortgage Loan or
relating to an REO Mortgage Loan, as the case may be, with a Stated Principal
Balance of, less than $2,000,000, either (a) the most recent appraisal or update
thereof that is contained in the related Servicing File or (b) the most recent
"desktop" value estimate performed by the Special Servicer that is contained in
the related Servicing File.

     "ARD Mortgage Loan" shall mean any Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto) that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan (or successor REO Mortgage Loan) will accrue additional interest
at the rate specified in the related Mortgage Note and the related Mortgagor is
required to apply certain excess monthly cash flow generated by the related
Mortgaged Property to the repayment of the outstanding principal balance on such
Mortgage Loan.

     "Assignment of Leases" shall mean, with respect to any Mortgaged Property,
any assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor in connection with the origination of the related
Mortgage Loan.

     "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for each Due Date
coinciding with or following its Stated Maturity Date as of which such Mortgage
Loan remains outstanding and part of the Trust Fund (provided that such Mortgage
Loan was not paid in full, and no other Liquidation Event occurred in respect
thereof, before the end of the Collection Period in which the related Stated
Maturity Date occurs), the scheduled monthly payment of principal and/or
interest deemed to be due in respect of such Mortgage Loan on such Due Date
equal to the amount that would have been due in respect thereof on such Due Date
if such Mortgage Loan had been required to continue to accrue interest (other
than

                                      -12-
<PAGE>

Default Interest) in accordance with its terms, and to pay principal in
accordance with the amortization schedule (if any) in effect immediately prior
to, and without regard to the occurrence of, the related Stated Maturity Date;
and (b) with respect to any REO Mortgage Loan, for any Due Date as of which the
related REO Property remains part of the Trust Fund, the scheduled monthly
payment of principal and/or interest deemed to be due in respect thereof on such
Due Date equal to the Monthly Payment (or, in the case of a Balloon Mortgage
Loan described in clause (a) of this definition, the Assumed Monthly Payment)
that was due (or deemed due) in respect of the related Mortgage Loan on the last
Due Date prior to its becoming an REO Mortgage Loan.

     "ASTM" shall mean the American Society for Testing and Materials.

     "Authenticating Agent" shall mean any authenticating agent appointed
pursuant to Section 8.12 (or, in the absence of any such appointment, the
Trustee).

     "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without duplication, of (i)
the aggregate amount of all payments and other collections on or with respect to
the Mortgage Loans and any REO Properties (including, in the case of the initial
Distribution Date, the Initial Deposit) that (A) were Received by the Trust as
of the end of the related Collection Period and (B) are on deposit in the
Collection Account as of 12:00 noon (New York City time) on such Distribution
Date, (ii) the aggregate amount of any P&I Advances made by the Master Servicer
for distribution on the Certificates on such Distribution Date pursuant to
Section 4.03, (iii) the aggregate amount deposited by the Master Servicer in the
Collection Account for such Distribution Date pursuant to Section 3.19(a) in
connection with Prepayment Interest Shortfalls, (iv) to the extent not included
in clause (a)(i) of this definition, the aggregate amount transferred from the
Excess Liquidation Proceeds Account to the Collection Account pursuant to
Section 3.05(d) in respect of such Distribution Date and (v) to the extent not
included in the amount described in clause (a)(i) of this definition, if such
Distribution Date occurs during March of 2003 or March of any year thereafter,
the aggregate of the Interest Reserve Amounts transferred from the Interest
Reserve Account to the Collection Account in respect of the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans for distribution on
such Distribution Date; net of (b) the portion of the aggregate amount described
in clause (a) of this definition that represents one or more of the
following--(i) Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any amounts payable or reimbursable to any
Person from the Collection Account pursuant to clauses (ii) through (vi) of
Section 3.05(b), (iii) Prepayment Premiums, Yield Maintenance Charges, Excess
Defeasance Deposit Proceeds and/or Additional Interest, (iv) if such
Distribution Date occurs during January of 2003 or January of any year
thereafter that is not a leap year or during February of 2003 or February of any
year thereafter, the Interest Reserve Amounts with respect to the Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans to be
withdrawn from the Collection Account and deposited into the Interest Reserve
Account in respect of such Distribution Date and held for future distribution,
all pursuant to Section 3.04(c), and (vi) amounts deposited in the Collection
Account in error.

     "Balloon Mortgage Loan" shall mean any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Stated Maturity Date
and as to which, in accordance with such terms, the Scheduled Payment due on its
Stated Maturity Date is significantly larger than the Scheduled Payment due on
the Due Date next preceding its Stated Maturity Date.

                                      -13-
<PAGE>

     "Balloon Payment" shall mean, with respect to any Balloon Mortgage Loan as
of any date of determination, the payment, other than any regularly scheduled
monthly payment, due with respect to such Mortgage Loan at maturity.

     "Bid Allocation" shall mean, with respect to the Master Servicer or any
Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with such bid and
the transfer of servicing), multiplied by a fraction equal to (a) the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as
of such date of determination, over (b) the aggregate of the Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of such date of
determination.

     "Book-Entry Certificate" shall mean any Certificate registered in the name
of the Depository or its nominee.

     "Book-Entry Non-Registered Certificate" shall mean any Non-Registered
Certificate that constitutes a Book-Entry Certificate.

     "Book-Entry Subordinate Certificate" shall mean any Subordinate Certificate
that constitutes a Book-Entry Certificate.

     "Breach" shall have the meaning assigned thereto in Section 2.03(a).

     "Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, or in any of the cities in
which the Corporate Trust Office of the Trustee, the Primary Servicing Office of
the Master Servicer or the Primary Servicing Office of the Special Servicer are
located, are authorized or obligated by law or executive order to remain closed.

     "CERCLA" shall mean the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

     "Certificate" shall mean any one of the LB-UBS Commercial Mortgage Trust
2002-C7, Commercial Mortgage Pass-Through Certificates, Series 2002-C7, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

     "Certificate Factor" shall mean, with respect to any Class of Regular
Interest Certificates, as of any date of determination, a fraction, expressed as
a decimal carried to six places, the numerator of which is the then current
Class Principal Balance or Class Notional Amount, as the case may be, of such
Class of Regular Interest Certificates, and the denominator of which is the
Original Class Principal Balance or Original Class Notional Amount, as the case
may be, of such Class of Regular Interest Certificates.

     "Certificate Notional Amount" shall mean, with respect to any Interest Only
Certificate, as of any date of determination, the then notional amount of such
Certificate equal to the product of (a) the then Certificate Factor for the
Class of Interest Only Certificates to which such Certificate belongs,
multiplied by (b) the amount specified on the face of such Certificate as the
initial Certificate Notional Amount thereof.

                                      -14-
<PAGE>

     "Certificate Owner" shall mean, with respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.

     "Certificate Principal Balance" shall mean, with respect to any Principal
Balance Certificate, as of any date of determination, the then outstanding
principal balance of such Certificate equal to the product of (a) the then
Certificate Factor for the Class of Principal Balance Certificates to which such
Certificate belongs, multiplied by (b) the amount specified on the face of such
Certificate as the initial Certificate Principal Balance thereof.

     "Certificate Register" shall mean the register maintained pursuant to
Section 5.02.

     "Certificate Registrar" shall mean the registrar appointed pursuant to
Section 5.02.

     "Certificateholder" shall mean the Person in whose name a Certificate is
registered in the Certificate Register, except that: (i) neither a Disqualified
Organization nor a Disqualified Non-United States Tax Person shall be Holder of
a Residual Interest Certificate for any purpose hereof; and (ii) solely for the
purposes of giving any consent, approval or waiver pursuant to this Agreement
that relates to the rights and/or obligations of any of the Depositor, the
Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee in its
respective capacity as such, any Certificate registered in the name of the
Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent or the
Trustee, as the case may be, or any Certificate registered in the name of any of
its Affiliates, shall be deemed not to be outstanding, and the Voting Rights to
which it is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent,
approval or waiver that relates to it has been obtained. The Certificate
Registrar shall be entitled to request and rely upon a certificate of the
Depositor, the Master Servicer or the Special Servicer in determining whether a
Certificate is registered in the name of an Affiliate of such Person. All
references herein to "Certificateholders" shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the
Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Certificateholder" only the Person in whose name a Certificate
is registered in the Certificate Register.

     "Certificateholder Reports" shall mean, collectively, the Distribution Date
Statement, the Mortgage Pool Data Update Report, the Loan Payoff Notification
Report and the CMSA Investor Reporting Package.

     "Certifying Officer" shall have the meaning assigned thereto in Section
8.15(d).

     "Certifying Party" shall have the meaning assigned thereto in Section
8.15(d).

     "Class" shall mean, collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

     "Class A Certificates" shall mean the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-1b Certificates.

                                      -15-
<PAGE>

     "Class A-1 Certificate" shall mean any one of the Certificates with a
"Class A-1" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.


     "Class A-2 Certificate" shall mean any one of the Certificates with a
"Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

     "Class A-3 Certificate" shall mean any one of the Certificates with a
"Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

     "Class A-4 Certificate" shall mean any one of the Certificates with a
"Class A-4" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

     "Class A-1b Certificate" shall mean any one of the Certificates with a
"Class A-1b" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

     "Class A Principal Distribution Cross-Over Date" shall mean the first
Distribution Date as of the commencement of business on which (i) the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-1b Certificates, or any two or more
of such Classes, remain outstanding and (ii) the aggregate of the Class
Principal Balances of the Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S,
Class T and Class U Certificates have been reduced to zero as a result of the
allocation of Realized Losses and Additional Trust Fund Expenses pursuant to
Section 4.04(a).

     "Class B Certificate" shall mean any one of the Certificates with a "Class
B" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class C Certificate" shall mean any one of the Certificates with a "Class
C" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class D Certificate" shall mean any one of the Certificates with a "Class
D" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class E Certificate" shall mean any one of the Certificates with a "Class
E" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class F Certificate" shall mean any one of the Certificates with a "Class
F" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

                                      -16-
<PAGE>

     "Class G Certificate" shall mean any one of the Certificates with a "Class
G" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class H Certificate" shall mean any of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class J Certificate" shall mean any one of the Certificates with a "Class
J" designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class K Certificate" shall mean any of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class L Certificate" shall mean any of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class M Certificate" shall mean any of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class N Certificate" shall mean any of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class Notional Amount" shall mean the aggregate notional amount of a Class
of Interest Only Certificates outstanding as of any date of determination. As of
any date of determination, the Class Notional Amount of each Class of Interest
Only Certificates shall equal the then aggregate of the Component Notional
Amounts of all the REMIC III Components of such Class of Interest Only
Certificates; provided that, for reporting purposes, the Class Notional Amount
of the Class X-CP Certificates shall be calculated in accordance with the
Prospectus Supplement.

     "Class P Certificate" shall mean any of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class Principal Balance" shall mean the aggregate principal balance of any
Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall equal the Original Class Principal
Balance thereof. On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be permanently reduced by the
amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be further
permanently reduced by the amount of any Realized Losses and Additional Trust
Fund Expenses deemed allocated thereto on such Distribution Date pursuant to
Section 4.04(a).

                                      -17-
<PAGE>

     "Class Q Certificate" shall mean any of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class R-I Certificate" shall mean any one of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions.

     "Class R-II Certificate" shall mean any one of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions.

     "Class R-III Certificate" shall mean any one of the Certificates with a
"Class R-III" designation on the face thereof, substantially in the form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions.

     "Class R-LR Certificate" shall mean any one of the Certificates with a
"Class R-LR" designation on the face thereof, substantially in the form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole class of
"residual interests" in each Loan REMIC for purposes of the REMIC Provisions.

     "Class S Certificate" shall mean any of the Certificates with a "Class S"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class T Certificate" shall mean any of the Certificates with a "Class T"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class U Certificate" shall mean any of the Certificates with a "Class U"
designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "Class V Certificate" shall mean any of the Certificates with a "Class V"
designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing a pro rata undivided interest in the Grantor
Trust Assets.

     "Class V Sub-Account" shall mean a sub-account of the Collection Account
established pursuant to Section 3.04(b), which sub-account shall constitute an
asset of the Trust Fund and the Grantor Trust, but not an asset of any REMIC
Pool.

     "Class X-CL Certificate" shall mean any one of the Certificates with a
"Class X-CL" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 34 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

     "Class X-CP Certificate" shall mean any one of the Certificates with a
"Class X-CP" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 23 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

                                      -18-
<PAGE>

     "Clearstream" shall mean Clearstream Banking, societe anonyme or any
successor.

     "Closing Date" shall mean December 27, 2002.

     "CMSA" shall mean the Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the Controlling Class Representative.

     "CMSA Bond Level File" shall mean the monthly report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Bond Level File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Trustee.

     "CMSA Collateral Summary File" shall mean the report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Collateral Summary File" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the Trustee.

     "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Comparative Financial Status Report" available as
of the Closing Date on the CMSA Website, or such other form for the presentation
of such information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Comparative Financial Status Report" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable.

     "CMSA Delinquent Loan Status Report" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "CMSA Delinquent Loan Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time

                                      -19-
<PAGE>

be approved by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Delinquent Loan Status
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable.

     "CMSA Financial File" shall mean a report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Financial File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable. The initial data for this report shall be provided by
the respective Mortgage Loan Sellers.

     "CMSA Historical Liquidation Report" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Historical Liquidation Report" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally and, insofar
as it requires the presentation of information in addition to that called for by
the form of the "Historical Liquidation Report" available as of the Closing Date
on the CMSA Website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.

     "CMSA Historical Loan Modification Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Historical Loan Modification Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Historical Loan Modification
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable.

     "CMSA Investor Reporting Package" shall mean, collectively:

     (a) the following six electronic files: (i) CMSA Loan Setup File, (ii) CMSA
         Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA Bond
         Level File, (v) CMSA Financial File and (vi) CMSA Collateral Summary
         File; and

     (b) the following eight supplemental reports: (i) CMSA Delinquent Loan
         Status Report, (ii) CMSA Historical Loan Modification Report, (iii)
         CMSA Historical Liquidation Report, (iv) CMSA REO Status Report, (v)
         CMSA Operating Statement Analysis Report, (vi) CMSA Comparative
         Financial Status Report, (vii) CMSA Servicer Watch List and (viii) CMSA
         NOI Adjustment Worksheet.

     "CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Periodic Update File" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time

                                      -20-
<PAGE>

be approved by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Loan Periodic Update File"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, and the Trustee.
The initial data for this report shall be provided by the respective Mortgage
Loan Sellers.

     "CMSA Loan Setup File" shall mean the report substantially in the form of,
and containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Loan Setup File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable, and the Trustee.

     "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the Master
Servicer with respect to all the Performing Mortgage Loans, and by the Special
Servicer with respect to Specially Serviced Mortgage Loans and REO Mortgage
Loans, which report shall be substantially in the form of, and contain the
information called for in, the downloadable form of the "NOI Adjustment
Worksheet" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
is acceptable to the Master Servicer or the Special Servicer, as applicable.

     "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Operating Statement Analysis Report" available as
of the Closing Date on the CMSA Website or in such other form for the
presentation of such information and containing such additional information as
may from time to time be approved by the CMSA for commercial mortgage-backed
securities transactions generally and, insofar as it requires the presentation
of information in addition to that called for by the form of the "CMSA Operating
Statement Analysis Report" available as of the Closing Date on the CMSA Website,
is reasonably acceptable to the Master Servicer.

     "CMSA Property File" shall mean a report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Property File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.

     "CMSA REO Status Report" shall mean a report substantially in the form of,
and containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the

                                      -21-
<PAGE>

CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable.

     "CMSA Servicer Watch List" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Servicer Watch List" available as of the Closing Date on the CMSA Website, or
in such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Servicer Watch List" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or Special Servicer, as
applicable, and in any event, identifying as of the Determination Date
immediately preceding the delivery of such report each Performing Mortgage Loan
(i) with a debt service coverage ratio of less than 1.05x, (ii) that has a
Stated Maturity Date occurring in the next 60 days, (iii) that is delinquent in
respect of its real estate taxes, (iv) for which any outstanding Advances exist,
(v) that has been a Specially Serviced Mortgage Loan in the past 90 days, (vi)
for which the debt service coverage ratio has decreased by more than 10% in the
prior 12 months, (vii) for which any lease relating to more than 25% of the
related Mortgaged Property has expired, been terminated, is in default or will
expire within the next three months (with no replacement tenant having occupied
or reasonably expected, within the next 45 days, to occupy the space on
comparable terms), (viii) that has been late in making its Monthly Payment three
or more times in the preceding twelve months, (ix) with an expired material
deferred maintenance at the related Mortgaged Property, (x) that is 30 or more
days delinquent, (xi) to the extent the Master Servicer has actual knowledge
thereof, with respect to which a tenant or tenants occupying 25% of the related
Mortgaged Property are involved in bankruptcy or insolvency proceedings, or
(xii) in respect of which an inspection carried out pursuant to Section 3.12(a)
revealed a problem reasonably expected to materially and adversely affect the
cash flow of the related Mortgaged Property.

     "CMSA Website" shall mean the CMSA's Website located at "www.cssacmbs.org"
or such other primary website as the CMSA may establish for dissemination of its
report forms.

     "Code" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including temporary regulations and proposed regulations
to the extent that, by reason of their proposed effective date, could, as of the
date of any determination or opinion as to the tax consequences of any action or
proposed action or transaction, be applied to the Certificates.

     "Collection Account" shall mean the segregated account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b), which shall be
entitled "LaSalle Bank National Association [OR NAME OF ANY SUCCESSOR TRUSTEE],
as Trustee, in trust for the registered holders of LB-UBS Commercial Mortgage
Trust 2002-C7, Commercial Mortgage Pass-Through Certificates, Series 2002-C7".

     "Collection Period" shall mean, with respect to any Distribution Date or
Master Servicer Remittance Date, the period commencing on the day immediately
following the Determination Date in the calendar month preceding the month in
which such Distribution Date or Master Servicer Remittance Date, as the case may
be, occurs (or, in the case of each of the initial Distribution Date and the
initial

                                      -22-
<PAGE>

Master Servicer Remittance Date, commencing immediately following the Cut-off
Date) and ending on and including the Determination Date in the calendar month
in which such Distribution Date or Master Servicer Remittance Date, as the case
may be, occurs.

     "Commission" shall mean the Securities and Exchange Commission or any
successor agency.

     "Component Notional Amount" shall mean the notional amount on which any
REMIC III Component of any Class of Interest Only Certificates accrues interest,
which, as of any date of determination, is equal to the then current
Uncertificated Principal Balance of such REMIC III Component's Corresponding
REMIC II Regular Interest.

     "Condemnation Proceeds" shall mean all cash amounts Received by the Trust
in connection with the taking of all or a part of a Mortgaged Property or REO
Property by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be,
and the terms of the related Mortgage.

     "Controlling Class" shall mean, as of any date of determination, the
outstanding Class of Principal Balance Certificates that (a) bears the latest
alphabetic Class designation and (b) has a Class Principal Balance which is
greater than 25% of the Original Class Principal Balance of such Class; provided
that if no Class of Principal Balance Certificates has as of such date of
determination a Class Principal Balance greater than 25% of its Original Class
Principal Balance, then the Controlling Class shall be the then outstanding
Class of Principal Balance Certificates bearing the latest alphabetic Class
designation that has a Class Principal Balance greater than zero; and provided,
further, that, for purposes of determining the Controlling Class, the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-1b Certificates shall be deemed a
single Class of Certificates.

     "Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.

     "Controlling Class Representative" shall have the meaning assigned thereto
in Section 6.09(b).

     "Corporate Trust Office" shall mean the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services Group
- LB-UBS Commercial Mortgage Trust 2002-C7.

     "Corrected Mortgage Loan" shall mean any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be such in accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or the related
Mortgaged Property's becoming an REO Property).

     "Corresponding REMIC II Regular Interest" shall mean: (a) with respect to
any Class of Principal Balance Certificates, the REMIC II Regular Interest that
has an alphabetic or alphanumeric designation that is the same as the alphabetic
or alphanumeric, as the case may be, designation for such Class of Principal
Balance Certificates (provided that each of REMIC II Regular Interest A-1-1 and

                                      -23-
<PAGE>

REMIC II Regular Interest A-1-2 shall be a Corresponding REMIC II Regular
Interest with respect to the Class A-1 Certificates; each of REMIC II Regular
Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest
A-2-3 shall be a Corresponding REMIC II Regular Interest with respect to the
Class A-2 Certificates; each of REMIC II Regular Interest A-4-1, REMIC II
Regular Interest A-4-2 and REMIC II Regular Interest A-4-3 shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-4
Certificates; each of REMIC II Regular Interest A-1b-1, REMIC II Regular
Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II Regular Interest
A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II Regular Interest A-1b-6 and
REMIC II Regular Interest A-1b-7 shall be a Corresponding REMIC II Regular
Interest with respect to the Class A-1b Certificates; and each of REMIC II
Regular Interest H-1 and REMIC II Regular Interest H-2 shall be a Corresponding
REMIC II Regular Interest with respect to the Class H Certificates); (b) with
respect to any REMIC III Component of the Class X-CL Certificates, the REMIC II
Regular Interest that has an alphabetic or alphanumeric designation that, when
preceded by "X-CL-", is the same as the alphabetic or alphanumeric, as the case
may be, designation for such REMIC III Component of the Class X-CL Certificates;
and (c) with respect to any REMIC III Component of the Class X-CP Certificates,
the REMIC II Regular Interest that has an alphabetic or alphanumeric designation
that, when preceded by "X-CP-", is the same as the alphabetic or alphanumeric,
as the case may be, designation for such REMIC III Component of the Class X-CP
Certificates.

     "Cross-Collateralized Group" shall mean any group of Cross-Collateralized
Mortgage Loans.

     "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan that is
cross-defaulted and cross-collateralized with any other Mortgage Loan.

     "Custodial Account" shall mean the segregated account or accounts created
and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of
the Trustee in trust for the Certificateholders, which shall be entitled
"Wachovia Bank, National Association [OR THE NAME OF ANY SUCCESSOR MASTER
SERVICER], as Master Servicer, on behalf of LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
Pass-Through Certificates, Series 2002-C7, Custodial Account".

     "Custodian" shall mean a Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been appointed, or
if such custodian has been so appointed but the Trustee shall have terminated
such appointment, then the Trustee shall be the Custodian.

     "Cut-off Date" shall mean December 11, 2002.

     "Cut-off Date Balance" shall mean, (i) with respect to the Initial Deposit
Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of its
date of origination, and (ii) with respect to any other Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date, net
of all unpaid payments of principal due in respect thereof on or before such
date.

                                      -24-
<PAGE>

     "Default Charges" shall mean Default Interest and/or late payment charges
that are paid or payable, as the context may require, to the Trust in respect of
any Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

     "Default Interest" shall mean, with respect to any Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, any amounts Received by the
Trust thereon (other than late payment charges, Prepayment Premiums, Yield
Maintenance Charges or Excess Defeasance Deposit Proceeds) that represent
penalty interest (arising out of a default) in excess of: (i) interest accrued
on the principal balance of such Mortgage Loan (or successor REO Mortgage Loan),
at the related Mortgage Rate (net of any applicable Additional Interest Rate);
and (ii) in the case of an ARD Mortgage Loan after the related Anticipated
Repayment Date, any Additional Interest.

     "Defaulting Party" shall have the meaning assigned thereto in Section
7.01(b).

     "Defeasance Certificate" shall have the meaning assigned thereto in Section
3.20(k).

     "Defeasance Collateral" shall mean, with respect to any Defeasance Mortgage
Loan, the Government Securities required or permitted to be pledged in lieu of
prepayment pursuant to the terms thereof in order to obtain a release of the
related Mortgaged Property.

     "Defeasance Deposit Account" shall have the meaning assigned thereto in
Section 3.04(a).

     "Defeasance Mortgage Loan" shall mean any Mortgage Loan which requires the
related Mortgagor (or permits the holder of such loan to require the related
Mortgagor) to pledge Defeasance Collateral to the holder of such loan in lieu of
prepayment.

     "Definitive Certificate" shall have the meaning assigned thereto in Section
5.03(a).

     "Definitive Non-Registered Certificate" shall mean any Non-Registered
Certificate that has been issued as a Definitive Certificate.

     "Definitive Subordinate Certificate" shall mean any Subordinate Certificate
that has been issued as a Definitive Certificate.

     "Depositor" shall mean SASCO II.

     "Depositor Certification" shall have the meaning assigned thereto in
Section 8.15(j).

     "Depository" shall mean The Depository Trust Company or any successor
Depository hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depository for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act.

                                      -25-
<PAGE>

     "Depository Participant" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

     "Determination Date" shall mean the 11th calendar day of each month (or, if
such 11th day is not a Business Day, the Business Day immediately following),
commencing in January 2003.

     "Directly Operate" shall mean, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale or lease, the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by REMIC I (or, if held
thereby, the related Loan REMIC) other than through an Independent Contractor;
provided, however, that the Trustee (or the Special Servicer or any Sub-Servicer
on behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Special Servicer or any Sub-Servicer
on behalf of the Trustee) establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to
repairs or capital expenditures with respect to such REO Property.

     "Discount Rate" shall mean, with respect to any prepaid Mortgage Loan or
REO Mortgage Loan, for purposes of allocating any Prepayment Premium, Yield
Maintenance Charge or Excess Defeasance Deposit Proceeds Received by the Trust
with respect thereto among the respective Classes of the Principal Balance
Certificates (other than any Excluded Class thereof), a rate equal to the yield
(when compounded monthly) on the U.S. Treasury issue (primary issue) with a
maturity date closest to the maturity date or, in the case of an ARD Mortgage
Loan, the anticipated repayment date for such prepaid Mortgage Loan or REO
Mortgage Loan, as published in Federal Reserve Statistical Release H.15 (519)
published by the Federal Reserve Board; provided that if there are two such U.S.
Treasury issues (a) with the same coupon, the issue with the lower yield shall
apply, and (b) with maturity dates equally close to the maturity date for such
prepaid Mortgage Loan or REO Mortgage Loan, the issue with the earliest maturity
date shall apply.

     "Disqualified Non-United States Tax Person" shall mean, with respect to any
Residual Interest Certificate, any Non-United States Tax Person or agent thereof
other than: (1) a Non-United States Tax Person that (a) holds such Residual
Interest Certificate and, for purposes of Treasury regulation section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulation section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.

     "Disqualified Organization" shall mean any of the following: (i) the United
States, any State or any political subdivision thereof, any foreign government,
international organization, or any

                                      -26-
<PAGE>

agency or instrumentality of any of the foregoing; (ii) any organization (except
certain farmers' cooperatives described in Section 521 of the Code) that is
exempt from the tax imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
income); (iii) rural electric and telephone cooperatives described in Section
1381 of the Code; or (iv) any other Person so designated by the Trustee or the
Tax Administrator based upon an Opinion of Counsel that the holding of an
Ownership Interest in a Residual Interest Certificate by such Person may cause
the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates, other than such Person, to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Interest Certificate to such Person. The
terms "United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

     "Disqualified Partnership" shall mean any domestic entity classified as a
partnership under the Code if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

     "Distributable Certificate Interest" shall mean, with respect to any Class
of Regular Interest Certificates for any Distribution Date, an amount of
interest equal to the amount of Accrued Certificate Interest in respect of such
Class of Certificates for the related Interest Accrual Period, reduced (to not
less than zero) by that portion, if any, of the Net Aggregate Prepayment
Interest Shortfall for such Distribution Date allocated to such Class of
Certificates as provided below. The Net Aggregate Prepayment Interest Shortfall,
if any, for each Distribution Date shall be allocated among the respective
Classes of Regular Interest Certificates on a pro rata basis in accordance with,
the respective amounts of Accrued Certificate Interest for each such Class of
Certificates for the related Interest Accrual Period.

     "Distributable Component Interest" shall mean, with respect to any REMIC
III Component of any Class of Interest Only Certificates for any Distribution
Date, an amount of interest equal to the amount of Accrued Component Interest in
respect of such REMIC III Component for the related Interest Accrual Period,
reduced (to not less than zero) by the product of (i) the entire portion of any
Net Aggregate Prepayment Interest Shortfall for such Distribution Date that was
allocated to such Class of Interest Only Certificates in accordance with the
definition of "Distributable Certificate Interest", multiplied by (ii) a
fraction, the numerator of which is the amount of any Accrued Component Interest
in respect of such REMIC III Component for the related Interest Accrual Period,
and the denominator of which is the amount of the Accrued Certificate Interest
in respect of such Class of Interest Only Certificates for the related Interest
Accrual Period.

     "Distribution Date" shall mean the date each month, commencing in January
2003, on which, among other things, the Trustee is to make distributions on the
Certificates, which date shall be the fourth Business Day following the
Determination Date in such calendar month.

     "Distribution Date Statement" shall have the meaning assigned thereto in
Section 4.02(a).

     "Document Defect" shall have the meaning assigned thereto in Section
2.03(a).

     "Due Date" shall mean: (i) with respect to any Mortgage Loan on or prior to
its Stated Maturity Date, the day of the month set forth in the related Mortgage
Note on which each Monthly Payment on such Mortgage Loan is scheduled to be
first due; (ii) with respect to any Mortgage Loan after its Stated Maturity
Date, the day of the month set forth in the related Mortgage Note on which each
Monthly Payment on such Mortgage Loan had been scheduled to be first due; and
(iii) with respect to

                                      -27-
<PAGE>

any REO Mortgage Loan, the day of the month set forth in the related Mortgage
Note on which each Monthly Payment on the related Mortgage Loan had been
scheduled to be first due.

     "Early Defeasance Mortgage Loan" shall mean any Mortgage Loan that provides
the related Mortgagor with the option to defease all or a portion of such
Mortgage Loan prior to the second anniversary of the Closing Date. The Early
Defeasance Mortgage Loans are identified on Schedule IV hereto.

     "EDGAR" shall mean the Commission's Electronic Data Gathering, Analysis and
Retrieval system.

     "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least "A"
by Fitch and at least "AA-" (or, if such depository institution or trust company
has short-term unsecured debt obligations rated at least "A-1" by S&P, at least
"A-") by S&P (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to any Class of Certificates,
as evidenced in writing by such Rating Agency) at any time such funds are on
deposit therein (if such funds are to be held for more than 30 days), or the
short-term deposits of which are rated at least "F-1" by Fitch and at least
"A-1" by S&P (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event with respect to any Class of Certificates,
as evidenced in writing by such Rating Agency) at any time such funds are on
deposit therein (if such funds are to be held for 30 days or less); or (ii) a
segregated trust account maintained with the trust department of a federal or
state chartered depository institution or trust company acting in its fiduciary
capacity (which may be the Trustee), which has a combined capital and surplus of
at least $50,000,000, is subject to supervision or examination by federal or
state authority and, in the case of a state chartered depository institution or
trust company, is subject to regulations regarding fiduciary funds on deposit
therein substantially similar to 12 CFR (Section) 9.10(b); or (iii) any other
account, the use of which would not, in and of itself, cause an Adverse Rating
Event with respect to any Class of Certificates, as evidenced in writing by each
Rating Agency.

     "Environmental Assessment" shall mean a "Phase I assessment" as described
in and meeting the criteria of Chapter 5 of the Fannie Mae Multifamily Guide and
the ASTM Standard for Environmental Site Assessments, each as amended from time
to time.

     "Environmental Insurance Policy" shall mean, with respect to any Mortgaged
Property or REO Property, any insurance policy covering pollution conditions
and/or other environmental conditions that is maintained from time to time in
respect of such Mortgaged Property or REO Property, as the case may be, for the
benefit of, among others, the Trustee on behalf of the Certificateholders.

     "Environmentally Insured Mortgage Loans" shall mean the Mortgage Loans
identified on Schedule V hereto.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "Escrow Payment" shall mean any payment received by the Master Servicer or
the Special Servicer for the account of any Mortgagor for application toward the
payment of real estate

                                      -28-
<PAGE>

taxes, assessments, insurance premiums, ground rents (if applicable) and other
items for which an escrow has been created in respect of the related Mortgaged
Property.

     "Euroclear" shall mean The Euroclear System or any successor.

     "Event of Default" shall have the meaning assigned thereto in Section
7.01(a).

     "Excess Defeasance Deposit Proceeds" shall mean, with respect to an Early
Defeasance Mortgage Loan for which the related Mortgagor has exercised its
option to defease such Mortgage Loan prior to the second anniversary of the
Closing Date, the excess, if any, of the amount tendered by such Mortgagor to
defease such Mortgage Loan in accordance with the related loan documents, over
an amount equal to, with respect to such Mortgage Loan, the aggregate of the
amounts specified in clauses (a) through (d) of the definition of "Purchase
Price" in this Agreement.

     "Excess Liquidation Proceeds" shall mean the excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially Serviced
Mortgage Loan or REO Property, net of (i) interest on any related Advances, (ii)
any related Servicing Advances and (iii) any Liquidation Fee payable from such
Net Liquidation Proceeds, over (b) the amount needed to pay off the Mortgage
Loan or related REO Mortgage Loan in full.

     "Excess Liquidation Proceeds Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
Pass-Through Certificates, Series 2002-C7".

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Exchange Act Reports" shall have the meaning assigned thereto in Section
8.15(a).

     "Excluded Classes" shall mean, collectively, the Class L Certificates, the
Class M Certificates, the Class N Certificates, the Class P Certificates, the
Class Q Certificates, the Class S Certificates, the Class T Certificates and the
Class U Certificates.

     "Exemption-Favored Party" shall mean any of (i) Lehman Brothers, (ii) any
Person directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with Lehman Brothers, and (iii) any member
of any underwriting syndicate or selling group of which any Person described in
clauses (i) and (ii) is a manager or co-manager with respect to a Class of
Investment Grade Certificates.

     "Fannie Mae" shall mean the Federal National Mortgage Association or any
successor.

     "FASB 140" shall mean the Financial Accounting Standards Board's Statement
No. 140, entitled "Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities", issued in September 2002.

     "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.

                                      -29-
<PAGE>

     "FHLMC" shall mean the Federal Home Loan Mortgage Corporation or any
successor.

     "Final Distribution Date" shall mean the Distribution Date on which the
final distribution is to be made with respect to the Certificates in connection
with a termination of the Trust Fund pursuant to Article IX.

     "Final Recovery Determination" shall mean a determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan or REO Property
that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that the Special Servicer
has determined, in accordance with the Servicing Standard, will be ultimately
recoverable; provided that the term Final Recovery Determination shall not apply
to: (i) a Mortgage Loan that was paid in full; or (ii) a Mortgage Loan or REO
Property, as the case may be, that was purchased by (A) the Depositor pursuant
to Section 2.03, (B) the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement, (C) a Purchase Option Holder or its assignee
pursuant to Section 3.18, (D) the Depositor, Lehman Brothers, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant
to Section 9.01, or (E) the holder of a related mezzanine loan in connection
with a Mortgage Loan default, as set forth in the related intercreditor
agreement.

     "Fiscal Agent" shall mean ABN AMRO, in its capacity as fiscal agent
hereunder, or any successor fiscal agent appointed as herein provided.

     "Fitch" shall mean Fitch, Inc. or its successor in interest. If neither
such rating agency nor any successor remains in existence, "Fitch" shall be
deemed to refer to such other nationally recognized statistical rating agency or
other comparable Person designated by the Depositor, notice of which designation
shall be given to the Trustee, the Fiscal Agent, the Master Servicer and the
Special Servicer, and specific ratings of Fitch, Inc. herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.

     "FV Bid" shall have the meaning assigned thereto in Section 3.18(d).

     "FV Price" shall have the meaning assigned thereto in Section 3.18(c).

     "GAAP" shall mean generally accepted accounting principles in the United
States of America.

     "Global Certificate" shall mean, with respect to any Class of Book-Entry
Non-Registered Certificates, either the related Rule 144A Global Certificate or
the Regulation S Global Certificate.

     "Global Opinion" shall have the meaning assigned thereto in Section 11.12.

     "Government Securities" shall mean "Government Securities" as defined in
Section 2(a)(16) of the Investment Company Act of 1940, excluding any such
securities that are not acceptable to either Rating Agency as Defeasance
Collateral.

     "Grantor Trust" shall mean that certain "grantor trust" (within the meaning
of the Grantor Trust Provisions) consisting of the Grantor Trust Assets.

                                      -30-
<PAGE>

     "Grantor Trust Assets" shall mean any Additional Interest Received by the
Trust with respect to an ARD Mortgage Loan after its Anticipated Repayment Date.

     "Grantor Trust Provisions" shall mean Subpart E of Subchapter J of the
Code, including Treasury regulation section 301.7701-4(c)(2).

     "Ground Lease" shall mean, with respect to any Mortgage Loan for which the
related Mortgagor has a leasehold interest in the related Mortgaged Property,
the lease agreement(s) (including any lease agreement with respect to a master
space lease) creating such leasehold interest.

     "Group 1 Mortgage Loan" shall mean any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group No. 1.

     "Group 2 Mortgage Loan" shall mean any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group No. 2.

     "Harcourt Complex Mortgage Loan" shall mean the Mortgage Loan secured by
the Mortgaged Property identified on the Mortgage Loan Schedule as "Harcourt
Complex".

     "Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including those so identified
pursuant to CERCLA or any other federal, state or local environmental related
laws and regulations now existing or hereafter enacted, and specifically
including asbestos and asbestos-containing materials, polychlorinated biphenyls,
radon gas, petroleum and petroleum products and urea formaldehyde.

     "Holder" shall mean a Certificateholder.

     "HUD-Approved Servicer" shall mean a servicer that is a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to Sections 203 and
211 of the National Housing Act.

     "Independent" shall mean, when used with respect to any specified Person,
any such Person who (i) is in fact independent of the Depositor, each Mortgage
Loan Seller, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder and any and all Affiliates thereof, (ii) does not have any
direct financial interest in or any material indirect financial interest in any
of the Depositor, either Mortgage Loan Seller, the Master Servicer, the Special
Servicer, any Controlling Class Certificateholder or any Affiliate thereof, and
(iii) is not connected with the Depositor, either Mortgage Loan Seller, the
Master Servicer, the Special Servicer, any Controlling Class Certificateholder
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor, a
Mortgage Loan Seller, the Master Servicer, the Special Servicer, a Controlling
Class Certificateholder or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any class of securities issued by the
Depositor, such Mortgage Loan Seller, the Master Servicer, the Special Servicer,
such Controlling Class Certificateholder or any Affiliate thereof, as the case
may be, provided that such ownership constitutes less than 1% of the total
assets owned by such Person.

     "Independent Appraiser" shall mean an Independent professional real estate
appraiser who (i) is a member in good standing of the Appraisal Institute, (ii)
if the state in which the subject

                                      -31-
<PAGE>

Mortgaged Property is located certifies or licenses appraisers, is certified or
licensed in such state, and (iii) has a minimum of five years experience in the
subject property type and market.

     "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to REMIC I (or, solely for the purposes of
each Early Defeasance Mortgage Loan and any corresponding REO Property, the
related Loan REMIC) within the meaning of Section 856(d)(3) of the Code if REMIC
I (or, if applicable, the related Loan REMIC) were a real estate investment
trust (except that the ownership test set forth in that section shall be
considered to be met by any Person that owns, directly or indirectly, 35 percent
or more of any Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Master Servicer, the Special Servicer, the Trustee or the Trust
Fund, delivered to the Trustee), provided that (i) such REMIC Pool does not
receive or derive any income from such Person and (ii) the relationship between
such Person and such REMIC Pool is at arm's length, all within the meaning of
Treasury regulations section 1.856-4(b)(5); or (b) any other Person upon receipt
by the Trustee of an Opinion of Counsel, which shall be at no expense to the
Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the
effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor, will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code, or
cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property, due to such Person's failure to be treated as an
Independent Contractor.

     "Ineligible Purchaser" shall have the meaning assigned thereto in Section
5.02(c)).

     "Initial Bidder" shall have the meaning assigned thereto in Section
3.18(d).

     "Initial Deposit" shall mean an amount with respect to the Initial Deposit
Mortgage Loan equal to (a) the aggregate amount of interest that would have
accrued at the related Mortgage Rate on the Cut-off Date Balance of the Initial
Deposit Mortgage Loan had the Initial Deposit Mortgage Loan been originated on
the Cut-off Date, for the period from and including the Cut-off Date to but
excluding January 11, 2003, reduced by (b) any interest payment scheduled to be
received by the Trust in January 2003 with respect to the Initial Deposit
Mortgage Loan, which interest payment is intended to cover any interest actually
accrued on the Initial Deposit Mortgage Loan during any portion of such period.

     "Initial Deposit Mortgage Loan" shall mean the Mortgage Loan secured by the
Mortgaged Real Property identified on the Mortgage Loan Schedule as "The Capitol
at Chelsea".

     "Initial Harcourt Complex Assumption Fee" shall mean the first assumption
fee paid or payable, as the context may require, following the Closing Date
under the related loan documents in connection with an assumption of the
Harcourt Complex Mortgage Loan.

     "Initial Pool Balance" shall mean the aggregate of the Cut-off Date
Balances of the Mortgage Loans.

     "Institutional Accredited Investor" or "IAI" shall mean an "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity in which all of the equity owners come
within such paragraphs.

                                      -32-
<PAGE>

     "Insurance Policy" shall mean, with respect to any Mortgage Loan, any
hazard insurance policy, flood insurance policy, title policy, Environmental
Insurance Policy or other insurance policy that is maintained from time to time
in respect of such Mortgage Loan or the related Mortgaged Property.

     "Insurance Proceeds" shall mean the proceeds paid under any Insurance
Policy, to the extent such proceeds are not applied to the restoration of the
related Mortgaged Property, released to the Mortgagor, or any tenants or ground
lessors, as the case may be, pursuant to the terms of the related Mortgage or
lease, in accordance with the Servicing Standard.

     "Insured Environmental Event" shall have the meaning assigned thereto in
Section 3.07(d).

     "Interest Accrual Basis" shall mean the basis on which interest accrues in
respect of any Mortgage Loan, any Loan REMIC Regular Interest, any REMIC I
Regular Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular REMIC III Component of a Class of Interest Only
Certificates, in each case consisting of one of the following: (i) a 360-day
year consisting of twelve 30-day months; (ii) actual number of days elapsed in a
360-day year; (iii) actual number of days elapsed in a 365-day year; or (iv)
actual number of days elapsed in an actual calendar year (taking account of leap
year).

     "Interest Accrual Period" shall mean, with respect to any Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II Regular Interest,
any Class of Regular Interest Certificates or any particular REMIC III Component
of a Class of Interest Only Certificates, for any Distribution Date, the period
commencing on the 11th calendar day of the month immediately preceding the month
in which such Distribution Date occurs and ending on the 10th calendar day of
the month in which such Distribution Date occurs.

     "Interested Person" shall mean the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, any Certificateholder, or any
Affiliate of any such Person.

     "Interest Only Certificates" shall mean, collectively, the Class X-CL and
Class X-CP Certificates.

     "Interest Reserve Account" shall mean the segregated account or accounts
(or the segregated sub-account of the Collection Account) created and maintained
by the Trustee pursuant to Section 3.04(c) in trust for Certificateholders,
which shall be entitled "LaSalle Bank National Association [OR THE NAME OF ANY
SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial Mortgage Trust 2002-C7, Commercial Mortgage Pass-Through
Certificates, Series 2002-C7".

     "Interest Reserve Amount" shall mean, with respect to each Interest Reserve
Mortgage Loan and Interest Reserve REO Mortgage Loan, for any Distribution Date
that occurs during February of 2003 or February of any year thereafter or during
January of 2003 or January of any year thereafter that is not a leap year, an
amount equal to one day's interest accrued at the related Mortgage Rate (net of
the related Additional Interest Rate in the case of an ARD Mortgage Loan or any
successor REO Mortgage Loan with respect to an ARD Mortgage Loan after the
related Anticipated Repayment Date) on the related Stated Principal Balance as
of the Due Date in the month in which such Distribution Date

                                      -33-
<PAGE>

occurs (but prior to the application of any amounts due on such Due Date), to
the extent that a Monthly Payment is Received by the Trust in respect thereof
for such Due Date as of the related Determination Date or a P&I Advance is made
under this Agreement in respect thereof for such Due Date by such Distribution
Date.

     "Interest Reserve Mortgage Loan" shall mean any Mortgage Loan that accrues
interest on an Actual/360 Basis.

     "Interest Reserve REO Mortgage Loan" shall mean any REO Mortgage Loan that
relates to a predecessor Interest Reserve Mortgage Loan.

     "Investment Account" shall have the meaning assigned thereto in Section
3.06(a).

     "Investment Grade Certificate" shall mean, as of any date of determination,
a Certificate that is rated in one of the four highest generic rating categories
by at least one Rating Agency.

     "IRS" shall mean the Internal Revenue Service or any successor agency.

     "LaSalle" shall mean LaSalle Bank National Association or its successor in
interest.

     "Late Collections" shall mean: (a) with respect to any Mortgage Loan, all
amounts Received by the Trust in connection therewith during any Collection
Period, whether as payments, Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or otherwise, which represent late collections of the
principal and/or interest portions of a Monthly Payment (other than a Balloon
Payment) or an Assumed Monthly Payment in respect of such Mortgage Loan due or
deemed due on a Due Date in a previous Collection Period, or on a Due Date
coinciding with or preceding the Cut-off Date, and not previously recovered; and
(b) with respect to any REO Mortgage Loan, all amounts Received by the Trust in
connection with the related REO Property during any Collection Period, whether
as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues
or otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of the predecessor Mortgage Loan, or the principal
and/or interest portions of an Assumed Monthly Payment in respect of such REO
Mortgage Loan, due or deemed due on a Due Date in a previous Collection Period
and not previously recovered.

     "Legal Final Distribution Date" shall mean, with respect to any Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II Regular Interest,
any Class of Regular Interest Certificates or any particular REMIC III Component
of the Class X-CP or Class X-CL Certificates, the "latest possible maturity
date" thereof, calculated solely for purposes of satisfying Treasury regulation
section 1.860G-1(a)(4)(iii).

     "Lehman Brothers" shall mean Lehman Brothers Inc. or its successor in
interest.

     "Lehman/Depositor Mortgage Loan Purchase Agreement" shall mean that certain
Mortgage Loan Purchase Agreement dated as of December 18, 2002, between the
Lehman Mortgage Loan Seller and the Depositor.

                                      -34-
<PAGE>

     "Lehman Mortgage Loan" shall mean any Mortgage Loan transferred by the
Lehman Mortgage Loan Seller to the Depositor, pursuant to the Lehman/Depositor
Mortgage Loan Purchase Agreement.

     "Lehman Mortgage Loan Seller" shall mean Lehman Brothers Holdings Inc.,
doing business as Lehman Capital, a Division of Lehman Brothers Holdings Inc.,
or its successor in interest.

     "Liquidation Event" shall mean: (a) with respect to any Mortgage Loan, any
of the following events--(i) such Mortgage Loan is paid in full, (ii) a Final
Recovery Determination is made with respect to such Mortgage Loan, (iii) such
Mortgage Loan is repurchased by the Depositor pursuant to Section 2.03 or by the
UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement (including a repurchase of an Early Defeasance Mortgage Loan in
connection with the related Mortgagor's early exercise of its right to defease
the Mortgage Loan), (iv) such Mortgage Loan is purchased by a Purchase Option
Holder or its assignee pursuant to Section 3.18, (v) such Mortgage Loan is
purchased by the Depositor, Lehman Brothers, the Special Servicer, a Controlling
Class Certificateholder or the Master Servicer pursuant to Section 9.01, or (vi)
such Mortgage Loan is purchased by the holder of a related mezzanine loan on
behalf of the related Mortgagor in connection with a Mortgage Loan default, as
set forth in the related intercreditor agreement; and (b) with respect to any
REO Property (and the related REO Mortgage Loan), any of the following
events--(i) a Final Recovery Determination is made with respect to such REO
Property, or (ii) such REO Property is purchased by the Depositor, Lehman
Brothers, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01.

     "Liquidation Expenses" shall mean all customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property pursuant to Sections 3.09 or 3.18 (including legal
fees and expenses, committee or referee fees and, if applicable, brokerage
commissions and conveyance taxes).

     "Liquidation Fee" shall mean the fee designated as such in, and payable to
the Special Servicer in connection with certain specified events in respect of a
Specially Serviced Mortgage Loan or an REO Property pursuant to, Section
3.11(c).

     "Liquidation Fee Rate" shall mean, with respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.

     "Liquidation Proceeds" shall mean all cash amounts (other than Insurance
Proceeds, Condemnation Proceeds and REO Revenues) Received by the Trust in
connection with: (i) the full or partial liquidation of a Mortgaged Property or
other collateral constituting security for a defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note
and Mortgage; (ii) the realization upon any deficiency judgment obtained against
a Mortgagor; (iii) the purchase of a Specially Serviced Mortgage Loan by a
Purchase Option Holder or its assignee pursuant to Section 3.18; (iv) the
repurchase of a Mortgage Loan by the Depositor pursuant to Section 2.03 or by
the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement (including a repurchase of an Early Defeasance Mortgage Loan
in connection with the related Mortgagor's early exercise of its right to
defease the Mortgage Loan); (v) the purchase of a Mortgage Loan or REO Property
by the Depositor,

                                      -35-
<PAGE>

Lehman Brothers, the Special Servicer, a Controlling Class Certificateholder or
the Master Servicer pursuant to Section 9.01; or (vi) the purchase of a Mortgage
Loan by the holder of a related mezzanine loan on behalf of the related
Mortgagor in connection with a Mortgage Loan default, as set forth in the
related intercreditor agreement.

     "Loan Group" shall mean either of Loan Group No. 1 or Loan Group No. 2.

     "Loan Group No. 1" shall mean, collectively, all of the Mortgage Loans that
are Group 1 Mortgage Loans and any successor REO Mortgage Loans with respect
thereto.

     "Loan Group No. 1 Available Distribution Amount" shall mean, with respect
to any Distribution Date, that portion, if any, of the Available Distribution
Amount attributable to Loan Group No. 1.

     "Loan Group No. 1 Principal Distribution Amount" shall mean, with respect
to any Distribution Date, that portion, if any, of the Principal Distribution
Amount attributable to Loan Group No. 1.

     "Loan Group No. 2" shall mean, collectively, all of the Mortgage Loans that
are Group 2 Mortgage Loans and any successor REO Mortgage Loans with respect
thereto.

     "Loan Group No. 2 Available Distribution Amount" shall mean, with respect
to any Distribution Date, that portion, if any, of the Available Distribution
Amount attributable to Loan Group No. 2.

     "Loan Group No. 2 Principal Distribution Amount" shall mean, with respect
to any Distribution Date, that portion, if any, of the Principal Distribution
Amount attributable to Loan Group No. 2.

     "Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached hereto, and
setting forth for each Mortgage Loan as to which written notice of anticipated
payoff has been received by the Master Servicer as of the Determination Date
preceding the delivery of such report, among other things, the Mortgage Loan
number, the property name, the ending scheduled loan balance for the Collection
Period ending on such Determination Date, the expected date of payment, the
expected related Distribution Date and the estimated amount of the Yield
Maintenance Charge or Prepayment Premium due (if any).

     "Loan REMIC" shall mean, with respect to any Early Defeasance Mortgage
Loan, the segregated pool of assets, as to which a separate REMIC election is to
be made, consisting of: (i) such Mortgage Loan (for so long as it is subject to
this Agreement) and all payments under and proceeds of such Mortgage Loan
Received by the Trust after the Closing Date (other than scheduled payments of
interest and principal due on or before the Cut-off Date and, if applicable,
other than Additional Interest Received by the Trust in respect of such Mortgage
Loan after its Anticipated Repayment Date, if any), together with all documents
included in the related Mortgage File; (ii) any REO Property acquired in respect
of such Mortgage Loan (for so long as it is subject to this Agreement) and all
income and proceeds therefrom; (iii) such funds or assets as from time to time
are deposited in the Custodial Account, the Collection Account, the Interest
Reserve Account and, if established, the REO Account with respect to such
Mortgage Loan, exclusive of, if applicable, any amounts that represent
Additional

                                      -36-
<PAGE>

Interest Received by the Trust in respect of such Mortgage Loan after its
Anticipated Repayment Date, if any; and (iv) insofar as they relate to such
Mortgage Loan, the rights of the Depositor under the UBS/Depositor Mortgage Loan
Purchase Agreement (but only if such Mortgage Loan is a UBS Mortgage Loan).

     "Loan REMIC Interest" shall mean either a Loan REMIC Regular Interest or a
Loan REMIC Residual Interest.

     "Loan REMIC Regular Interest" shall mean the uncertificated "regular
interest" within the meaning of Section 860G(a)(1) of the Code, in a Loan REMIC.

     "Loan REMIC Remittance Rate" shall mean: (a) with respect to any Loan REMIC
Regular Interest that, as of the Closing Date, corresponds to a Mortgage Loan
that accrues interest on a 30/360 Basis, a rate per annum that is, for any
Interest Accrual Period, equal to (i) the Mortgage Rate in effect for such
corresponding Mortgage Loan as of the Closing Date (without regard to any
modifications, extensions, waivers or amendments of such corresponding Mortgage
Loan subsequent to the Closing Date), minus (ii) the Administrative Cost Rate
for such corresponding Mortgage Loan (or any successor REO Mortgage Loan with
respect thereto); and (b) with respect to any Loan REMIC Regular Interest that,
as of the Closing Date, corresponds to a Mortgage Loan that accrues interest on
an Actual/360 Basis, a rate per annum that is, for any Interest Accrual Period,
equal to (i) a fraction (expressed as a percentage), the numerator of which is
the product of 12 times the Adjusted Actual/360 Accrued Interest Amount with
respect to such Loan REMIC Regular Interest for such Interest Accrual Period,
and the denominator of which is the Uncertificated Principal Balance of such
Loan REMIC Regular Interest immediately prior to the Distribution Date that
corresponds to such Interest Accrual Period, minus (ii) the Administrative Cost
Rate for the corresponding Mortgage Loan (or any successor REO Mortgage Loan
with respect thereto).

     "Loan REMIC Residual Interest" shall mean the sole uncertificated "residual
interest", within the meaning of Section 860G(a)(2) of the Code, in each Loan
REMIC.

     "Lockout Period" shall mean, with respect to any Mortgage Loan that
prohibits the Mortgagor from prepaying such loan until a date specified in the
related Mortgage Note or other loan document, the period from the Closing Date
until such specified date.

     "Master Servicer" shall mean Wachovia, in its capacity as master servicer
hereunder, or any successor master servicer appointed as herein provided.

     "Master Servicer Remittance Amount" shall mean, with respect to any Master
Servicer Remittance Date, an amount equal to: (a) the aggregate amount of all
payments and other collections on or with respect to the Mortgage Loans and any
related REO Properties that (A) were Received by the Trust as of the close of
business on the immediately preceding Determination Date and (B) are on deposit
or are required to be on deposit in the Custodial Account as of 12:00 noon (New
York City time) on such Master Servicer Remittance Date, including any such
payments and other collections transferred to the Custodial Account from the REO
Account (if established); net of (b) the portion of the aggregate amount
described in clause (a) of this definition that represents one or more of the
following--(i) Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any amount payable or reimbursable to any
Person from the Custodial Account pursuant to clauses

                                      -37-
<PAGE>

(ii) through (xvi) of Section 3.05(a), (iii) any Excess Liquidation Proceeds and
(iv) any amounts deposited in the Custodial Account in error.

     "Master Servicer Remittance Date" shall mean the date each month,
commencing in January 2003, on which, among other things, the Master Servicer is
required to (i) make P&I Advances and (ii) transfer the Master Servicer
Remittance Amount and any Excess Liquidation Proceeds to the Trustee, which date
shall be the Business Day immediately preceding each Distribution Date.

     "Master Servicing Fee" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the fee designated as
such and payable to the Master Servicer pursuant to Section 3.11(a).

     "Master Servicing Fee Rate" shall mean, with respect to each Mortgage Loan
and REO Mortgage Loan, a rate per annum equal to the related Administrative Cost
Rate minus the Trustee Fee Rate.

     "Material Breach" shall have the meaning assigned thereto in Section
2.03(a).

     "Material Document Defect" shall have the meaning assigned thereto in
Section 2.03(a).

     "Modified Loan" shall mean any Mortgage Loan as to which any Servicing
Transfer Event has occurred and which has been modified by the Special Servicer
pursuant to Section 3.20 in a manner that:

     (a) affects the amount or timing of any payment of principal or interest
due thereon (other than, or in addition to, bringing Monthly Payments current
with respect to such Mortgage Loan);

     (b) except as expressly contemplated by the related loan documents, results
in a release of the lien of the related Mortgage on any material portion of the
related Mortgaged Property without a corresponding Principal Prepayment in an
amount, or the delivery of substitute real property collateral with a fair
market value (as is), that is not less than the fair market value (as is) of the
property to be released, as determined by an appraisal delivered to the Special
Servicer (at the expense of the related Mortgagor and upon which the Special
Servicer may conclusively rely); or

     (c) in the reasonable, good faith judgment of the Special Servicer,
otherwise materially impairs the security for such Mortgage Loan or materially
reduces the likelihood of timely payment of amounts due thereon.

     "Monthly Payment" shall mean, with respect to any Mortgage Loan, as of any
Due Date, the scheduled monthly debt service payment (or, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, the monthly debt service
payment required to be paid on a current basis) on such Mortgage Loan that is
actually payable by the related Mortgagor from time to time under the terms of
the related Mortgage Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or by reason of a modification, extension, waiver or amendment granted
or agreed to by the Special Servicer pursuant to Section 3.20, including any
Balloon Payment payable in respect of such Mortgage Loan on such Due Date;
provided that the Monthly Payment due in respect of any Mortgage Loan shall not
include Default Interest; and

                                      -38-
<PAGE>

provided, further, that the Monthly Payment due in respect of any ARD Mortgage
Loan after its Anticipated Repayment Date shall not include Additional Interest.

     "Moody's" shall mean Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee, the Fiscal
Agent, the Master Servicer and the Special Servicer, and specific ratings of
Moody's Investors Service, Inc. herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.

     "Mortgage" shall mean, with respect to any Mortgage Loan, the mortgage,
deed of trust, deed to secure debt or similar instrument that secures the
related Mortgage Note and creates a lien on the related Mortgaged Property.

     "Mortgage File" shall mean, with respect to any Mortgage Loan, the
following documents collectively:

     (i)       the original executed Mortgage Note for such Mortgage Loan,
               endorsed (without recourse, representation or warranty, express
               or implied) to the order of "LaSalle Bank National Association,
               as trustee for the registered holders of LB-UBS Commercial
               Mortgage Trust 2002-C7, Commercial Mortgage Pass-Through
               Certificates, Series 2002-C7" or in blank, and further showing a
               complete, unbroken chain of endorsement from the originator (if
               such originator is other than the related Mortgage Loan Seller)
               (or, alternatively, if the original executed Mortgage Note has
               been lost, a lost note affidavit and indemnity with a copy of
               such Mortgage Note);

     (ii)      an original or copy of the Mortgage, together with originals or
               copies of any and all intervening assignments thereof, in each
               case (unless the particular item has not been returned from the
               applicable recording office) with evidence of recording indicated
               thereon;

     (iii)     an original or copy of any related Assignment of Leases (if such
               item is a document separate from the Mortgage), together with
               originals or copies of any and all intervening assignments
               thereof, in each case (unless the particular item has not been
               returned from the applicable recording office) with evidence of
               recording indicated thereon;

     (iv)      an original executed assignment, in recordable form (except for
               recording information not yet available if the instrument being
               assigned has not been returned from the applicable recording
               office), of (A) the Mortgage and (B) any related Assignment of
               Leases (if such item is a document separate from the Mortgage),
               in favor of "LaSalle Bank National Association, in its capacity
               as trustee for the registered holders of LB-UBS Commercial
               Mortgage Trust 2002-C7, Commercial Mortgage Pass-Through
               Certificates, Series 2002-C7" (or, in each case, a copy thereof,
               certified to be the copy of such assignment submitted for
               recording);

                                      -39-
<PAGE>

     (v)       an original or copy of the assignment of all unrecorded documents
               relating to the Mortgage Loan, in favor of "LaSalle Bank National
               Association, as trustee for the registered holders of LB-UBS
               Commercial Mortgage Trust 2002-C7, Commercial Mortgage
               Pass-Through Certificates, Series 2002-C7");

     (vi)      originals or copies of final written modification agreements in
               those instances where the terms or provisions of the Mortgage
               Note for such Mortgage Loan or the related Mortgage have been
               modified as to a monetary term or other material term thereof, in
               each case (unless the particular item has not been returned from
               the applicable recording office) with evidence of recording
               indicated thereon if the instrument being modified is a
               recordable document;

     (vii)     the original or a copy of the policy or certificate of lender's
               title insurance issued in connection with such Mortgage Loan (or,
               if such policy has not been issued, a "marked-up" pro forma title
               policy marked as binding and countersigned by the title insurer
               or its authorized agent, or an irrevocable, binding commitment to
               issue such title insurance policy);

     (viii)    with respect to Mortgage Loans secured by hospitality properties
               only, filed copies (with evidence of filing) of any prior
               effective UCC Financing Statements in favor of the originator of
               such Mortgage Loan or in favor of any assignee prior to the
               Trustee (but only to the extent the related Mortgage Loan Seller
               had possession of such UCC Financing Statements prior to the
               Closing Date) and an original assignment thereof, as appropriate,
               in form suitable for filing, in favor of "LaSalle Bank National
               Association, in its capacity as trustee for the registered
               holders of LB-UBS Commercial Mortgage Trust 2002-C7, Commercial
               Mortgage Pass-Through Certificates, Series 2002-C7";

     (ix)      an original or copy of the related Ground Lease relating to such
               Mortgage Loan, if any;

     (x)       an original or copy of the related loan agreement, if any;

     (xi)      an original of the related guaranty of payment under, or a copy
               of the original letter of credit in connection with, such
               Mortgage Loan, if any;

     (xii)     an original or copy of the lock-box agreement or cash management
               agreement relating to such Mortgage Loan, if any;

     (xiii)    an original or copy of the environmental indemnity from the
               related Mortgagor, if any;

     (xiv)     an original or copy of the related security agreement (if such
               item is a document separate from the Mortgage) and, if
               applicable, the originals or copies of any intervening
               assignments thereof;

     (xv)      an original assignment of the related security agreement (if such
               item is a document separate from the Mortgage and if such item is
               not included in the

                                      -40-
<PAGE>

               assignment described in clause (v)), in favor of "LaSalle Bank
               National Association, in its capacity as trustee for the
               registered holders of LB-UBS Commercial Mortgage Trust 2002-C7,
               Commercial Mortgage Pass-Through Certificates, Series 2002-C7";

     (xvi)     in the case of any Mortgage Loan as to which there exists a
               related mezzanine loan, the related intercreditor agreement; and

     (xvii)    an original or copy of any related Environmental Insurance
               Policy;

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (vi) and (ix) through (xvii) of this definition, shall be
deemed to include such documents only to the extent the Trustee or a Custodian
on its behalf has actual knowledge of their existence.

     "Mortgage Loan" shall mean each of the mortgage loans listed on the
Mortgage Loan Schedule and from time to time held in the Trust Fund. As used
herein, the term "Mortgage Loan" includes the related Mortgage Note, Mortgage
and other security documents contained in the related Mortgage File or otherwise
held on behalf of the Trust.

     "Mortgage Loan Purchase Agreements" shall mean the Lehman/Depositor
Mortgage Loan Purchase Agreement and the UBS/Depositor Mortgage Loan Purchase
Agreement.

     "Mortgage Loan Schedule" shall mean the list of Mortgage Loans transferred
on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Schedule I (and also delivered to the Trustee and the Master Servicer in a
computer readable format). Such list shall set forth the following information
with respect to each Mortgage Loan:

     (i)       the Mortgage Loan number;

     (ii)      the street address (including city, state and zip code) and name
               of the related Mortgaged Property;

     (iii)     the Cut-off Date Balance;

     (iv)      the amount of the Monthly Payment due on the first Due Date
               following the Closing Date;

     (v)       the original Mortgage Rate;

     (vi)      the (A) remaining term to stated maturity and (B) Stated Maturity
               Date;

     (vii)     in the case of a Balloon Mortgage Loan, the remaining
               amortization term;

     (viii)    the Interest Accrual Basis;

     (ix)      the (A) Administrative Cost Rate and (B) primary servicing fee
               rate;

                                      -41-
<PAGE>

     (x)       whether the Mortgage Loan is secured by a Ground Lease;

     (xi)      the related Mortgage Loan Seller;

     (xii)     whether the related Mortgage Loan is a Defeasance Loan;

     (xiii)    whether such Mortgage Loan is an ARD Mortgage Loan and, if so,
               the Anticipated Repayment Date and Additional Interest Rate;

     (xiv)     whether the Mortgage Loan is a Cross-Collateralized Mortgage Loan
               and the Cross-Collateralized Group to which it belongs; and

     (xv)      the applicable Loan Group to which such Mortgage Loan belongs.

     "Mortgage Loan Sellers" shall mean the Lehman Mortgage Loan Seller and the
UBS Mortgage Loan Seller, together.

     "Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.

     "Mortgage Pool" shall mean all of the Mortgage Loans and any successor REO
Mortgage Loans, collectively.

     "Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Mortgage Loans as of the end of the related Collection Period, which report
shall contain substantially the categories of information regarding the Mortgage
Loans set forth on Annexes A-1 through A-6 to the Prospectus Supplement
(calculated, where applicable, on the basis of the most recent relevant
information provided by the Mortgagors to the Master Servicer or the Special
Servicer, as the case may be, and by the Master Servicer or the Special
Servicer, as the case may be, to the Trustee), and which information shall be
presented in tabular format substantially similar to the format utilized on such
annexes and shall also include a loan-by-loan listing (in descending balance
order) showing loan number, property type, location, unpaid principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest portion of the
Monthly Payment, principal portion of the Monthly Payment, and any Prepayment
Premium, Yield Maintenance Charge or Excess Defeasance Deposit Proceeds
received.

     "Mortgage Rate" shall mean, with respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the related annualized rate
at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan from time to time in accordance with the related Mortgage Note and
applicable law, as such rate may be modified in accordance with Section 3.20 or
in connection with a bankruptcy, insolvency or similar proceeding involving the
related Mortgagor. In the case of each ARD Mortgage Loan, the related Mortgage
Rate shall increase in accordance with the related Mortgage Note if the
particular loan is not paid in full by its Anticipated Repayment Date.

     "Mortgaged Property" shall mean the real property subject to the lien of a
Mortgage.

                                      -42-
<PAGE>

     "Mortgagor" shall mean, individually and collectively, as the context may
require, the obligor or obligors under a Mortgage Loan, including any Person
that has not signed the related Mortgage Note but owns an interest in the
related Mortgaged Property, which interest has been encumbered to secure such
Mortgage Loan.

     "Net Adjusted REMIC II Remittance Rate" shall mean:

     (a)       with respect to REMIC II Regular Interest A-1-2, for any Interest
               Accrual Period, 3.170% per annum;

     (b)       with respect to each of REMIC II Regular Interest A-2-1, REMIC II
               Regular Interest A-2-2 and REMIC II Regular Interest A-2-3, for
               any Interest Accrual Period, 3.899% per annum;

     (c)       with respect to REMIC II Regular Interest A-3, for any Interest
               Accrual Period, 4.659% per annum;

     (d)       with respect to each of REMIC II Regular Interest A-4-1, REMIC II
               Regular Interest A-4-2 and REMIC II Regular Interest A-4-3, for
               any Interest Accrual Period, 4.960% per annum;

     (e)       with respect to each of REMIC II Regular Interest A-1b-2, REMIC
               II Regular Interest A-1b-3, REMIC II Regular Interest A-1b-4,
               REMIC II Regular Interest A-1b-5, REMIC II Regular Interest
               A-1b-6 and REMIC II Regular Interest A-1b-7, for any Interest
               Accrual Period, 4.271% per annum;

     (f)       with respect to REMIC II Regular Interest B, for any Interest
               Accrual Period, 5.081% per annum;

     (g)       with respect to REMIC II Regular Interest C, for any Interest
               Accrual Period, 5.101% per annum;

     (h)       with respect to REMIC II Regular Interest D, for any Interest
               Accrual Period, an annual rate equal to the lesser of (i) 5.160%
               per annum and (ii) the Weighted Average REMIC I Remittance Rate
               for such Interest Accrual Period;

     (i)       with respect to REMIC II Regular Interest E, for any Interest
               Accrual Period, an annual rate equal to the lesser of (i) 5.209%
               per annum and (ii) the Weighted Average REMIC I Remittance Rate
               for such Interest Accrual Period;

     (j)       with respect to REMIC II Regular Interest F, for any Interest
               Accrual Period, an annual rate equal to the lesser of (i) 5.248%
               per annum and (ii) the Weighted Average REMIC I Remittance Rate
               for such Interest Accrual Period;

     (k)       with respect to REMIC II Regular Interest G, for any Interest
               Accrual Period, an annual rate equal to the lesser of (i) 5.333%
               per annum and (ii) the Weighted Average REMIC I Remittance Rate
               for such Interest Accrual Period;

                                      -43-
<PAGE>

     (l)       with respect to each of REMIC II Regular Interest H-1 and REMIC
               II Regular Interest H-2, for any Interest Accrual Period, an
               annual rate equal to the lesser of (i) 5.747% per annum and (ii)
               the Weighted Average REMIC I Remittance Rate for such Interest
               Accrual Period; and

     (m)       with respect to REMIC II Regular Interest J, for any Interest
               Accrual Period, an annual rate equal to the lesser of (i) 5.750%
               per annum and (ii) the Weighted Average REMIC I Remittance Rate
               for such Interest Accrual Period.

     "Net Aggregate Prepayment Interest Shortfall" shall mean, with respect to
any Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments and/or, insofar as they result from the application of
Insurance Proceeds and/or Condemnation Proceeds, other early recoveries of
principal Received by the Trust on the Mortgage Loans (including Specially
Serviced Mortgage Loans) during the related Collection Period, exceeds (b) the
aggregate amount deposited by the Master Servicer in the Collection Account for
such Distribution Date pursuant to Section 3.19(a) in connection with such
Prepayment Interest Shortfalls.

     "Net Default Charges" shall have the meaning assigned thereto in Section
3.25(a).

     "Net Investment Earnings" shall mean, with respect to any Investment
Account for any Collection Period, the amount, if any, by which the aggregate of
all interest and other income realized during such Collection Period on funds
held in such Investment Account (exclusive, in the case of a Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion of such
interest or other income payable to a Mortgagor in accordance with the related
loan documents and applicable law), exceeds the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of such
funds in accordance with Section 3.06 (exclusive, in the case of a Servicing
Account, a Reserve Account or the Defeasance Deposit Account, of any portion of
such losses that were incurred in connection with investments made for the
benefit of a Mortgagor).

     "Net Investment Loss" shall mean, with respect to any Investment Account
for any Collection Period, the amount by which the aggregate of all losses, if
any, incurred during such Collection Period in connection with the investment of
funds held in such Investment Account in accordance with Section 3.06
(exclusive, in the case of a Servicing Account, a Reserve Account or the
Defeasance Deposit Account, of any portion of such losses that were incurred in
connection with investments made for the benefit of a Mortgagor), exceeds the
aggregate of all interest and other income realized during such Collection
Period on such funds (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such interest or
other income payable to a Mortgagor in accordance with the related loan
documents and applicable law).

     "Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially Serviced Mortgage
Loan or REO Property, over the amount of all Liquidation Expenses incurred with
respect thereto.

     "Net Prepayment Consideration" shall mean the Prepayment Consideration
Received by the Trust with respect to any Mortgage Loan or REO Mortgage Loan,
net of any Workout Fee or Liquidation Fee payable therefrom.

                                      -44-
<PAGE>

     "New Lease" shall mean any lease of REO Property entered into at the
direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Trustee.

     "Nonrecoverable Advance" shall mean any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.

     "Nonrecoverable P&I Advance" shall mean any P&I Advance previously made or
proposed to be made in respect of any Mortgage Loan or REO Mortgage Loan by the
Master Servicer, the Trustee or the Fiscal Agent, which P&I Advance such party
has determined in its reasonable, good faith judgment, will not be ultimately
recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of such Mortgage
Loan or REO Mortgage Loan, as the case may be.

     "Nonrecoverable Servicing Advance" shall mean any Servicing Advance
previously made or proposed to be made in respect of any Mortgage Loan or REO
Property by the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, which Servicing Advance such party has determined, in its reasonable,
good faith judgment, will not be ultimately recoverable from late payments,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan or REO Property, as the case may
be.

     "Non-Registered Certificate" shall mean any Certificate that has not been
the subject of registration under the Securities Act. As of the Closing Date,
the Class X-CL, Class X-CP, Class A-1b, Class H, Class J, Class K, Class L,
Class M, Class N, Class P, Class Q, Class S, Class T, Class U, Class R-I, Class
R-II, Class R-III, Class R-LR and Class V Certificates are Non-Registered
Certificates.

     "Non-United States Tax Person" shall mean any Person other than a United
States Tax Person.

     "Officer's Certificate" shall mean a certificate signed by a Servicing
Officer of the Master Servicer or the Special Servicer, as the case may be or by
a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be,
and shall mean with respect to any other Person, a certificate signed by any of
the Chairman of the Board, the Vice Chairman of the Board, the President, any
Vice President or Managing Director, an Assistant Vice President or any other
authorized officer (however denominated) or another officer customarily
performing functions similar to those performed by any of the above designated
officers or, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

     "Opinion of Counsel" shall mean a written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor, the Master Servicer
or the Special Servicer, acceptable in form and delivered to the Trustee or any
other specified Person, as the case may be, except that any opinion of counsel
relating to (a) the qualification of REMIC I, REMIC II or REMIC III or a Loan
REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) qualification of
the Grantor Trust as a grantor trust, (d) whether any act or event would cause
an Adverse REMIC Event or Adverse Grantor Trust Event, as may be applicable, or
(e) the resignation of the Master Servicer or the Special Servicer pursuant to
this Agreement, must be a written opinion of Independent counsel acceptable to
and delivered to the Trustee or any other specified Person, as the case may be.

                                      -45-
<PAGE>

     "Original Class Notional Amount" shall mean, with respect to any Class of
Interest Only Certificates, the initial Class Notional Amount of each such Class
as of the Closing Date, which shall equal $1,186,963,272, in the case of the
Class X-CL Certificates, and $1,036,505,000, in the case of the Class X-CP
Certificates.

     "Original Class Principal Balance" shall mean, with respect to any Class of
Principal Balance Certificates, the initial Class Principal Balance thereof as
of the Closing Date, in each case as specified in the Preliminary Statement.

     "OTS" shall mean the Office of Thrift Supervision or any successor thereto.

     "Ownership Interest" shall mean, as to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

     "P&I Advance" shall mean, as to any Mortgage Loan or REO Mortgage Loan, any
advance made by the Master Servicer, the Trustee or the Fiscal Agent pursuant to
Section 4.03.

     "Pass-Through Rate" shall mean:

     (a) with respect to the Class A-1 Certificates for any Interest Accrual
Period, 3.170% per annum;

     (b) with respect to the Class A-2 Certificates for any Interest Accrual
Period, 3.899% per annum;

     (c) with respect to the Class A-3 Certificates for any Interest Accrual
Period, 4.659% per annum;

     (d) with respect to the Class A-4 Certificates for any Interest Accrual
Period, 4.960% per annum;

     (e) with respect to the Class A-1b Certificates for any Interest Accrual
Period, 4.271% per annum;

     (f) with respect to the Class B Certificates for any Interest Accrual
Period, 5.081% per annum;

     (g) with respect to the Class C Certificates for any Interest Accrual
Period, 5.101% per annum;

     (h) with respect to the Class D Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.160% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

     (i) with respect to the Class E Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.209% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                                      -46-
<PAGE>

     (j) with respect to the Class F Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.248% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

     (k) with respect to the Class G Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.333% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

     (l) with respect to the Class H Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.747% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

     (m) with respect to the Class J Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.750% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

     (n) with respect to the Class K Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.750% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

     (o) with respect to each other Class of Principal Balance Certificates for
any Interest Accrual Period, an annual rate equal to the lesser of (i) 5.098%
per annum and (ii) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period;

     (p) with respect to each REMIC III Component of the Class X-CL Certificates
for any Interest Accrual Period, an annual rate equal to the excess, if any, of
(i) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period, over (ii) the Adjusted REMIC II Remittance Rate for such Interest
Accrual Period applicable to the Corresponding REMIC II Regular Interest for
such REMIC III Component;

     (q) with respect to the Class X-CL Certificates for any Interest Accrual
Period, an annual rate equal to the weighted average (expressed as a percentage
and rounded to six decimal places) of the Pass-Through Rates applicable to the
respective REMIC III Components of such Class for such Interest Accrual Period,
weighted on the basis of the respective Component Notional Amounts of such REMIC
III Components outstanding immediately prior to the related Distribution Date;

     (r) with respect to each REMIC III Component of the Class X-CP Certificates
for any Interest Accrual Period, an annual rate equal to the excess, if any, of
(X) the lesser of (i) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period, and (ii) the Adjusted REMIC II Remittance Rate for such
Interest Accrual Period applicable to the Corresponding REMIC II Regular
Interest for such REMIC III Component, over (Y) the Net Adjusted REMIC II
Remittance Rate for such Interest Accrual Period applicable to the Corresponding
REMIC II Regular Interest for such REMIC III Component; and

     (s) with respect to the Class X-CP Certificates for any Interest Accrual
Period, an annual rate equal to the weighted average (expressed as a percentage
and rounded to six decimal places) of the Pass-Through Rates applicable to the
respective REMIC III Components of such Class for such Interest Accrual Period,
weighted on the basis of the respective Component Notional Amounts of such

                                      -47-
<PAGE>

REMIC III Components outstanding immediately prior to the related Distribution
Date; provided that, for reporting purposes, the Pass-Through Rate of the Class
X-CP Certificates shall be calculated in accordance with the Prospectus
Supplement.

     The Weighted Average REMIC I Remittance Rate referenced above in this
definition is also the REMIC II Remittance Rate for each REMIC II Regular
Interest.

     "Percentage Interest" shall mean: (a) with respect to any Regular Interest
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Certificate
as of the Closing Date, as specified on the face thereof, and the denominator of
which is the Original Class Principal Balance or Original Class Notional Amount,
as the case may be, of the relevant Class; and (b) with respect to a Class V or
Residual Interest Certificate, the percentage interest in distributions to be
made with respect to the relevant Class, as stated on the face of such
Certificate.

     "Performing Mortgage Loan" shall mean any Corrected Mortgage Loan and any
Mortgage Loan as to which a Servicing Transfer Event has never occurred.

     "Permitted Encumbrances" shall have the meaning assigned thereto in Section
2.04(b)(viii).

     "Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of the Trustee if
otherwise qualifying hereunder):

     (i)       direct obligations of, or obligations fully guaranteed as to
               timely payment of principal and interest by, the United States or
               any agency or instrumentality thereof (having original maturities
               of not more than 365 days), provided that such obligations are
               backed by the full faith and credit of the United States. Such
               obligations must be limited to those instruments that have a
               predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change. Interest may either be fixed or
               variable. If such interest is variable, interest must be tied to
               a single interest rate index plus a single fixed spread (if any),
               and move proportionately with that index;

     (ii)      repurchase obligations with respect to any security described in
               clause (i) of this definition (having original maturities of not
               more than 365 days), provided that the short-term deposit or debt
               obligations of the party agreeing to repurchase such obligations
               are rated in the highest rating category of each of Fitch and S&P
               (or, in the case of either Rating Agency, such lower rating as
               will not result in an Adverse Rating Event with respect to any
               Class of Certificates, as evidenced in writing by such Rating
               Agency). In addition, any such item by its terms must have a
               predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change. Interest may either be fixed or
               variable. If such interest is variable, interest must be tied to
               a single interest rate index plus a single fixed spread (if any),
               and move proportionately with that index;

     (iii)     certificates of deposit, time deposits, demand deposits and
               bankers' acceptances of any bank or trust company organized under
               the laws of the United States or any

                                      -48-
<PAGE>

               state thereof (having original maturities of not more than 365
               days), the short term obligations of which are rated in the
               highest rating category of each of Fitch and S&P (or, in the case
               of either Rating Agency, such lower rating as will not result in
               an Adverse Rating Event with respect to any Class of
               Certificates, as evidenced in writing by such Rating Agency). In
               addition, any such item by its terms must have a predetermined
               fixed dollar amount of principal due at maturity that cannot vary
               or change. Interest may either be fixed or variable. If such
               interest is variable, interest must be tied to a single interest
               rate index plus a single fixed spread (if any), and move
               proportionately with that index;

     (iv)      commercial paper (having original maturities of not more than 90
               days) of any corporation incorporated under the laws of the
               United States or any state thereof (or if not so incorporated,
               the commercial paper is United States Dollar denominated and
               amounts payable thereunder are not subject to any withholding
               imposed by any non-United States jurisdiction) which is rated in
               the highest rating category of each of Fitch and S&P (or, in the
               case of either Rating Agency, such lower rating as will not
               result in an Adverse Rating Event with respect to any Class of
               Certificates, as evidenced in writing by such Rating Agency). In
               addition, such commercial paper by its terms must have a
               predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change. Interest may either be fixed or
               variable. If such interest is variable, interest must be tied to
               a single interest rate index plus a single fixed spread (if any),
               and move proportionately with that index;

     (v)       units of money market funds rated in the highest applicable
               rating category of each of Fitch and S&P (or, in the case of
               either Rating Agency, such lower rating as will not result in an
               Adverse Rating Event with respect to any Class of Certificates,
               as evidenced in writing by such Rating Agency) and which seeks to
               maintain a constant net asset value; and

     (vi)      any other obligation or security that (A) is acceptable to each
               Rating Agency, evidence of which acceptability shall be (1) in
               the case of either Rating Agency, evidenced in a writing by such
               Rating Agency to the effect that that such obligation or security
               will not result in an Adverse Rating Event with respect to any
               Class of Certificates, or (2) otherwise evidenced in a writing by
               each Rating Agency to the Master Servicer, the Special Servicer
               and the Trustee, and (B) constitutes a "cash flow investment"
               (within the meaning of the REMIC Provisions), as evidenced by an
               Opinion of Counsel obtained at the expense of the Person that
               wishes to include such obligation or security as a Permitted
               Investment;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; (2) no investment described hereunder may be purchased
at a price greater than par if such investment may be prepaid or called at a
price less than its purchase price prior to stated maturity; and (3) no
investment described hereunder may have a "r" highlighter or other comparable
qualifier attached to its rating.

                                      -49-
<PAGE>

     "Permitted Transferee" shall mean any Transferee of a Residual Interest
Certificate other than (a) a Disqualified Organization, (b) any Person as to
whom, as determined by the Trustee (based upon an Opinion of Counsel, obtained
at the request of the Trustee at the expense of such Person or the Person
seeking to Transfer a Residual Interest Certificate, supporting such
determination), the Transfer of a Residual Interest Certificate may cause any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is
outstanding, (c) a Disqualified Non-United States Tax Person, (d) a Disqualified
Partnership, or (e) a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of a United States Tax Person.

     "Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Plan" shall have the meaning assigned thereto in Section 5.02(c).

     "Plurality Residual Interest Certificateholder" shall mean, as to any
taxable year of any REMIC Pool, the Holder of Certificates entitled to the
largest percentage of the Voting Rights allocated to the related Class of
Residual Interest Certificates.

     "Prepayment Assumption" shall mean, for purposes of determining the accrual
of original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, the assumption that no Mortgage
Loan is prepaid prior to stated maturity, except that it is assumed that each
ARD Mortgage Loan is repaid on its Anticipated Repayment Date.

     "Prepayment Consideration" shall mean any Prepayment Premium, Yield
Maintenance Charge and/or Excess Defeasance Deposit Proceeds.

     "Prepayment Consideration Entitlement" shall mean:

     (i) with respect to (A) any Distribution Date on which any Net Prepayment
Consideration Received by the Trust on any Group 1 Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) is distributable and (B) any
Class of Principal Balance Certificates (other than any Excluded Class) that is
entitled to distributions of principal with respect to Loan Group No. 1 on such
Distribution Date, for purposes of determining the portion of such Net
Prepayment Consideration distributable with respect to such Class of Principal
Balance Certificates, an amount equal to the product of (x) such Net Prepayment
Consideration, multiplied by (y) a fraction (not greater than 1.0 or less than
0.0), the numerator of which is equal to the excess, if any, of the Pass-Through
Rate for such Class of Principal Balance Certificates over the relevant Discount
Rate, and the denominator of which is equal to the excess, if any, of the
Mortgage Rate for such Mortgage Loan (or REO Mortgage Loan) over the relevant
Discount Rate, and further multiplied by (z) a fraction, the numerator of which
is equal to the amount of principal to be distributed on such Class of Principal
Balance Certificates on such Distribution Date pursuant to Section 4.01(a) or
9.01, as applicable, with respect to Loan Group No. 1, and the denominator of
which is equal to the Loan Group No. 1 Principal Distribution Amount for such
Distribution Date; and

     (ii) with respect to (A) any Distribution Date on which any Net Prepayment
Consideration Received by the Trust on any Group 2 Mortgage Loan (or any
successor REO Mortgage

                                      -50-
<PAGE>

Loan with respect thereto) is distributable and (B) any Class of Principal
Balance Certificates (other than any Excluded Class) that is entitled to
distributions of principal with respect to Loan Group No. 2 on such Distribution
Date, for purposes of determining the portion of such Net Prepayment
Consideration distributable with respect to such Class of Principal Balance
Certificates, an amount equal to the product of (x) such Net Prepayment
Consideration, multiplied by (y) a fraction (not greater than 1.0 or less than
0.0), the numerator of which is equal to the excess, if any, of the Pass-Through
Rate for such Class of Principal Balance Certificates over the relevant Discount
Rate, and the denominator of which is equal to the excess, if any, of the
Mortgage Rate for such Mortgage Loan (or REO Mortgage Loan) over the relevant
Discount Rate, and further multiplied by (z) a fraction, the numerator of which
is equal to the amount of principal to be distributed on such Class of Principal
Balance Certificates on such Distribution Date pursuant to Section 4.01(a) or
9.01, as applicable, with respect to Loan Group No. 2, and the denominator of
which is equal to the Loan Group No. 2 Principal Distribution Amount for such
Distribution Date.

     For purposes of the foregoing, to the extent that payments of principal on
any Class of Principal Balance Certificates could be made from principal amounts
allocable to Loan Group No. 1 or principal amounts allocable to Loan Group No.
2, the Trustee shall assume that those payments of principal on that Class of
Principal Balance Certificates are made from amounts allocable to each Loan
Group, on a pro rata basis in accordance with the respective amounts allocable
to each Loan Group that were available for payment on that Class.

     "Prepayment Interest Excess" shall mean, with respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part made (or, if
resulting from the application of Insurance Proceeds or Condemnation Proceeds,
any other early recovery of principal received) after its Due Date in any
Collection Period, any payment of interest (net of related Master Servicing
Fees) actually collected from the related Mortgagor or otherwise and intended to
cover interest accrued on such Principal Prepayment during the period from and
after such Due Date (exclusive, however, of any related Prepayment Premium,
Yield Maintenance Charge or Excess Defeasance Deposit Proceeds that may have
been collected and, in the case of an ARD Mortgage Loan after its Anticipated
Repayment Date, further exclusive of any Additional Interest).

     "Prepayment Interest Shortfall" shall mean, with respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part made (or, if
resulting from the application of Insurance Proceeds or Condemnation Proceeds,
any other early recovery of principal received) prior to its Due Date in any
Collection Period, the amount of interest, to the extent not collected from the
related Mortgagor or otherwise (without regard to any Prepayment Premium, Yield
Maintenance Charge or Excess Defeasance Deposit Proceeds that may have been
collected), that would have accrued at a rate per annum equal to the related
Mortgage Rate (net of the sum of the related Master Servicing Fee Rate and, in
the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the
related Additional Interest Rate) on the amount of such Principal Prepayment
during the period from the date to which interest was paid by the related
Mortgagor to, but not including, such Due Date.

     "Prepayment Premium" shall mean any premium, penalty or fee (other than a
Yield Maintenance Charge or Excess Defeasance Deposit Proceeds) paid or payable,
as the context requires, as a result of a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan.

                                      -51-
<PAGE>

     "Primary Servicing Office" shall mean the offices of the Master Servicer or
the Special Servicer, as the context may require, that are primarily responsible
for such party's servicing obligations hereunder. As of the Closing Date, the
Primary Servicing Office of the Master Servicer is located at 8739 Research
Drive, URP4, Charlotte, North Carolina 28262-1075, and the Primary Servicing
Office of the Special Servicer is located at 1601 Washington Avenue, Suite 800,
Miami Beach, Florida 33139.

     "Prime Rate" shall mean the "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate", then the
Trustee shall select an equivalent publication that publishes such "prime rate";
and if such "prime rate" is no longer generally published or is limited,
regulated or administered by a governmental or quasi-governmental body, then the
Trustee shall select a comparable interest rate index. In either case, such
selection shall be made by the Trustee in its sole discretion and the Trustee
shall notify the Fiscal Agent, the Master Servicer and the Special Servicer in
writing of its selection.

     "Principal Balance Certificate" shall mean any Regular Interest Certificate
(other than an Interest Only Certificate).

     "Principal Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the aggregate (without duplication) of the
following:

     (a) the aggregate of all payments of principal (other than Principal
Prepayments) Received by the Trust with respect to the Mortgage Loans during the
related Collection Period, in each case exclusive of any portion of the
particular payment that represents a Late Collection of principal for which a
P&I Advance was previously made under this Agreement for a prior Distribution
Date or that represents the principal portion of a Monthly Payment due on or
before the Cut-off Date or on a Due Date subsequent to the related Collection
Period;

     (b) the aggregate of the principal portions of all Monthly Payments due in
respect of the Mortgage Loans for their respective Due Dates occurring during
the related Collection Period, that were Received by the Trust prior to the
related Collection Period;

     (c) the aggregate of all Principal Prepayments Received by the Trust on the
Mortgage Loans during the related Collection Period;

     (d) the aggregate of all Liquidation Proceeds, Condemnation Proceeds and
Insurance Proceeds Received by the Trust with respect to any Mortgage Loans
during the related Collection Period that were identified and applied by the
Master Servicer as recoveries of principal of such Mortgage Loans, in each case
exclusive of any portion of such proceeds that represents a Late Collection of
principal due on or before the Cut-off Date or for which a P&I Advance was
previously made under this Agreement for a prior Distribution Date;

     (e) the aggregate of all Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds and REO Revenues Received by the Trust with respect to any
REO Properties during the related Collection Period that were identified and
applied by the Master Servicer as recoveries of principal of the related REO
Mortgage Loans, in each case exclusive of any portion of such proceeds and/or
revenues that represents a Late Collection of principal due on or before the
Cut-off Date or for which a P&I Advance was previously made under this Agreement
for a prior Distribution Date; and

                                      -52-
<PAGE>

     (f) the aggregate of the principal portions of all P&I Advances made under
this Agreement with respect to the Mortgage Loans and any REO Mortgage Loans for
such Distribution Date.

     "Principal Prepayment" shall mean any voluntary payment of principal made
by the Mortgagor on a Mortgage Loan that is Received by the Trust in advance of
its scheduled Due Date and that is not accompanied by an amount of interest
(without regard to any Prepayment Premium, Yield Maintenance Charge or Excess
Defeasance Deposit Proceeds that may have been collected) representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

     "Prohibited Transaction Exemption" shall mean Prohibited Transaction
Exemption 91-14 granted to a predecessor of Lehman Brothers by the United States
Department of Labor, as such Prohibited Transaction Exemption may be amended
from time to time.

     "Proposed Plan" shall have the meaning assigned thereto in Section
3.17(a)(iii).

     "Prospectus" shall mean the prospectus dated October 28, 2002, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

     "Prospectus Supplement" shall mean the prospectus supplement dated December
18, 2002, relating to the Registered Certificates.

     "Purchase Option Holders" shall have the meaning assigned thereto in
Section 3.18(b).

     "Purchase Price" shall mean, with respect to any Mortgage Loan (or REO
Property), a cash price equal to the aggregate of: (a) the outstanding principal
balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date
of purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the
related REO Mortgage Loan) to, but not including, the Due Date in the Collection
Period of purchase (exclusive, however, of any portion of such accrued but
unpaid interest that represents Default Interest or, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, Additional Interest), (c)
all related unreimbursed Servicing Advances, if any, (d) all accrued and unpaid
interest, if any, in respect of related Advances in accordance with, as
applicable, Section 3.11(g) and/or Section 4.03(d), and (e) in the case of a
repurchase by the Depositor pursuant to Section 2.03 or by the UBS Mortgage Loan
Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, (i) to
the extent not otherwise included in the amount described in clause (d) of this
definition, any unpaid Special Servicing Fees and other Additional Trust Fund
Expenses with respect to such Mortgage Loan (or REO Property), including any
Liquidation Fee payable because the subject repurchase occurred more than 180
days beyond the earlier of notice to or discovery by the party effecting the
repurchase of the subject Material Document Defect or Material Breach that gave
rise to the repurchase, and (ii) to the extent not otherwise included in the
amount described in clause (c) of this definition, any costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee (on behalf
of the Trust) in enforcing the obligation of such Person to purchase such
Mortgage Loan.

     "Qualified Bidder" shall have the meaning assigned thereto in Section
7.01(c).

     "Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act.

                                      -53-
<PAGE>

     "Qualified Insurer" shall mean an insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction.

     "Rated Final Distribution Date" shall mean: (a) with respect to the Class
A-1, Class A-2 and Class A-3 Certificates, the Distribution Date in December
2026; (b) with respect to the Class A-4 and Class A-1b Certificates, the
Distribution Date in December 2031; and (c) with respect to the other Classes of
Certificates, other than the Class X-CL, Class X-CP, Class U, Class R-I, Class
R-II, Class R-III, Class R-LR and Class V Certificates, the Distribution Date in
January 2036.

     "Rating Agency" shall mean each of Fitch and S&P.

     "Realized Loss" shall mean: (1) with respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, or with respect to any
successor REO Mortgage Loan as to which a Final Recovery Determination has been
made as to the related REO Property, an amount (not less than zero) equal to the
excess, if any, of (a) the sum of (i) the unpaid principal balance of such
Mortgage Loan or REO Mortgage Loan, as the case may be, as of the commencement
of the Collection Period in which the Final Recovery Determination was made,
plus (ii) without taking into account the amount described in subclause (1)(b)
of this definition, all accrued but unpaid interest on such Mortgage Loan or
such REO Mortgage Loan, as the case may be, to but not including the Due Date in
the Collection Period in which the Final Recovery Determination was made
(exclusive, however, of any portion of such accrued but unpaid interest that
represents Default Interest or, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, Additional Interest), over (b) all payments and
proceeds, if any, Received by the Trust in respect of such Mortgage Loan or, to
the extent allocable to such REO Mortgage Loan, the related REO Property, as the
case may be, during the Collection Period in which such Final Recovery
Determination was made, insofar as such payments and proceeds are allocable to
interest (other than Default Interest and Additional Interest) on or principal
of such Mortgage Loan or REO Mortgage Loan; (2) with respect to each Mortgage
Loan as to which any portion of the principal or previously accrued interest
payable thereunder was canceled in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, extension, waiver
or amendment of such Mortgage Loan granted or agreed to by the Special Servicer
pursuant to Section 3.20, the amount of such principal and/or interest (other
than Default Interest and, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, Additional Interest) so canceled; and (3) with
respect to each Mortgage Loan as to which the Mortgage Rate thereon has been
permanently reduced and not recaptured for any period in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, extension, waiver or amendment of such Mortgage Loan granted or
agreed to by the Special Servicer pursuant to Section 3.20, the amount of the
consequent reduction in the interest portion of each successive Monthly Payment
due thereon (each such Realized Loss shall be deemed to have been incurred on
the Due Date for each affected Monthly Payment).

     "Received by the Trust" shall mean, in the case of any Mortgage Loan or REO
Property, received by the Master Servicer or any of its Sub-Servicers, the
Special Servicer or any of its Sub-Servicers or the Trustee, as the case may be,
in any event on behalf of the Trust.

     "Record Date" shall mean, with respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

     "Recording/Filing Agent" shall have the meaning assigned thereto in Section
2.01(c).

                                      -54-
<PAGE>

     "Reference Rate" shall mean, with respect to any Interest Accrual Period,
the rate per annum set forth on the Reference Rate Schedule.

     "Reference Rate Schedule" shall mean the list of Reference Rates set forth
on the schedule attached hereto as Schedule VI.

     "Registered Certificate" shall mean any Certificate that has been the
subject of registration under the Securities Act. As of the Closing Date, the
Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E,
Class F and Class G Certificates are Registered Certificates.

     "Regular Interest Certificate" shall mean any REMIC III Certificate other
than a Class R-III Certificate.

     "Regulation S" shall mean Regulation S under the Securities Act.

     "Regulation S Global Certificates" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, one or more global Certificates,
collectively, in definitive, fully registered form without interest coupons,
each of which Certificates bears a Regulation S Legend.

     "Regulation S Legend" shall mean, with respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the date that is
40 days after the later of (a) the commencement of the offering to Persons other
than distributors in reliance on Regulation S, and (b) the date of closing of
the offering, except pursuant to an exemption from the registration requirements
of the Securities Act.

     "Regulation S Release Date" shall have the meaning assigned thereto in
Section 5.02(b).

     "Regulation S Transfer Date" shall have the meaning assigned thereto in
Section 5.02(b).

     "Reimbursement Rate" shall mean the rate per annum applicable to the
accrual of interest, compounded annually, on Servicing Advances in accordance
with Section 3.11(g) and on P&I Advances in accordance with Section 4.03(d),
which rate per annum is equal to the Prime Rate.

     "REMIC" shall mean a "real estate mortgage investment conduit" as defined
in Section 860D of the Code.

     "REMIC I" shall mean the segregated pool of assets constituting the primary
trust created hereby and to be administered hereunder with respect to which a
separate REMIC election is to be made, and consisting of: (i) the Mortgage Loans
(exclusive of the Early Defeasance Mortgage Loans) as from time to time are
subject to this Agreement and all payments under and proceeds of such Mortgage
Loans Received by the Trust after the Closing Date (other than scheduled
payments of interest and principal due on or before the Cut-off Date, other than
Additional Interest Received by the Trust in respect of the ARD Mortgage Loans
after their respective Anticipated Repayment Dates and other than the Retained
Assumption Fee), together with all documents included in the related Mortgage
Files; (ii) any REO Properties as from time to time are subject to this
Agreement and all income and proceeds therefrom

                                      -55-
<PAGE>

(other than an REO Property acquired in respect of an Early Defeasance Mortgage
Loan); (iii) the Loan REMIC Regular Interests; (iv) such funds or assets
(including the Initial Deposit) as from time to time are deposited in the
Custodial Account, the Collection Account, the Interest Reserve Account and, if
established, the REO Account, exclusive of any amounts that represent Additional
Interest Received by the Trust in respect of the ARD Mortgage Loans after their
respective Anticipated Repayment Dates and exclusive of any such funds and/or
assets that are included in a Loan REMIC; and (v) except to the extent that they
are included in a Loan REMIC, the rights of the Depositor under the
UBS/Depositor Mortgage Loan Purchase Agreement.

     "REMIC I Regular Interest" shall mean any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I, as described in the Preliminary Statement hereto.

     "REMIC I Remittance Rate" shall mean: (a) with respect to any REMIC I
Regular Interest that, as of the Closing Date, corresponds to a Mortgage Loan
that accrues interest on a 30/360 Basis, a rate per annum that is, for any
Interest Accrual Period, equal to (i) the Mortgage Rate in effect for such
corresponding Mortgage Loan as of the Closing Date (without regard to any
modifications, extensions, waivers or amendments of such corresponding Mortgage
Loan subsequent to the Closing Date), minus (ii) the Administrative Cost Rate
for such corresponding Mortgage Loan (or any successor REO Mortgage Loan with
respect thereto); and (b) with respect to any REMIC I Regular Interest that, as
of the Closing Date, corresponds to a Mortgage Loan that accrues interest on an
Actual/360 Basis, a rate per annum that is, for any Interest Accrual Period,
equal to (i) a fraction (expressed as a percentage), the numerator of which is
the product of 12 times the Adjusted Actual/360 Accrued Interest Amount with
respect to such REMIC I Regular Interest for such Interest Accrual Period, and
the denominator of which is the Uncertificated Principal Balance of such REMIC I
Regular Interest immediately prior to the Distribution Date that corresponds to
such Interest Accrual Period, minus (ii) the Administrative Cost Rate for the
corresponding Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto); provided that, if such REMIC I Regular Interest was issued in respect
of a Loan REMIC Regular Interest, then the REMIC I Remittance Rate with respect
to such REMIC I Regular Interest for any Interest Accrual Period shall equal the
Loan REMIC Remittance Rate with respect to such Loan REMIC Regular Interest for
such Interest Accrual Period.

     "REMIC II" shall mean the segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in trust to the Trustee for the benefit
of REMIC III, as holder of the REMIC II Regular Interests, and the Holders of
the Class R-II Certificates, pursuant to Section 2.09, with respect to which a
separate REMIC election is to be made.

     "REMIC II Regular Interest" shall mean any of the 34 separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the REMIC II Remittance Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are set
forth in the Preliminary Statement hereto.

                                      -56-
<PAGE>

     "REMIC II Remittance Rate" shall mean, with respect to each REMIC II
Regular Interest for any Interest Accrual Period, the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period.

     "REMIC III" shall mean the segregated pool of assets consisting of all of
the REMIC II Regular Interests conveyed in trust to the Trustee for the benefit
of the Holders of the REMIC III Certificates, pursuant to Section 2.11, with
respect to which a separate REMIC election is to be made.

     "REMIC III Certificate" shall mean any Class A-1, Class A-2, Class A-3,
Class A-4, Class A-1b, Class X-CL, Class X-CP, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
P, Class Q, Class S, Class T, Class U or Class R-III Certificate.

     "REMIC III Component" shall mean:

         (a) with respect to the Class X-CL Certificates, any of the following
   34 components of the Class X-CL Certificates: REMIC III Component X-CL-A-1-1;
   REMIC III Component X-CL-A-1-2; REMIC III Component X-CL-A-2-1; REMIC III
   Component X-CL-A-2-2; REMIC III Component X-CL-A-2-3; REMIC III Component
   X-CL-A-3; REMIC III Component X-CL-A-4-1; REMIC III Component X-CL-A-4-2;
   REMIC III Component X-CL-A-4-3; REMIC III Component X-CL-A-1b-1; REMIC III
   Component X-CL-A-1b-2; REMIC III Component X-CL-A-1b-3; REMIC III Component
   X-CL-A-1b-4; REMIC III Component X-CL-A-1b-5; REMIC III Component
   X-CL-A-1b-6; REMIC III Component X-CL-A-1b-7; REMIC III Component X-CL-B;
   REMIC III Component X-CL-C; REMIC III Component X-CL-D; REMIC III Component
   X-CL-E; REMIC III Component X-CL-F; REMIC III Component X-CL-G; REMIC III
   Component X-CL-H-1; REMIC III Component X-CL-H-2; REMIC III Component X-CL-J;
   REMIC III Component X-CL-K; REMIC III Component X-CL-L; REMIC III Component
   X-CL-M; REMIC III Component X-CL-N; REMIC III Component X-CL-P; REMIC III
   Component X-CL-Q; REMIC III Component X-CL-S; REMIC III Component X-CL-T; and
   REMIC III Component X-CL-U, each of which (i) constitutes a separate "regular
   interest" in REMIC III for purposes of the REMIC Provisions, (ii) relates to
   its Corresponding REMIC II Regular Interest, and (iii) has a Component
   Notional Amount equal to the Uncertificated Principal Balance of its
   Corresponding REMIC II Regular Interest outstanding from time to time; and

         (b) with respect to the Class X-CP Certificates, any of the following
   23 components of the Class X-CP Certificates: REMIC III Component X-CP-A-1-2;
   REMIC III Component X-CP-A-2-1; REMIC III Component X-CP-A-2-2; REMIC III
   Component X-CP-A-2-3; REMIC III Component X-CP-A-3; REMIC III Component
   X-CP-A-4-1; REMIC III Component X-CP-A-4-2; REMIC III Component X-CP-A-4-3;
   REMIC III Component X-CP-A-1b-2; REMIC III Component X-CP-A-1b-3; REMIC III
   Component X-CP-A-1b-4; REMIC III Component X-CP-A-1b-5; REMIC III Component
   X-CP-A-1b-6; REMIC III Component X-CP-A-1b-7; REMIC III Component X-CP-B;
   REMIC III Component X-CP-C; REMIC III Component X-CP-D; REMIC III Component
   X-CP-E; REMIC III Component X-CP-F; REMIC III Component X-CP-G; REMIC III
   Component X-CP-H-1, REMIC III Component X-CP-H-2 and REMIC III Component
   X-CP-J, each of which (i) constitutes a separate "regular interest" in REMIC
   III for purposes of the REMIC Provisions, (ii) relates to its Corresponding
   REMIC II

                                      -57-
<PAGE>

   Regular Interest, and (iii) has a Component Notional Amount equal to the
   Uncertificated Principal Balance of its Corresponding REMIC II Regular
   Interest outstanding from time to time.

     "REMIC Pool" shall mean any of REMIC I, REMIC II, REMIC III and the Loan
REMICs.

     "REMIC Provisions" shall mean the provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of Subchapter M
of Chapter 1 of the Code, and related provisions, and proposed, temporary and
final Treasury regulations and any published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.

     "Rents from Real Property" shall mean, with respect to any REO Property,
gross income of the character described in Section 856(d) of the Code.

     "REO Account" shall mean the segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Lennar
Partners, Inc. [OR THE NAME OF ANY SUCCESSOR SPECIAL SERVICER], as Special
Servicer, on behalf of LaSalle Bank National Association [OR THE NAME OF ANY
SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial Mortgage Trust 2002-C7, Commercial Mortgage Pass-Through
Certificates, Series 2002-C7, REO Account".

     "REO Acquisition" shall mean the acquisition of any REO Property pursuant
to Section 3.09.

     "REO Disposition" shall mean the sale or other disposition of any REO
Property pursuant to Section 3.18.

     "REO Extension" shall have the meaning assigned thereto in Section 3.16(a).

     "REO Mortgage Loan" shall mean the mortgage loan deemed for purposes hereof
to be outstanding with respect to each REO Property. Each REO Mortgage Loan
shall be deemed to provide for monthly payments of principal and/or interest
equal to its Assumed Monthly Payment and otherwise to have the same terms and
conditions as its predecessor Mortgage Loan (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property as part of the Trust Fund). Each REO
Mortgage Loan shall be deemed to have an initial unpaid principal balance and
Stated Principal Balance equal to the unpaid principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the date
of the related REO Acquisition. All Monthly Payments (other than a Balloon
Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage Loan
delinquent in respect of its Balloon Payment) and other amounts due and owing,
or deemed to be due and owing, in respect of the predecessor Mortgage Loan as of
the date of the related REO Acquisition, shall be deemed to continue to be due
and owing in respect of an REO Mortgage Loan. Amounts Received by the Trust with
respect to each REO Mortgage Loan (after provision for amounts to be applied to
the payment of, or to be reimbursed to the Master Servicer or the Special
Servicer for the payment of, the costs of operating, managing and maintaining
the related REO Property or for the reimbursement of the Master Servicer or the
Special Servicer for other related Servicing Advances) shall be treated: first,
as a recovery of accrued and unpaid interest on such REO

                                      -58-
<PAGE>

Mortgage Loan at the related Mortgage Rate to but not including the Due Date in
the Collection Period of receipt (exclusive, however, in the case of an REO
Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated
Repayment Date, of any such accrued and unpaid interest that constitutes
Additional Interest); second, as a recovery of principal of such REO Mortgage
Loan to the extent of its entire unpaid principal balance; third, in accordance
with the normal servicing practices of the Master Servicer, as a recovery of any
other amounts due and owing in respect of such REO Mortgage Loan (exclusive,
however, in the case of an REO Mortgage Loan that relates to an ARD Mortgage
Loan after its Anticipated Repayment Date, of any such accrued and unpaid
interest that constitutes Additional Interest); and fourth, in the case of an
REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated
Repayment Date, as a recovery of accrued and unpaid Additional Interest on such
REO Mortgage Loan. Notwithstanding the foregoing, all amounts payable or
reimbursable to the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, including any unpaid Servicing Fees and any
unreimbursed Servicing Advances and P&I Advances, together with any interest
accrued and payable to the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent in respect of such Servicing Advances and P&I Advances in
accordance with Sections 3.11(g) and 4.03(d), respectively, shall continue to be
payable or reimbursable to the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as the case may be, in respect of an REO Mortgage
Loan.

     "REO Property" shall mean a Mortgaged Property acquired on behalf and in
the name of the Trustee for the benefit of the Certificateholders, through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan.

     "REO Revenues" shall mean all income, rents, profits and proceeds derived
from the ownership, operation or leasing of any REO Property.

     "REO Tax" shall have the meaning assigned thereto in Section 3.17(a).

     "Request for Release" shall mean a request signed by a Servicing Officer
of, as applicable, the Master Servicer in the form of Exhibit D-1 attached
hereto or the Special Servicer in the form of Exhibit D-2 attached hereto.

     "Required Appraisal" shall mean, with respect to each Required Appraisal
Loan, an appraisal of the related Mortgaged Property from an Independent
Appraiser selected by the party required or authorized to obtain such appraisal
hereunder, which appraisal shall be prepared in accordance with 12 CFR (Section)
225.62 and conducted in accordance with the standards of the Appraisal Institute
or, in the case of a Required Appraisal Loan having a Stated Principal Balance
of, or in the case of a Mortgaged Property that has an allocated loan amount of,
less than $2,000,000, if no satisfactory (as determined by the Special Servicer
pursuant to Section 3.09(a)) appraisal meeting the foregoing criteria was
obtained or conducted within the prior 12 months, a "desktop" value estimate
performed by the Special Servicer.

     "Required Appraisal Loan" shall mean any Mortgage Loan (i) that becomes a
Modified Loan, (ii) that is 60 days or more delinquent in respect of any Monthly
Payment, except for a Balloon Payment, (iii) that is delinquent in respect of
its Balloon Payment, if any, for (A) 20 days, or (B) if the related Mortgagor
shall have delivered a refinancing commitment acceptable to the Special Servicer
prior to the date the subject Balloon Payment was due, 30 days, (iv) with
respect to which the related

                                      -59-
<PAGE>

Mortgaged Property has become an REO Property, (v) with respect to which a
receiver or similar official is appointed and continues for 60 days in such
capacity in respect of the related Mortgaged Property, (vi) with respect to
which the related Mortgagor is subject to a bankruptcy, insolvency or similar
proceedings, which, in the case of an involuntary bankruptcy, insolvency or
similar proceeding, has not been dismissed within 60 days of the commencement
thereof, or (vii) that remains outstanding five (5) years following any
extension of its maturity date pursuant to Section 3.20. Any Required Appraisal
Loan (other than a Mortgage Loan that became a Required Appraisal Loan pursuant
to clause (vii) above) shall cease to be such at such time as it has become a
Corrected Mortgage Loan (except if such Required Appraisal Loan had not become a
Specially Serviced Mortgage Loan at the time the applicable event(s) described
in any of clauses (i) through (vii) above ceased to exist), it has remained
current for at least three (3) consecutive Monthly Payments, and no other event
described in clauses (i) through (vii) above has occurred with respect thereto
during the preceding three-month period. The term "Required Appraisal Loan"
shall include any successor REO Mortgage Loan(s).

     "Required Appraisal Value" shall mean, with respect to any Mortgaged
Property securing (or REO Property relating to) a Required Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised
Value of such Mortgaged Property (or REO Property) as determined by the most
recent Required Appraisal or any letter update of such Required Appraisal, over
(ii) the amount of any obligations secured by liens on such Mortgaged Property
(or REO Property) that are prior to the lien of the related Required Appraisal
Loan; plus (b) the amount of Escrow Payments and Reserve Funds held by the
Master Servicer in respect of such Required Appraisal Loan that (i) are not
being held in respect of any real estate taxes and assessments, insurance
premiums or, if applicable, ground rents, (ii) are not otherwise scheduled to be
applied or utilized (except to pay debt service on such Required Appraisal Loan)
within the twelve-month period following the date of determination and (iii) may
be applied towards the reduction of the principal balance of such Required
Appraisal Loan; plus (c) the amount of any letter of credit constituting
additional security for such Required Appraisal Loan and that may be applied
towards the reduction of the principal balance of such Required Appraisal Loan.

     "Reserve Account" shall have the meaning assigned thereto in Section
3.03(d).

     "Reserve Funds" shall mean, with respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held by or on behalf of the mortgagee
representing reserves for repairs, capital improvements and/or environmental
remediation in respect of the related Mortgaged Property or debt service on such
Mortgage Loan.

     "Residual Interest Certificate" shall mean a Class R-I, Class R-II, Class
R-III or Class R-LR Certificate.

     "Responsible Officer" shall mean: (a) when used with respect to the
Trustee, any Vice President, any Assistant Vice President, any Trust Officer,
any Assistant Secretary or any other officer of the Trustee's Asset-Backed
Services Trust Group customarily performing functions similar to those performed
by any of the above designated officers and having direct responsibility for the
administration of this Agreement; and (b) when used with respect to the Fiscal
Agent, any officer thereof.

     "Retained Assumption Fee" shall mean that portion (which is equal to 50%)
of the Initial Harcourt Complex Assumption Fee that, upon receipt, shall be
payable to the UBS Mortgage Loan Seller (or its designee) so long as at the time
of such receipt the Harcourt Complex Mortgage Loan is a Performing Mortgage
Loan. If the Initial Harcourt Complex Assumption Fee is received at a time when

                                      -60-
<PAGE>

the Harcourt Complex Mortgage Loan is a Specially Serviced Mortgage Loan, then
there shall not be any Retained Assumption Fee.

     "Review Package" shall mean a package of documents consisting of a
memorandum outlining the analysis and recommendation (in accordance with the
Servicing Standard) of the Master Servicer or the Special Servicer, as the case
may be, with respect to the matters that are the subject thereof, and copies of
all relevant documentation.

     "Rule 144A Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, one or collectively more global
certificates representing such Class registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, none
of which certificates bears a Regulation S Legend, and each of which
certificates has a Rule 144A CUSIP number.

     "Sarbanes-Oxley Act" shall have the meaning assigned thereto in Section
8.15(d).

     "Sarbanes-Oxley Certification" shall have the meaning assigned thereto in
Section 8.15(d).

     "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "S&P" shall be deemed to refer to
such other nationally recognized statistical rating agency or other comparable
Person designated by the Depositor, notice of which designation shall be given
to the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer,
and specific ratings of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

     "SASCO II" shall mean Structured Asset Securities Corporation II or any
successor in interest.

     "Scheduled Payment" shall mean, with respect to any Mortgage Loan, for any
Due Date following the Cut-off Date as of which it is outstanding, the Monthly
Payment on such Mortgage Loan that is or would be, as the case may be, payable
by the related Mortgagor on such Due Date under the terms of the related
Mortgage Note as in effect on the Closing Date, without regard to any subsequent
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer pursuant to Section 3.20, and assuming that the full amount of each
prior Scheduled Payment has been made in a timely manner.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Senior Certificate" shall mean any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-1b, Class X-CL or Class X-CP Certificate.

     "Servicer Fee Amount" shall mean: (a) with respect to each Sub-Servicer, as
of any date of determination, the aggregate of the products obtained by
multiplying, for each Mortgage Loan primary serviced by such Sub-Servicer, (i)
the principal balance of such Mortgage Loan as of the end of the immediately
preceding Collection Period and (ii) the sub-servicing fee rate specified in the
related

                                      -61-
<PAGE>

Sub-Servicing Agreement for such Mortgage Loan; and (b) with respect to the
Master Servicer, as of any date of determination, the aggregate of the products
obtained by multiplying, for each Mortgage Loan, (i) the principal balance of
such Mortgage Loan as of the end of the immediately preceding Collection Period
and (ii) the excess, if any, of the Master Servicing Fee Rate for such Mortgage
Loan, over the sub-servicing fee rate (if any) applicable to such Mortgage Loan,
as specified in any Sub-Servicing Agreement related to such Mortgage Loan.

     "Servicer Reports" shall mean each of the files and reports comprising the
CMSA Investor Reporting Package (excluding the CMSA Bond Level File and the CMSA
Collateral Summary File) and the Supplemental Report.

     "Servicing Account" shall have the meaning assigned thereto in Section
3.03(a).

     "Servicing Advances" shall mean all customary, reasonable and necessary
"out of pocket" costs and expenses (including attorneys' fees and fees and
expenses of real estate brokers) incurred by the Master Servicer, the Special
Servicer, the Fiscal Agent or the Trustee in connection with the servicing and
administration of a Mortgage Loan, if a default is imminent thereunder or a
default, delinquency or other unanticipated event has occurred with respect
thereto, or in connection with the administration of any REO Property,
including, but not limited to, the cost of (a) compliance with the obligations
of the Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee,
if any, set forth in Section 3.03(c), (b) the preservation, insurance,
restoration, protection and management of a Mortgaged Property, (c) obtaining
any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any
enforcement or judicial proceedings with respect to a Mortgaged Property,
including foreclosures, (e) any Required Appraisal or any other appraisal or
update thereof expressly permitted or required to be obtained hereunder, (f) the
operation, management, maintenance and liquidation of any REO Property, and (g)
obtaining any related ratings confirmation; provided that, notwithstanding
anything to the contrary, "Servicing Advances" shall not include allocable
overhead of the Master Servicer, the Special Servicer or the Trustee, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
or costs and expenses incurred by any such party in connection with its purchase
of any Mortgage Loan or REO Property pursuant to any provision of this
Agreement.

     "Servicing Fees" shall mean, with respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the Master Servicing Fee and
the Special Servicing Fee.

     "Servicing File" shall mean, collectively, any and all documents (other
than documents required to be part of the related Mortgage File) in the
possession of the Master Servicer or the Special Servicer and relating to the
origination and servicing of any Mortgage Loan, including any original letter of
credit, appraisals, surveys, engineering reports, environmental reports, escrow
agreements, property management agreements and franchise agreements.

     "Servicing Officer" shall mean any officer or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such party to the
Trustee and the Depositor on the Closing Date, as such list may be amended from
time to time.

     "Servicing-Released Bid" shall have the meaning assigned thereto in Section
7.01(c).

                                      -62-
<PAGE>

     "Servicing-Retained Bid" shall have the meaning assigned thereto in Section
7.01(c).

     "Servicing Standard" shall mean, with respect to the Master Servicer or the
Special Servicer, to service and administer the Mortgage Loans and any REO
Properties that such party is obligated to service and administer pursuant to
this Agreement: (i) in accordance with the higher of the following standards of
care: (A) the same manner in which, and with the same care, skill, prudence and
diligence with which, the Master Servicer or the Special Servicer, as the case
may be, services and administers comparable Mortgage Loans with similar
borrowers and comparable REO properties for other third-party portfolios (giving
due consideration to the customary and usual standards of practice of prudent
institutional commercial mortgage lenders servicing their own mortgage loans and
REO properties), and (B) the same manner in which, and with the same care,
skill, prudence and diligence with which, the Master Servicer or Special
Servicer, as the case may be, services and administers comparable mortgage loans
owned by the Master Servicer or Special Servicer, as the case may be, in either
case exercising reasonable business judgment and acting in accordance with
applicable law, the terms of this Agreement and the terms of the respective
Mortgage Loans; (ii) with a view to: (A) the timely recovery of all payments of
principal and interest, including Balloon Payments, under the Mortgage Loans or,
in the case of any such Mortgage Loan that is (A) a Specially Serviced Mortgage
Loan or (B) a Mortgage Loan as to which the related Mortgaged Property has
become an REO Property, the maximization of recovery on the Mortgage Loan to the
Certificateholders (as a collective whole) of principal and interest, including
Balloon Payments, on a present value basis (the relevant discounting of
anticipated collections that will be distributable to the Certificateholders to
be performed at the related Mortgage Rate); and (iii) without regard to (A) any
relationship, including as lender on any other debt, that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof, may have
with any of the related Mortgagors, or any Affiliate thereof, or any other party
to this Agreement; (B) the ownership of any Certificate by the Master Servicer
or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the
obligation of the Master Servicer or the Special Servicer, as the case may be,
to make Advances; (D) the right of the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate of either of them, to receive compensation
or reimbursement of costs hereunder generally or with respect to any particular
transaction; and (E) the ownership, servicing or management for others of any
other mortgage loan or real property not subject to this Agreement by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof.

     "Servicing Transfer Event" shall mean, with respect to any Mortgage Loan,
the occurrence of any of the events described in clauses (a) through (g) of the
definition of "Specially Serviced Mortgage Loan".

     "Single Certificate" shall mean, for purposes of Section 4.02, a
hypothetical Regular Interest Certificate evidencing an initial $1,000
denomination.

     "Single Purpose Entity" shall mean an entity, other than an individual,
whose organizational documents and/or the related loan documents provide
substantially to the effect that: (i) it was formed or organized solely for the
purpose of either owning and operating the Mortgaged Property or Properties
securing one or more Mortgage Loans, or owning and pledging Defeasance
Collateral in connection with the defeasance of a Defeasance Mortgage Loan, as
the case may be, (ii) it may not engage in any business unrelated to such
Mortgaged Property or Properties or such Defeasance Collateral, as the case may
be, (iii) it will not have any assets other than those related to its interest
in and operation of such Mortgaged Property or such Defeasance Collateral, as
the case may be, (iv) it may

                                      -63-
<PAGE>

not incur indebtedness other than incidental to its ownership and operation of
the applicable Mortgaged Property or Properties or Defeasance Collateral, as the
case may be, (v) it will maintain its own books and records and accounts
separate and apart from any other Person, (vi) it will hold itself out as a
legal entity, separate and apart from any other Person, and (vii) in the case of
such an entity whose sole purpose is owning or operating a Mortgaged Property,
it will have an independent director or, if such entity is a partnership or a
limited liability company, at least one general partner or limited liability
company member thereof, as applicable, which shall itself be a "single purpose
entity" (having as its sole asset its interest in the Single Purpose Entity)
with an independent director.

     "Special Servicer" shall mean Lennar Partners, Inc., in its capacity as
special servicer hereunder, or any successor special servicer appointed as
herein provided.

     "Special Servicing Fee" shall mean, with respect to each Specially Serviced
Mortgage Loan and each REO Mortgage Loan, the fee designated as such in, and
payable to the Special Servicer pursuant to, Section 3.11(c).

     "Special Servicing Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan, 0.25% per annum.

     "Specially Serviced Mortgage Loan" shall mean any Mortgage Loan as to which
any of the following events has occurred:

     (a) the related Mortgagor has failed to make when due any Monthly Payment
(including a Balloon Payment), which failure continues, or the Master Servicer
determines, in its reasonable, good faith judgment, will continue, unremedied
(without regard to any grace period) (i) except in the case of a Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for 60 days beyond
the date on which the subject payment was due, or (ii) solely in the case of a
delinquent Balloon Payment, (A) for one Business Day beyond the date on which
the subject Balloon Payment was due or (B) in the case of a Balloon Mortgage
Loan as to which the related Mortgagor shall have delivered a refinancing
commitment acceptable to the Special Servicer prior to the date the subject
Balloon Payment was due, for 30 days beyond the date on which the subject
Balloon Payment was due (or for such shorter period beyond the date on which the
subject Balloon Payment was due during which the refinancing is scheduled to
occur);

     (b) the Master Servicer or the Special Servicer shall have determined, in
accordance with the Servicing Standard, based on communications with the related
Mortgagor, that a default in the making of a Monthly Payment on such Mortgage
Loan, including a Balloon Payment, is likely to occur and is likely to remain
unremedied (without regard to any grace period) for at least the applicable
period contemplated by clause (a) of this definition; or

     (c) there shall have occurred a default (other than as described in clause
(a) above and other than an Acceptable Insurance Default) that (i) materially
impairs the value of the related Mortgaged Property as security for such
Mortgage Loan or otherwise materially adversely affects the interests of
Certificateholders, and (ii) continues unremedied for the applicable grace
period under the terms of such Mortgage Loan (or, if no grace period is
specified and the default is capable of being cured, for 30 days); provided that
any default that results in acceleration of the related Mortgage Loan without
the application of any grace period under the related Mortgage Loan documents
shall be deemed

                                      -64-
<PAGE>

not to have a grace period; and provided, further, that any default requiring a
Servicing Advance shall be deemed to materially and adversely affect the
interests of Certificateholders; or

     (d) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
related Mortgagor and such decree or order shall have remained in force and not
dismissed for a period of 60 days; or

     (e) the related Mortgagor shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to such Mortgagor
or of or relating to all or substantially all of its property; or

     (f) the related Mortgagor shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or

     (g) the Master Servicer shall have received notice of the commencement of
foreclosure or similar proceedings with respect to the related Mortgaged
Property;

provided, however, that a Mortgage Loan will cease to be a Specially Serviced
Mortgage Loan, when a Liquidation Event has occurred with respect to such
Mortgage Loan, when the related Mortgaged Property has become an REO Property
or, so long as at such time no circumstance identified in clauses (a) through
(g) above exists that would cause the Mortgage Loan to continue to be
characterized as a Specially Serviced Mortgage Loan, when:

     (w)       with respect to the circumstances described in clause (a) of this
               definition, the related Mortgagor has made three consecutive full
               and timely Monthly Payments under the terms of such Mortgage Loan
               (as such terms may be changed or modified in connection with a
               bankruptcy or similar proceeding involving the related Mortgagor
               or by reason of a modification, extension, waiver or amendment
               granted or agreed to by the Master Servicer or the Special
               Servicer pursuant to Section 3.20);

     (x)       with respect to the circumstances described in clauses (b), (d),
               (e) and (f) of this definition, such circumstances cease to exist
               in the good faith, reasonable judgment of the Special Servicer,
               but, with respect to any bankruptcy or insolvency proceedings
               described in clauses (d), (e) and (f), no later than the entry of
               an order or decree dismissing such proceeding;

     (y)       with respect to the circumstances described in clause (c) of this
               definition, such default is cured as determined by the Special
               Servicer in its reasonable, good faith judgment; and

     (z)       with respect to the circumstances described in clause (g) of this
               definition, such

                                      -65-
<PAGE>

               proceedings are terminated.

     The Special Servicer may conclusively rely on the Master Servicer's
determination as to whether a Servicing Transfer Event has occurred giving rise
to a Mortgage Loan's becoming a Specially Serviced Mortgage Loan.

     "Startup Day" shall mean, with respect to each REMIC Pool and each Loan
REMIC, the day designated as such in Section 10.01(c).

     "Stated Maturity Date" shall mean, with respect to any Mortgage Loan, the
Due Date specified in the related Mortgage Note (as in effect on the Closing
Date) on which the last payment of principal is due and payable under the terms
of such Mortgage Note (as in effect on the Closing Date), without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer pursuant to Section 3.20 and, in the case of an ARD Mortgage Loan,
without regard to its Anticipated Repayment Date.

     "Stated Principal Balance" shall mean, with respect to any Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), the Cut-off Date
Balance of such Mortgage Loan, as permanently reduced on each Distribution Date
(to not less than zero) by (i) that portion, if any, of the Principal
Distribution Amount for such Distribution Date allocable to such Mortgage Loan
(or any such successor REO Mortgage Loan with respect thereto) and (ii) the
principal portion of any Realized Loss incurred in respect of such Mortgage Loan
(or any such successor REO Mortgage Loan with respect thereto) during the
related Collection Period. Notwithstanding the foregoing, if a Liquidation Event
occurs in respect of any Mortgage Loan or REO Property, then the "Stated
Principal Balance" of such Mortgage Loan or of the related REO Mortgage Loan, as
the case may be, shall be zero commencing as of the Distribution Date in the
Collection Period next following the Collection Period in which such Liquidation
Event occurred.

     "Subordinate Available Distribution Amount" shall mean, with respect to any
Distribution Date, the excess, if any, of the Available Distribution Amount for
such Distribution Date, over the aggregate distributions, if any, to be made on
the Senior Certificates on such Distribution Date pursuant to Section 4.01(a).

     "Subordinate Certificate" shall mean any Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
P, Class Q, Class S, Class T, Class U, Class R-I, Class R-II, Class R-III or
Class R-LR Certificate.

     "Sub-Servicer" shall mean any Person with which the Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement.

     "Sub-Servicing Agreement" shall mean the written contract between the
Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of Mortgage Loans as
provided in Section 3.22.

     "Subsequent Exchange Act Reports" shall have the meaning assigned thereto
in Section 8.15(a).

                                      -66-
<PAGE>

     "Successful Bidder" shall have the meaning assigned thereto in Section
7.01(c).

     "Supplemental Report" shall mean have the meaning assigned thereto in
Section 4.02(a).

     "Tax Administrator" shall mean any tax administrator appointed pursuant to
Section 8.13 (or, in the absence of any such appointment, the Trustee).

     "Tax Matters Person" shall mean, with respect to any REMIC Pool, the Person
designated as the "tax matters person" of such REMIC Pool in the manner provided
under Treasury regulation section 1.860F-4(d) and Treasury regulation section
301.6231(a)(7)-1, which Person shall be the Plurality Residual Interest
Certificateholder in respect of the related Class of Residual Interest
Certificates.

     "Tax Returns" shall mean the federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC Pool due to its classification as a REMIC
under the REMIC Provisions, and the federal income tax return to be filed on
behalf of the Grantor Trust due to its classification as a grantor trust under
the Grantor Trust Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the IRS under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state and local tax law.

     "Transfer" shall mean any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

     "Transfer Affidavit and Agreement" shall have the meaning assigned thereto
in Section 5.02(d)(i)(B).

     "Transferee" shall mean any Person who is acquiring, by Transfer, any
Ownership Interest in a Certificate.

     "Transferor" shall mean any Person who is disposing of, by Transfer, any
Ownership Interest in a Certificate.

     "Trust" shall mean the common law trust created hereunder.

     "Trust Fund" shall mean, collectively, all of the assets of REMIC I, REMIC
II, REMIC III, the Loan REMICs and the Grantor Trust.

     "Trustee" shall mean LaSalle, in its capacity as trustee hereunder, or any
successor trustee appointed as herein provided.

     "Trustee Fee" shall mean, with respect to each Distribution Date, an amount
equal to one-twelfth of the product of (i) the Trustee Fee Rate, multiplied by
(ii) the aggregate Stated Principal Balance of the Mortgage Pool outstanding
immediately prior to such Distribution Date.

     "Trustee Fee Rate" shall mean 0.0015% per annum.

                                      -67-
<PAGE>

     "Trustee Liability" shall have the meaning assigned thereto in Section
8.05(b).

     "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean that certain
Mortgage Loan Purchase Agreement dated as of December 18, 2002, between the UBS
Mortgage Loan Seller and the Depositor.

     "UBS Mortgage Loan" shall mean any Mortgage Loan transferred by the UBS
Mortgage Loan Seller to the Depositor, pursuant to the UBS/Depositor Mortgage
Loan Purchase Agreement.

     "UBS Mortgage Loan Seller" shall mean UBS Warburg Real Estate Investments
Inc. or its successor in interest.

     "UCC" shall mean the Uniform Commercial Code in effect in the applicable
jurisdiction.

     "UCC Financing Statement" shall mean a financing statement executed (if
required by the UCC) and filed pursuant to the UCC.

     "Uncertificated Accrued Interest" shall mean the interest accrued from time
to time with respect to any Loan REMIC Regular Interest, any REMIC I Regular
Interest or REMIC II Regular Interest, the amount of which interest shall equal:
(a) in the case of any Loan REMIC Regular Interest for any Interest Accrual
Period, one-twelfth of the product of (i) the related Loan REMIC Remittance
Rate, multiplied by (ii) the Uncertificated Principal Balance of such Loan REMIC
Regular Interest outstanding immediately prior to the related Distribution Date;
(b) for any REMIC I Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the REMIC I Remittance Rate applicable to such
REMIC I Regular Interest for such Interest Accrual Period, multiplied by (ii)
the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date; and (c) in the
case of any REMIC II Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the REMIC II Remittance Rate applicable to
such REMIC II Regular Interest for such Interest Accrual Period, multiplied by
(ii) the Uncertificated Principal Balance of such REMIC II Regular Interest
outstanding immediately prior to the related Distribution Date.

     "Uncertificated Distributable Interest" shall mean: (a) with respect to any
Loan REMIC Regular Interest for any Distribution Date, an amount of interest
equal to the amount of Uncertificated Accrued Interest in respect of such Loan
REMIC Regular Interest for the related Interest Accrual Period, reduced (to not
less than zero) by any portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date allocable to the related Early Defeasance
Mortgage Loan; (b) with respect to any REMIC I Regular Interest for any
Distribution Date, an amount of interest equal to the amount of Uncertificated
Accrued Interest in respect of such REMIC I Regular Interest for the related
Interest Accrual Period, reduced (to not less than zero) by the product of (i)
any Net Aggregate Prepayment Interest Shortfall for such Distribution Date,
multiplied by (ii) a fraction, the numerator of which is the amount of
Uncertificated Accrued Interest in respect of such REMIC I Regular Interest for
the related Interest Accrual Period, and the denominator of which is the
aggregate amount of Uncertificated Accrued Interest in respect of all the REMIC
I Regular Interests for the related Interest Accrual Period; and (c) with
respect to any REMIC II Regular Interest for any Distribution Date, the amount
of Uncertificated Accrued Interest in respect of such REMIC II Regular Interest
for the related Interest Accrual Period, reduced (to not less than zero) by that
portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution Date allocated to such REMIC II Regular Interest as provided below.
The portion, if any, of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date

                                      -68-
<PAGE>

that is allocated to any Class of Principal Balance Certificates or any REMIC
III Component of the Class X-CP or Class X-CL Certificates in accordance with
the definitions of "Distributable Certificate Interest" and "Distributable
Component Interest", respectively, shall be deemed to have first been allocated
to the Corresponding REMIC II Regular Interest for such Class or REMIC III
Component, as the case may be.

     "Uncertificated Principal Balance" shall mean the principal balance of any
Loan REMIC Regular Interest, REMIC I Regular Interest or REMIC II Regular
Interest outstanding as of any date of determination. As of the Closing Date:
the Uncertificated Principal Balance of each Loan REMIC Regular Interest shall
equal the Cut-off Date Balance of the related Early Defeasance Mortgage Loan;
the Uncertificated Principal Balance of each REMIC I Regular Interest shall
equal the Cut-off Date Balance of the related Mortgage Loan or the initial
Uncertificated Principal Balance of the related Loan REMIC Regular Interest, as
the case may be; and the Uncertificated Principal Balance of each REMIC II
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Principal Balance. On each Distribution
Date, the Uncertificated Principal Balance of each REMIC II Regular Interest
shall be permanently reduced by all distributions of principal deemed to have
been made thereon on such Distribution Date pursuant to Section 4.01(j), and
shall be further permanently reduced on such Distribution Date by all Realized
Losses and Additional Trust Fund Expenses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.04(b). On each Distribution
Date, the Uncertificated Principal Balance of each REMIC I Regular Interest
shall be permanently reduced by all distributions of principal deemed to have
been made in respect of such REMIC I Regular Interest on such Distribution Date
pursuant to Section 4.01(k), and shall be further permanently reduced on such
Distribution Date by all Realized Losses and Additional Trust Fund Expenses
deemed to have been allocated thereto on such Distribution Date pursuant to
Section 4.04(c). The Uncertificated Principal Balance of each Loan REMIC Regular
Interest shall at all times equal the Stated Principal Balance of the related
Early Defeasance Mortgage Loan (or any successor REO Mortgage Loan).

     "Underwriters" shall mean Lehman Brothers Inc., UBS Warburg LLC and their
respective successors in interest.

     "United States Tax Person" shall mean a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any state or the District of Columbia,
or an estate whose income from sources without the United States is includible
in gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust (or
to the extent provided in the Treasury regulations, if the trust was in
existence on August 20, 1996 and elected to be treated as a United States
person), all within the meaning of Section 7701(a) (30) of the Code.

     "United States Securities Person" shall mean any "U.S. person" as defined
in Rule 902(k) of Regulation S.

     "Voting Rights" shall mean the portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 99% of the Voting Rights shall be allocated among the Holders
of the various Classes of the Principal Balance Certificates

                                      -69-
<PAGE>

in proportion to the respective Class Principal Balances of their Certificates,
and 1% of the Voting Rights shall be allocated to the Holders of the Class X-CL
and Class X-CP Certificates in proportion to the respective Class Notional
Amounts of their Certificates. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in standard
proportion to the Percentage Interests evidenced by their respective
Certificates. No Voting Rights shall be allocated to the Class R-I, Class R-II,
Class R-III and/or Class V Certificates.

     "Wachovia" shall mean Wachovia Bank, National Association or its successor
in interest.

     "Weighted Average REMIC I Remittance Rate" shall mean, with respect to any
Interest Accrual Period, the rate per annum equal to the weighted average,
expressed as a percentage and rounded to six decimal places, of the REMIC I
Remittance Rates applicable to the respective REMIC I Regular Interests for such
Interest Accrual Period, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to the related Distribution Date.

     "Workout Fee" shall mean the fee designated as such in, and payable to the
Special Servicer with respect to certain collections on each Corrected Mortgage
Loan pursuant to, Section 3.11(c).

     "Workout Fee Rate" shall mean, with respect to each Corrected Mortgage Loan
as to which a Workout Fee is payable, 1.0%.

     "Yield Maintenance Charge" shall mean the payments paid or payable, as the
context requires, as the result of a Principal Prepayment on, or other early
collection of principal of, a Mortgage Loan, which payments are not otherwise
due thereon in respect of principal or interest and have been calculated (based
on scheduled payments of interest and/or principal on such Mortgage Loan) to
compensate the holder for reinvestment losses based on the value of an interest
rate index at or near the time of prepayment. Any other prepayment premiums,
penalties and fees not so calculated will not be considered "Yield Maintenance
Charges". In the event that a Yield Maintenance Charge shall become due for any
particular Mortgage Loan, the Master Servicer shall be required to follow the
terms and provisions contained in the applicable Mortgage Note, provided,
however, in the event the particular Mortgage Note shall not specify the U.S.
Treasuries which shall be used in determining the discount rate or the
reinvestment yield to be applied in such calculation, the Master Servicer shall
be required to use those U.S. Treasuries which shall generate the lowest
discount rate or reinvestment yield for the purposes thereof. Accordingly, if
either no U.S. Treasury issue, or more than one U.S. Treasury issue, shall
coincide with the term over which the Yield Maintenance Charge shall be
calculated (which depending on the applicable Mortgage Note is based on the
remaining average life of the Mortgage Loan or the actual term remaining through
the related Stated Maturity Date or Anticipated Repayment Date, as applicable),
the Master Servicer shall use the applicable U.S. Treasury whose reinvestment
yield is the lowest, with such yield being based on the bid price for such issue
as published in The Wall Street Journal on the date that is 14 days prior to the
date that the Yield Maintenance Charge shall become due and payable (or, if such
bid price is not published on that date, the next preceding date on which such
bid price is so published) and converted to a monthly compounded nominal yield.
The monthly compounded nominal yield ("MEY") is derived from the reinvestment
yield or discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2)
^1/6}-1]) X 100, where BEY is defined as the U.S. Treasury Reinvestment Yield
which is in decimal form and not in percentage, and 1/6 is the exponential power
to

                                      -70-
<PAGE>

which a portion of the equation is raised. For example, using a BEY of 5.50%,
the MEY = (12 X [{(1+ .055/2) ^ 0.16667}- 1]) X 100 where .055 is the decimal
version of the percentage 5.5% and 0.16667 is the decimal version of the
exponential power. The MEY in the above calculation is 5.44%.

     SECTION 1.02. General Interpretive Principles.

     For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

         (i) the terms defined in this Agreement include the plural as well as
   the singular, and the use of any gender herein shall be deemed to include the
   other gender;

         (ii) accounting terms not otherwise defined herein have the meanings
   assigned to them in accordance with GAAP;

         (iii) references herein to "Articles", "Sections", "Subsections",
   "Paragraphs" and other subdivisions without reference to a document are to
   designated Articles, Sections, Subsections, Paragraphs and other subdivisions
   of this Agreement;

         (iv) a reference to a Subsection without further reference to a Section
   is a reference to such Subsection as contained in the same Section in which
   the reference appears, and this rule shall also apply to Paragraphs and other
   subdivisions;

         (v) the words "herein", "hereof", "hereunder", "hereto", "hereby" and
   other words of similar import refer to this Agreement as a whole and not to
   any particular provision; and

         (vi) the terms "include" or "including" shall mean without limitation
   by reason of enumeration.

                                      -71-
<PAGE>

                                   ARTICLE II

          CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
                        ORIGINAL ISSUANCE OF CERTIFICATES

     SECTION 2.01. Creation of Trust; Conveyance of Mortgage Loans.

     (a) It is the intention of the parties hereto that a common law trust be
established pursuant to this Agreement and that such trust be designated as
"LB-UBS Commercial Mortgage Trust 2002-C7". LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders. The Depositor, concurrently with the execution and
delivery hereof, does hereby assign, sell, transfer, set over and otherwise
convey to the Trustee in trust, without recourse, for the benefit of the
Certificateholders, all the right, title and interest of the Depositor in, to
and under (i) the Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase
Agreement, and (iii) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans and due after the Cut-off Date. Such
assignment shall be exclusive of any right to receive the Retained Assumption
Fee.

     The parties hereto acknowledge and agree that, notwithstanding Section
11.07, the transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and is intended by them to constitute a sale.

     (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each UBS Mortgage Loan,
direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian
appointed thereby, and shall, in the case of each Lehman Mortgage Loan, itself
deliver to and deposit with the Trustee or a Custodian appointed thereby, on or
before the Closing Date, the Mortgage File for such Mortgage Loan, with copies
of the related Mortgage Note, Mortgage(s) and reserve and cash management
agreements for such Mortgage Loan to be delivered to the Master Servicer and the
Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the
Special Servicer shall be liable for any failure by a Mortgage Loan Seller or
the Depositor to comply with the document delivery requirements of the
respective Mortgage Loan Purchase Agreements and this Section 2.01(b).

     After the Depositor's transfer of the Mortgage Loans to the Trustee
pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Mortgage Loans.

     (c) The Depositor hereby represents and warrants that it has retained or
caused to be retained, with respect to each Lehman Mortgage Loan, and the UBS
Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase
Agreement that it shall retain with respect to each UBS Mortgage Loan, an
Independent Person (each such Person, a "Recording/Filing Agent") for purposes
of promptly (and in any event within 45 days following the later of the Closing
Date and the date on which all necessary recording or filing (as applicable)
information is available to such Recording/Filing Agent) recording or filing, as
the case may be, in the appropriate public office for real property records or
UCC Financing Statements, as appropriate, each related assignment of Mortgage
and

                                      -72-
<PAGE>

assignment of Assignment of Leases in favor of the Trustee referred to in clause
(iv) of the definition of "Mortgage File" and each related assignment of UCC
Financing Statement in favor of the Trustee referred to in clause (viii) of the
definition of "Mortgage File".

     Notwithstanding the foregoing, the Depositor may, in the case of a Lehman
Mortgage Loan, and the UBS Mortgage Loan Seller may, in the case of a UBS
Mortgage Loan, request the Trustee to record or file, as applicable, any of the
assignments of Mortgage, assignments of Assignment of Leases or assignments of
UCC Financing Statements referred to above, and in such event, the requesting
party shall cause any such unrecorded or unfiled document to be delivered to the
Trustee. The Trustee shall promptly undertake to record or file any such
document upon its receipt thereof.

     The Depositor shall bear the costs of the recording and filing referred to
in the prior two paragraphs with respect to the Lehman Mortgage Loans, and the
Depositor represents and warrants that the UBS/Depositor Mortgage Loan Purchase
Agreement provides that the UBS Mortgage Loan Seller shall bear the costs of the
recording and filing referred to in the prior two paragraphs with respect to the
UBS Mortgage Loans. The Depositor hereby covenants as to each Lehman Mortgage
Loan, and the UBS Mortgage Loan Seller has covenanted in the UBS/Depositor
Mortgage Loan Purchase Agreement as to each UBS Mortgage Loan, that it will
cause the applicable Recording/Filing Agent to forward to the Trustee each
related assignment of Mortgage, assignment of Assignment of Leases and each
assignment of UCC Financing Statement in favor of the Trustee following its
return by the applicable public recording or filing office, as the case may be;
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. Each
assignment referred to in the prior two paragraphs that is recorded by the
Trustee shall reflect that it should be returned by the public recording office
to, the Trustee or its agent or to the Recording/Filing Agent of the related
Mortgage Loan Seller, following recording, and each assignment of UCC Financing
Statement referred to in the prior two paragraphs that is filed by the Trustee
shall reflect that the file copy thereof should be returned to the Trustee or
its agent following filing; provided that, in those instances where the public
recording office retains the original assignment of Mortgage or assignment of
Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the
recorded original. On a monthly basis, at the expense of the Depositor (in the
case of a Lehman Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of
a UBS Mortgage Loan), the Trustee shall forward to the Master Servicer a copy of
each of the aforementioned assignments following the Trustee's receipt thereof.

     If any of the aforementioned assignments relating to a UBS Mortgage Loan is
lost or returned unrecorded or unfiled, as the case may be, because of a defect
therein, then the Trustee shall direct the UBS Mortgage Loan Seller (pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement) promptly to prepare or cause
the preparation of a substitute therefor or to cure such defect, as the case may
be, and to deliver to the Trustee the substitute or corrected document. If any
of the aforementioned assignments relating to a Lehman Mortgage Loan is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
then the Depositor shall promptly prepare or cause the preparation of a
substitute therefor or cure such defect, as the case may be, and shall deliver
to the Trustee the substitute or corrected document. The Trustee shall upon
receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause the
same to be duly recorded or filed, as appropriate.

     (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each UBS Mortgage Loan,
direct the UBS Mortgage Loan Seller

                                      -73-
<PAGE>

(pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) to deliver to
and deposit with the Master Servicer, and shall, in the case of each Lehman
Mortgage Loan, itself deliver to and deposit with the Master Servicer, on or
before the Closing Date, such other relevant documents and records that: (A)
relate to the administration or servicing of such Mortgage Loan, (B) are not
required to be a part of the related Mortgage File in accordance with the
definition thereof, (C) are reasonably necessary for the ongoing administration
and/or servicing of such Mortgage Loan by the Master Servicer in connection with
its duties under this Agreement, and (D) are in the possession or under the
control of the UBS Mortgage Loan Seller or the Depositor, as applicable,
together with (i) all unapplied Escrow Payments and Reserve Funds in the
possession of the UBS Mortgage Loan Seller or the Depositor, as the case may be,
that relate to such Mortgage Loan and (ii) a statement indicating which Escrow
Payments and Reserve Funds are allocable to such Mortgage Loan, provided that
neither the Depositor nor the UBS Mortgage Loan Seller shall be required to
deliver any draft documents, privileged or other communications, credit
underwriting or due diligence analyses, credit committee briefs or memoranda or
other internal approval documents or data or internal worksheets, memoranda,
communications or evaluations. In addition, on the Closing Date, the Depositor
shall deliver the Initial Deposit to the Master Servicer for deposit in the
Custodial Account. The Master Servicer shall hold all such documents, records
and funds on behalf of the Trustee in trust for the benefit of the
Certificateholders.

     (e) It is not intended that this Agreement create a partnership or a
joint-stock association.

     SECTION 2.02. Acceptance of Trust Fund by Trustee.

     (a) The Trustee, by its execution and delivery of this Agreement, hereby
accepts receipt, directly or through a Custodian on its behalf, of (i) the
Mortgage Loans and all documents delivered to it that constitute portions of the
related Mortgage Files and (ii) all other assets delivered to it and included in
the Trust Fund, in good faith and without notice of any adverse claim, and
declares that it or a Custodian on its behalf holds and will hold such documents
and any other documents subsequently received by it that constitute portions of
the Mortgage Files, and that it holds and will hold the Mortgage Loans and such
other assets, together with any other assets subsequently delivered to it that
are to be included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders. In connection with the foregoing,
the Trustee hereby certifies to each of the other parties hereto, each Mortgage
Loan Seller and each Underwriter that, as to each Mortgage Loan, except as
specifically identified in the Schedule of Exceptions to Mortgage File Delivery
attached hereto as Schedule II, (i) all documents specified in clause (i) of the
definition of "Mortgage File" are in its possession or the possession of a
Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied
by a lost note affidavit, the copy of such Mortgage Note) received by it or any
Custodian with respect to such Mortgage Loan has been reviewed by it or by such
Custodian on its behalf and (A) appears regular on its face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appears to have been executed (where
appropriate) and (C) purports to relate to such Mortgage Loan.

     (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed
and (iii) the day on which the Depositor has repurchased the last affected
Mortgage Loan), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such

                                      -74-
<PAGE>

Custodian with respect to each Mortgage Loan, and the Trustee shall, subject to
Sections 2.01, 2.02(c) and 2.02(d), certify in writing (substantially in the
form of Exhibit C hereto) to each of the other parties hereto, each Mortgage
Loan Seller and each Underwriter that, as to each Mortgage Loan then subject to
this Agreement (except as specifically identified in any exception report
annexed to such certification): (i) all documents specified in clauses (i)
through (v), (vii) and (viii) (without regard to the second parenthetical in
such clause (viii)) of the definition of "Mortgage File", are in its possession
or the possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) has been completed (based solely on receipt by
the Trustee of the particular recorded/filed documents); (iii) all documents
received by it or any Custodian with respect to such Mortgage Loan have been
reviewed by it or by such Custodian on its behalf and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the
information set forth in the Mortgage File. If the Trustee's obligation to
deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Trustee shall deliver a
comparable certification to any party hereto and to any Underwriter upon
request.

     (c) None of the Trustee, the Master Servicer, the Special Servicer or any
Custodian is under any duty or obligation to inspect, review or examine any of
the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, binding, enforceable, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the Special
Servicer or any Custodian shall have any responsibility for determining whether
the text of any assignment or endorsement is in proper or recordable form,
whether the requisite recording of any document is in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.

     (d) It is understood that the scope of the Trustee's review of the Mortgage
Files is limited solely to confirming that the documents specified in clauses
(i) through (v), (vii) and (viii) of the definition of "Mortgage File" have been
received and such additional information as will be necessary for delivering the
certifications required by Sections 2.02(a) and (b) above.

     (e) If, after the Closing Date, the Depositor comes into possession of any
documents or records that constitute part of the Mortgage File or Servicing File
for any Mortgage Loan, the Depositor shall promptly deliver such document to the
Trustee (if it constitutes part of the Mortgage File) or the Master Servicer (if
it constitutes part of the Servicing File), as applicable.

     SECTION 2.03. Repurchase of Mortgage Loans for Document Defects and
                   Breaches of Representations and Warranties.

     (a) If any party hereto discovers that any document constituting a part of
a Mortgage File has not been properly executed, is missing, contains information
that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule, or does not appear to be regular on its
face (each, a "Document Defect"), or discovers or receives notice of a breach of
any representation or warranty of the UBS Mortgage Loan Seller made pursuant to
Section

                                      -75-
<PAGE>

3(b) of the UBS/Depositor Mortgage Loan Purchase Agreement with respect to any
UBS Mortgage Loan (a "Breach"), or discovers or receives notice of a breach of
any representation or warranty of the Depositor set forth in Section 2.04(b)
with respect to any Lehman Mortgage Loan (also, a "Breach"), such party shall
give prompt written notice thereof to each of the Rating Agencies, the related
Mortgage Loan Seller and the other parties hereto. If any such Document Defect
or Breach with respect to any Mortgage Loan materially and adversely affects the
interests of the Certificateholders therein, then such Document Defect shall
constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach", as the case may be. Promptly upon becoming aware of any such
Material Document Defect or Material Breach with respect to a UBS Mortgage Loan
(including through a written notice given by any party hereto, as provided
above), the Trustee shall require the UBS Mortgage Loan Seller, within the time
period and subject to the conditions provided for in the UBS/Depositor Mortgage
Loan Purchase Agreement, to cure such Material Document Defect or Material
Breach, as the case may be, or repurchase the affected Mortgage Loan or any
related REO Property at the applicable Purchase Price by wire transfer of
immediately available funds to the Custodial Account. Promptly upon becoming
aware of any such Material Document Defect or Material Breach with respect to a
Lehman Mortgage Loan (including through a written notice given by any party
hereto, as provided above), the Depositor shall, not later than 90 days from the
earlier of the Depositor's discovery or receipt of notice of such Material
Document Defect or Material Breach, as the case may be (or, in the case of a
Material Document Defect or Material Breach relating to a Lehman Mortgage Loan
not being a "qualified mortgage" within the meaning of the REMIC Provisions, not
later than 90 days of any party discovering such Material Document Defect or
Material Breach), cure the same in all material respects (which cure shall
include payment of losses and any Additional Trust Fund Expenses associated
therewith) or, if such Material Document Defect or Material Breach, as the case
may be, cannot be cured within such 90-day period, repurchase the affected
Lehman Mortgage Loan or any related REO Property at the applicable Purchase
Price by wire transfer of immediately available funds to the Custodial Account;
provided, however, that if (i) such Material Document Defect or Material Breach
is capable of being cured but not within such 90-day period, (ii) such Material
Document Defect or Material Breach is not related to any Lehman Mortgage Loan's
not being a "qualified mortgage" within the meaning of the REMIC Provisions and
(iii) the Depositor has commenced and is diligently proceeding with the cure of
such Material Document Defect or Material Breach within such 90-day period, then
the Depositor shall have an additional 90 days to complete such cure or, in the
event of a failure to so cure, to complete such repurchase (it being understood
and agreed that, in connection with the Depositor's receiving such additional
90-day period, the Depositor shall deliver an Officer's Certificate to the
Trustee setting forth the reasons such Material Document Defect or Material
Breach is not capable of being cured within the initial 90-day period and what
actions the Depositor is pursuing in connection with the cure thereof and
stating that the Depositor anticipates that such Material Document Defect or
Material Breach will be cured within such additional 90-day period); and
provided, further, that, if any such Material Document Defect is still not cured
after the initial 90-day period and any such additional 90-day period solely due
to the failure of the Depositor to have received the recorded document, then the
Depositor shall be entitled to continue to defer its cure and repurchase
obligations in respect of such Document Defect so long as the Depositor
certifies to the Trustee every 30 days thereafter that the Document Defect is
still in effect solely because of its failure to have received the recorded
document and that the Depositor is diligently pursuing the cure of such defect
(specifying the actions being taken), except that no such deferral of cure or
repurchase may continue beyond the second anniversary of the Closing Date.

     If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Depositor or the UBS
Mortgage Loan Seller as contemplated by this

                                      -76-
<PAGE>

Section 2.03(a), then, prior to the subject repurchase, the Depositor or the UBS
Mortgage Loan Seller, as the case may be, or its designee shall use its
reasonable efforts, subject to the terms of the related Mortgage Loan(s), 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 Loan(s) in such
Cross-Collateralized Group that are to be repurchased, on the one hand, and the
remaining Mortgage Loan(s) 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 no such termination shall be effected unless and until the
Controlling Class Representative, if one is then acting, has consented (which
consent shall not be unreasonably withheld and shall be deemed to have been
given if no written objection is received by the Depositor or the UBS Mortgage
Loan Seller, as the case may be, within 10 days of the Controlling Class
Representative's receipt of a written request for such consent) and the Trustee
has received from the Depositor or the UBS Mortgage Loan Seller, as the case may
be, (i) an Opinion of Counsel to the effect that such termination would not
cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an
Adverse Grantor Trust Event to occur with respect to the Grantor Trust and (ii)
written confirmation from each Rating Agency that such termination would not
cause an Adverse Rating Event to occur with respect to any Class of
Certificates; and provided, further, that the Depositor, in the case of Lehman
Mortgage Loans, or the UBS Mortgage Loan Seller, in the case of UBS Mortgage
Loans, may, at its option, purchase the entire subject Cross-Collateralized
Group in lieu of effecting a termination of the cross-collateralization. All
costs and expenses incurred by the Trustee or any Person on its behalf pursuant
to this paragraph shall be included in the calculation of the 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 the materiality of any
Breach or Defect, as the case may be, and (ii) the application of remedies, such
Cross-Collateralized Group shall be treated as a single Mortgage Loan.

     (b) In connection with any repurchase of a Mortgage Loan pursuant to or
otherwise as contemplated by this Section 2.03, the Trustee, the Custodian, the
Master Servicer and the Special Servicer shall each tender to the repurchasing
entity, upon delivery to each of them of a receipt executed by the repurchasing
entity, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by it, and each document that constitutes a part of the
Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to the repurchasing entity or its designee in the same manner, but
only if the respective documents have been previously assigned or endorsed to
the Trustee, and pursuant to appropriate forms of assignment, substantially
similar to the manner and forms pursuant to which such documents were previously
assigned to the Trustee; provided that such tender by the Trustee shall be
conditioned upon its receipt from the Master Servicer of a Request for Release
and an Officer's Certificate to the effect that the requirements for repurchase
have been satisfied. The Master Servicer shall, and is hereby authorized and
empowered by the Trustee to, prepare, execute and deliver in its own name, on
behalf of the Certificateholders and the Trustee or any of them, the
endorsements and assignments contemplated by this Section 2.03(b), and such
other instruments as may be necessary or appropriate to transfer title to an REO
Property in connection with the repurchase of an REO Mortgage Loan and the
Trustee shall execute and deliver any powers of attorney necessary to permit the
Master Servicer to do so; provided, however, that the Trustee shall not be held
liable for any misuse of any such power of attorney by the Master Servicer.

     (c) The UBS/Depositor Mortgage Loan Purchase Agreement provides the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders,

                                      -77-
<PAGE>

respecting any Document Defect or Breach with respect to any UBS Mortgage Loan.
Section 2.03(a) provides the sole remedies available to the Certificateholders,
or the Trustee on behalf of the Certificateholders, respecting any Document
Defect or Breach with respect to any Lehman Mortgage Loan.

     (d) In the event that the Master Servicer receives notice from the
Mortgagor under any Early Defeasance Mortgage Loan that (i) such Mortgagor
intends to defease such Early Defeasance Mortgage Loan in whole on or before the
second anniversary of the Closing Date and the amount tendered by such Mortgagor
to defease such Early Defeasance Mortgage Loan (in accordance with the related
loan documents) is less than the Purchase Price that would be applicable in the
event of a repurchase of such Mortgage Loan pursuant to or as otherwise
contemplated by Section 2.03(a), or (ii) such Mortgagor intends to partially
defease such Early Defeasance Mortgage Loan on or prior to the second
anniversary of the Closing Date, or (iii) such Mortgagor intends to defease such
Early Defeasance Mortgage Loan in whole on or before the second anniversary of
the Closing Date and such Mortgagor is to tender Defeasance Collateral or such
other collateral as is permitted in connection with a defeasance under the
related loan documents that does not constitute a cash amount equal to or
greater than the Purchase Price set forth in clause (i) above, then the Master
Servicer shall promptly notify the Trustee and either the Depositor (with
respect to a Lehman Mortgage Loan) or the UBS Mortgage Loan Seller (with respect
to a UBS Mortgage Loan) of such Mortgagor's intention, and the Trustee shall
direct the Depositor (with respect to a Lehman Mortgage Loan) or the UBS
Mortgage Loan Seller (with respect to a UBS Mortgage Loan), as applicable, to
repurchase (and the Depositor, with respect to a Lehman Mortgage Loan, hereby
agrees to repurchase) such Mortgage Loan at the Purchase Price applicable to a
repurchase pursuant to or as otherwise contemplated by Section 2.03(a), upon
deposit by the related Mortgagor of cash sufficient to purchase the Defeasance
Collateral contemplated by the related loan documents (if applicable), but in
any event no later than the related defeasance date.

     (e) In connection with any repurchase of an Early Defeasance Mortgage Loan,
pursuant to or as contemplated by this Section 2.03, the Tax Administrator shall
effect a "qualified liquidation" of the related Loan REMIC in accordance with
the REMIC Provisions. The Depositor hereby agrees to pay, and the UBS Mortgage
Loan Seller pursuant to the UBS Mortgage Loan Purchase Agreement is obligated to
pay, all reasonable costs and expenses, including the costs of any Opinions of
Counsel, in connection with any such "qualified liquidation" of the Loan REMIC
in accordance with the REMIC Provisions.

     SECTION 2.04. Representations, Warranties and Covenants of the Depositor.

     (a) The Depositor hereby represents, warrants and covenants to the Trustee,
for its own benefit and the benefit of the Certificateholders, and to the Fiscal
Agent, the Master Servicer and the Special Servicer, as of the Closing Date,
that:

         (i) The Depositor is a corporation duly organized, validly existing and
   in good standing under the laws of the State of Delaware.

         (ii) The execution and delivery of this Agreement by the Depositor, and
   the performance and compliance with the terms of this Agreement by the
   Depositor, will not violate the Depositor's certificate of incorporation or
   by-laws or 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,

                                      -78-
<PAGE>

   any material agreement or other instrument to which it is a party or which is
   applicable to it or any of its assets.

         (iii) The Depositor has the full power and authority to enter into and
   consummate all transactions contemplated by this Agreement, has duly
   authorized the execution, delivery and performance of this Agreement, and has
   duly executed and delivered this Agreement.

         (iv) This Agreement, assuming due authorization, execution and delivery
   by each of the other parties hereto, constitutes a valid, legal and binding
   obligation of the Depositor, enforceable against the Depositor in accordance
   with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
   reorganization, moratorium and other laws affecting the enforcement of
   creditors' rights generally, and (B) general principles of equity, regardless
   of whether such enforcement is considered in a proceeding in equity or at
   law.

         (v) The Depositor is not in violation of, and its execution and
   delivery of this Agreement and its performance and compliance with the terms
   of this Agreement will not constitute a violation of, any law, any order or
   decree of any court or arbiter, or any order, regulation or demand of any
   federal, state or local governmental or regulatory authority, which
   violation, in the Depositor's good faith and reasonable judgment, is likely
   to affect materially and adversely either the ability of the Depositor to
   perform its obligations under this Agreement or the financial condition of
   the Depositor.

         (vi) The transfer of the Mortgage Loans to the Trustee as contemplated
   herein requires no regulatory approval, other than any such approvals as have
   been obtained, and is not subject to any bulk transfer or similar law in
   effect in any applicable jurisdiction.

         (vii) The Depositor is not transferring the Mortgage Loans to the
   Trustee with any intent to hinder, delay or defraud its present or future
   creditors.

         (viii) The Depositor has been solvent at all relevant times prior to,
   and will not be rendered insolvent by, its transfer of the Mortgage Loans to
   the Trustee pursuant to Section 2.01(b).

         (ix) After giving effect to its transfer of the Mortgage Loans to the
   Trustee pursuant to Section 2.01(b), the value of the Depositor's assets,
   either taken at their present fair saleable value or at fair valuation, will
   exceed the amount of the Depositor's debts and obligations, including
   contingent and unliquidated debts and obligations of the Depositor, and the
   Depositor will not be left with unreasonably small assets or capital with
   which to engage in and conduct its business.

         (x) The Depositor 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.

         (xi) No proceedings looking toward merger, liquidation, dissolution or
   bankruptcy of the Depositor are pending or contemplated.

                                      -79-
<PAGE>

         (xii) No litigation is pending or, to the best of the Depositor's
   knowledge, threatened against the Depositor that, if determined adversely to
   the Depositor, would prohibit the Depositor from entering into this Agreement
   or that, in the Depositor's good faith and reasonable judgment, is likely to
   materially and adversely affect either the ability of the Depositor to
   perform its obligations under this Agreement or the financial condition of
   the Depositor.

         (xiii) Except for any actions that are the express responsibility of
   another party hereunder or under the Mortgage Loan Purchase Agreements, and
   further except for actions that the Depositor is expressly permitted to
   complete subsequent to the Closing Date, the Depositor has taken all actions
   required under applicable law to effectuate the transfer of the Mortgage
   Loans by the Depositor to the Trustee.

         (xiv) Immediately prior to the transfer of the UBS Mortgage Loans to
   the Trust pursuant to this Agreement (and assuming that the UBS Mortgage Loan
   Seller transferred to the Depositor good and marketable title to each UBS
   Mortgage Loan, free and clear of all liens, claims, encumbrances and other
   interests), (A) the Depositor had good and marketable title to, and was the
   sole owner and holder of, each UBS Mortgage Loan; and (B) the Depositor has
   full right and authority to sell, assign and transfer the UBS Mortgage Loans,
   exclusive of the servicing rights pertaining thereto.

     (b) The Depositor hereby represents and warrants to the Trustee, for its
own benefit and the benefit of the Certificateholders, with respect to each
Lehman Mortgage Loan, as of the Closing Date or such other date specified in the
particular representation and warranty, that (the headings set forth in this
Section 2.04(b) with respect to each representation and warranty being for
convenience of reference only and in no way limiting, expanding or otherwise
affecting the scope or subject matter thereof):

         (i) Mortgage Loan Schedule. The information pertaining to such Mortgage
   Loan set forth in the Mortgage Loan Schedule was true and correct in all
   material respects as of its Due Date in December 2002.

         (ii) Legal Compliance. If such Mortgage Loan was originated by the
   Lehman Mortgage Loan Seller or another Affiliate of the Depositor, then, as
   of the date of its origination, such Mortgage Loan complied in all material
   respects with, or was exempt from, all requirements of federal, state or
   local law relating to the origination of such Mortgage Loan; and, if such
   Mortgage Loan was not originated by the Lehman Mortgage Loan Seller or
   another Affiliate of the Depositor, then, to the Depositor's actual
   knowledge, after having performed the type of due diligence customarily
   performed by prudent institutional commercial and multifamily mortgage
   lenders, as of the date of its origination, such Mortgage Loan complied in
   all material respects with, or was exempt from, all requirements of federal,
   state or local law relating to the origination of such Mortgage Loan.

         (iii) Ownership of Mortgage Loan. The Depositor owns such Mortgage
   Loan, has good title thereto, has full right, power and authority to sell,
   assign and transfer such Mortgage Loan and is transferring such Mortgage Loan
   free and clear of any and all liens, pledges, charges or security interests
   of any nature encumbering such Mortgage Loan, exclusive of the servicing
   rights pertaining thereto; no provision of the Mortgage Note, Mortgage(s) or

                                      -80-
<PAGE>

   other loan documents relating to such Mortgage Loan prohibits or restricts
   the Depositor's right to assign or transfer such Mortgage Loan to the
   Trustee; no governmental or regulatory approval or consent is required for
   the sale of such Mortgage Loan by the Depositor; and the Depositor has
   validly conveyed to the Trustee a legal and beneficial interest in and to
   such Mortgage Loan free and clear of any lien, claim or encumbrance of any
   nature.

         (iv) No Holdback. The proceeds of such Mortgage Loan have been fully
   disbursed (except in those cases where the full amount of the Mortgage Loan
   has been disbursed but a portion thereof is being held in escrow or reserve
   accounts to be released pending the satisfaction of certain conditions
   relating to leasing, repairs or other matters with respect to the related
   Mortgaged Property) and there is no requirement for future advances
   thereunder.

         (v) Loan Document Status. Each of the related Mortgage Note,
   Mortgage(s), Assignment(s) of Leases, if any, and other agreements executed
   in favor of the lender in connection therewith is the legal, valid and
   binding obligation of the maker thereof (subject to the non-recourse
   provisions therein and any state anti-deficiency legislation), enforceable in
   accordance with its terms, except that (A) such enforcement may be limited by
   (1) bankruptcy, insolvency, receivership, reorganization, liquidation,
   voidable preference, fraudulent conveyance and transfer, moratorium and/or
   other similar laws affecting the enforcement of creditors' rights generally,
   and (2) general principles of equity (regardless of whether such enforcement
   is considered in a proceeding in equity or at law), and (B) certain
   provisions in the subject agreement or instrument may be further limited or
   rendered unenforceable by applicable law, but subject to the limitations set
   forth in the foregoing clause (A), such limitations will not render that
   subject agreement or instrument invalid as a whole or substantially interfere
   with the mortgagee's realization of the principal benefits and/or security
   provided by the subject agreement or instrument. The Mortgage Loan is
   non-recourse to the Mortgagor or any other Person except to the extent
   provided in certain nonrecourse carveouts and/or in any applicable
   guarantees. If such Mortgage Loan has a Cut-off Date Balance of $15 million
   or more, the related Mortgagor or another Person has agreed to be liable for
   all liabilities, costs, losses, damages, expenses or claims suffered or
   incurred by the mortgagee under such Mortgage Loan by reason of or in
   connection with and to the extent of (A) any material intentional fraud or
   material intentional misrepresentation by the related Mortgagor and (B) any
   breach on the part of the related Mortgagor of any environmental
   representations, warranties and covenants contained in the related Mortgage
   Loan documents; provided that, instead of any breach described in clause (B)
   of this sentence, the related Mortgagor or such other Person may instead be
   responsible for liabilities, costs, losses, damages, expenses and claims
   resulting from a breach of the obligations and indemnities of the related
   Mortgagor under the related Mortgage Loan documents relating to hazardous or
   toxic substances, radon or compliance with environmental laws.

         (vi) No Right of Rescission. As of the date of origination, subject to
   the limitations and exceptions as to enforceability set forth in paragraph
   (b)(v) above, there was no valid offset, defense, counterclaim or right to
   rescission with respect to any of the related Mortgage Note, Mortgage(s) or
   other agreements executed in connection with such Mortgage Loan; and, as of
   the Closing Date, subject to the limitations and exceptions as to
   enforceability set forth in paragraph (b)(v) above, there is no valid offset,
   defense, counterclaim or right to rescission with respect to such Mortgage
   Note, Mortgage(s) or other agreements executed in

                                      -81-
<PAGE>

   connection with such Mortgage Loan; and, to the actual knowledge of the
   Depositor, no such claim has been asserted.

         (vii) Assignments. The assignment of the related Mortgage(s) and
   Assignment(s) of Leases to the Trustee constitutes the legal, valid, binding
   and, subject to the limitations and exceptions as to enforceability set forth
   in paragraph (b)(v) above, enforceable assignment of such documents (provided
   that the unenforceability of any such assignment based on bankruptcy,
   insolvency, receivership, reorganization, liquidation, moratorium and/or
   other similar laws affecting the enforcement of creditors' rights generally
   or based on general principles of equity (regardless of whether such
   enforcement is considered in a proceeding in equity or at law) shall be a
   breach of this representation and warranty only upon the declaration by a
   court with jurisdiction in the matter that such assignment is to be
   unenforceable on such basis).

         (viii) First Lien. Each related Mortgage is a valid and, subject to the
   limitations and exceptions in paragraph (b)(v) above, enforceable first lien
   on the related Mortgaged Property and all buildings thereon, which Mortgaged
   Property is free and clear of all encumbrances and liens having priority over
   or on a parity with the first lien of such Mortgage, except for the following
   (collectively, the "Permitted Encumbrances"): (A) the lien for real estate
   taxes, water charges, sewer rents and assessments not yet due and payable;
   (B) covenants, conditions and restrictions, rights of way, easements and
   other matters that are of public record or that are omitted as exceptions in
   the related lender's title insurance policy (or, if not yet issued, omitted
   as exceptions in a pro forma title policy or title policy commitment); (C)
   exceptions and exclusions specifically referred to in the related lender's
   title insurance policy (or, if not yet issued, referred to in a pro forma
   title policy or title policy commitment); (D) other matters to which like
   properties are commonly subject; (E) the rights of tenants (as tenants only)
   under leases (including subleases) pertaining to the related Mortgaged
   Property; (F) condominium declarations of record and identified in the
   related lender's title insurance policy (or, if not yet issued, identified in
   a pro forma title policy or title policy commitment); and (G) if such
   Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of
   the Mortgage for another Mortgage Loan contained in the same
   Cross-Collateralized Group. With respect to each Mortgage Loan, such
   Permitted Encumbrances do not, individually or in the aggregate, materially
   and adversely interfere with the benefits of the security intended to be
   provided by the related Mortgage, the current principal use or operation of
   the related Mortgaged Property or the ability of the related Mortgaged
   Property to generate sufficient cashflow to enable the related Mortgagor to
   timely pay in full the principal and interest on the related Mortgage Note
   (other than a Balloon Payment, which would require a refinancing). If the
   related Mortgaged Property is operated as a nursing facility or a hospitality
   property, the related Mortgage, together with any security agreement, chattel
   mortgage or similar agreement and UCC financing statement, if any,
   establishes and creates a first priority, perfected security interest
   (subject only to any prior purchase money security interest, revolving credit
   lines and any personal property leases), to the extent such security interest
   can be perfected by the recordation of a Mortgage or the filing of a UCC
   financing statement, in all personal property identified therein or on a
   schedule attached thereto, which is owned by the Mortgagor and is used in,
   and reasonably necessary to, the operation of the related Mortgaged Property.

                                      -82-
<PAGE>

         (ix) Financing Statements. If the related Mortgaged Property is
   operated as a hospitality property, the Lehman Mortgage Loan Seller has, or
   has caused to be, filed and/or recorded, or submitted for filing and/or
   recording, in appropriate public filing and recording offices, all UCC-1
   financing statements necessary to create and perfect a security interest in
   and lien on the items of personal property described therein (such
   description being generally consistent with the practices of prudent
   commercial mortgage lenders) (which personal property includes all furniture,
   fixtures, equipment and other personal property located at the subject
   Mortgaged Property) that are owned by the related Mortgagor and located at,
   and necessary or material to the operation of, the subject Mortgaged
   Property, to the extent perfection may be effected pursuant to applicable law
   by recording or filing.

         (x) Taxes and Assessments. All taxes, governmental assessments, water
   charges, sewer rents or similar governmental charges which, in all such
   cases, were directly related to the Mortgaged Property and could constitute
   liens on the Mortgaged Property prior to the lien of the Mortgage and all
   ground rents that prior to the related Due Date in December 2002 became due
   and payable in respect of, and materially affect, any related Mortgaged
   Property have been paid or are escrowed for or are not yet delinquent, and
   the Depositor knows of no unpaid tax, assessment, ground rent, water charges
   or sewer rent, which, in all such cases, were directly related to the
   Mortgaged Property and could constitute liens on the Mortgaged Property prior
   to the lien of the Mortgage, that prior to the Closing Date became due and
   delinquent in respect of any related Mortgaged Property, or in any such case
   an escrow of funds in an amount sufficient to cover such payments has been
   established.

         (xi) No Material Damage. As of the date of origination of each Mortgage
   Loan and, to the actual knowledge of the Depositor, as of the Closing Date,
   there was no pending proceeding for the total or partial condemnation of any
   related Mortgaged Property that materially affects the value thereof, and
   such Mortgaged Property is free of material damage. If such Mortgage Loan has
   a Cut-off Date Balance of $15 million or more, then (except for certain
   amounts not greater than amounts which would be considered prudent by an
   institutional commercial mortgage lender with respect to a similar mortgage
   loan and which are set forth in the related Mortgage or other loan documents
   relating to such Mortgage Loan, and subject to any rights of the lessor under
   any related Ground Lease) any condemnation awards will be applied either to
   the repair or restoration of all or part of the related Mortgaged Property or
   the reduction of the outstanding principal balance of such Mortgage Loan.

         (xii) Title Insurance. Each related Mortgaged Property is covered by an
   ALTA (or its equivalent) lender's title insurance policy issued by a
   nationally recognized title insurance company, insuring that each related
   Mortgage is a valid first lien on such Mortgaged Property in the original
   principal amount of such Mortgage Loan after all advances of principal,
   subject only to Permitted Encumbrances, or there is a binding commitment or
   binding pro forma from a title insurer qualified and/or licensed in the
   applicable jurisdiction, as required, to issue such policy; such title
   insurance policy, if issued, is in full force and effect, all premiums have
   been paid, is freely assignable and will inure to the benefit of the Trustee
   as mortgagee of record, or any such commitment or binding pro forma is a
   legal, valid and binding obligation of such insurer; no claims have been made
   by the Depositor under such title insurance policy, if issued; and neither
   the Depositor nor, to the best of the Depositor's knowledge, the Seller (or
   any of its affiliates) has done, by act or omission, anything that would
   materially impair the coverage of

                                      -83-
<PAGE>

   any such title insurance policy; such policy or commitment or binding pro
   forma contains no exclusion for (or alternatively it insures, unless such
   coverage is unavailable in the relevant jurisdiction) (A) access to a public
   road, (B) that there is no material encroachment by any improvements on the
   Mortgaged Property, and (C) that the area shown on the survey materially
   conforms to the legal description of the Mortgaged Property.

         (xiii) Property Insurance. As of the date of its origination and, to
   the best of the Depositor's knowledge, as of the Closing Date, all insurance
   required under each related Mortgage (except where a tenant under a lease is
   permitted to insure or self-insure) was in full force and effect with respect
   to each related Mortgaged Property; such insurance included (A) "all risk" or
   fire and extended perils insurance, in an amount (subject to a customary
   deductible) at least equal to the lesser of (i) 100% of the full insurable
   replacement cost of the improvements located on such Mortgaged Property and
   (ii) the initial principal balance of such Mortgage Loan, or the portion
   thereof allocable to such Mortgaged Property, (B) business interruption or
   rental loss insurance for a period of not less than 12 months, (C)
   comprehensive general liability insurance in an amount not less than $1
   million per occurrence, (D) workers' compensation insurance (if the related
   Mortgagor has employees and if required by applicable law), and (E) if (1)
   such Mortgage Loan is secured by a Mortgaged Property located in the State of
   California in or "seismic zone" 3 or 4 and (2) a seismic assessment revealed
   a maximum probable or bounded loss in excess of 20% of the amount of the
   estimated replacement cost of the improvements on such Mortgaged Property,
   earthquake insurance; it is an event of default under such Mortgage Loan if
   the above-described insurance coverage is not maintained by the related
   Mortgagor, and any reasonable out-of-pocket costs and expenses incurred by
   the mortgagee in connection with such default in obtaining such insurance
   coverage are recoverable from the related Mortgagor; the related Mortgage
   Loan documents require that the related insurance policies provide that they
   may not be terminated without at least 10 days' prior notice to the mortgagee
   and, to the Depositor's knowledge, it has not received any such notice; the
   related insurance certificates (other than those limited to liability
   protection) name the mortgagee and its successors as mortgagee or loss payee;
   no notice of termination or cancellation with respect to any such insurance
   policy has been received by the Depositor; all premiums under any such
   insurance policy have been paid through the related Due Date in December
   2002; all such insurance policies are required to be maintained with
   insurance companies having "financial strength" or "claims paying ability"
   ratings of at least "A:VII" from A.M. Best Company or at least "BBB+" (or
   equivalent) from a nationally recognized statistical rating agency (or, with
   respect to certain blanket insurance policies, such other ratings as are in
   compliance with S&P's applicable criteria); and, except for certain amounts
   not greater than amounts which would be considered prudent by an
   institutional commercial mortgage lender with respect to a similar mortgage
   loan and which are set forth in the related Mortgage or other loan documents
   relating to such Mortgage Loan, and subject to the rights of the lessor under
   any related Ground Lease, any insurance proceeds will be applied either to
   the repair or restoration of all or part of the related Mortgaged Property or
   the reduction of the outstanding principal balance of such Mortgage Loan.
   Notwithstanding anything to the contrary in this paragraph (b)(xiii), with
   regard to insurance for acts of terrorism, any such insurance and the amount
   thereof may be limited by the commercial availability of such coverage,
   whether the mortgagee may reasonably require such insurance, certain
   limitations with respect to the cost thereof and/or whether such hazards are
   at the time commonly insured against for property similar to the related
   Mortgaged Property located in or around the region in which the Mortgaged
   Property is located.

                                      -84-
<PAGE>

         (xiv) No Material Defaults. Other than payments due but not yet 30 days
   or more delinquent, there is, to the actual knowledge of the Depositor, (A)
   no material default, breach, violation or event of acceleration existing
   under the related Mortgage Note, the related Mortgage or other loan documents
   relating to such Mortgage Loan, and (B) no event which, with the passage of
   time or with notice and the expiration of any grace or cure period, would
   constitute a material default, breach, violation or event of acceleration
   under any of such documents; provided, however, that this representation and
   warranty does not cover any default, breach, violation or event of
   acceleration that specifically pertains to or arises out of the subject
   matter otherwise covered by any other representation and warranty made by the
   Seller in this Section 2.04(b). If the Depositor had knowledge of any
   material default, breach, violation or event of acceleration under any of
   such documents, the Depositor has not waived any such material default,
   breach, violation or event of acceleration. Under the terms of such Mortgage
   Loan, no person or party other than the mortgagee or its servicing agent may
   declare an event of default or accelerate the related indebtedness under such
   Mortgage Loan.

         (xv) No Payment Delinquency. As of the Closing Date, such Mortgage Loan
   is not, and in the prior 12 months (or since the date of origination if such
   Mortgage Loan has been originated within the past 12 months), has not been,
   30 days or more past due in respect of any Monthly Payment.

         (xvi) Interest Accrual Basis. Such Mortgage Loan accrues interest on an
   Actual/360 Basis or on a 30/360 Basis; and such Mortgage Loan accrues
   interest (payable monthly in arrears) at a fixed rate of interest throughout
   the remaining term thereof (except if such Mortgage Loan is an ARD Mortgage
   Loan, in which case the accrual rate for interest will increase after its
   Anticipated Repayment Date, and except in connection with the occurrence of a
   default and the accrual of default interest).

         (xvii) Subordinate Debt. Except as set forth on Schedule III-(xvii),
   each related Mortgage or other loan document relating to such Mortgage Loan
   does not provide for or permit, without the prior written consent of the
   holder of the related Mortgage Note, any related Mortgaged Property to secure
   any other promissory note or debt (other than another Mortgage Loan in the
   Trust Fund).

         (xviii) Qualified Mortgage. Such Mortgage Loan is a "qualified
   mortgage" within the meaning of Section 860G(a)(3) of the Code. Accordingly,
   either as of the date of origination or the Closing Date, the fair market
   value of the real property securing such Mortgage Loan was not less than 80%
   of the "adjusted issue price" (within the meaning of the REMIC Provisions) of
   such Mortgage Loan. For purposes of the preceding sentence, the fair market
   value of the real property securing such Mortgage Loan was first reduced by
   the amount of any lien on such real property that is senior to the lien that
   secures such Mortgage Loan, and was further reduced by a proportionate amount
   of any lien that is on a parity with the lien that secures such Mortgage
   Loan.

         (xix) Prepayment Consideration. Prepayment Premiums and Yield
   Maintenance Charges payable with respect to such Mortgage Loan, if any,
   constitute "customary prepayment penalties" within the meaning of Treasury
   regulation section 1.860G-1(b)(2).

                                      -85-
<PAGE>

         (xx) Environmental Conditions. One or more environmental site
   assessments or transaction screens, or one or more updates of a previously
   conducted environmental assessment or transaction screen, were performed by
   an environmental consulting firm independent of the Depositor and the
   Depositor's Affiliates with respect to each related Mortgaged Property during
   the 12-month period preceding the Cut-off Date, and the Depositor, having
   made no independent inquiry other than to review the report(s) prepared in
   connection with the assessment(s), transaction screen(s) and/or update(s)
   referenced herein, has no knowledge of, and has not received actual notice
   of, any material and adverse environmental condition or circumstance
   affecting such Mortgaged Property that was not disclosed in such report(s);
   all such environmental site assessments and transaction screens met ASTM
   requirements to the extent set forth in such report; and none of the
   environmental reports reveal any circumstances or conditions that are in
   violation of any applicable environmental laws, or if such report does reveal
   such circumstances, then (1) the same have been remediated in all material
   respects, (2) sufficient funds have been escrowed or a letter of credit,
   guaranty or other instrument has been delivered for purposes of covering the
   estimated costs of such remediation, (3) the related Mortgagor or other
   responsible party is currently taking remedial or other appropriate action to
   address the environmental issue consistent with the recommendations in such
   site assessment, (4) the cost of the environmental issue relative to the
   value of such Mortgaged Property was de minimis, or (5) environmental
   insurance has been obtained.

         (xxi) Realization Against Real Estate Collateral. The related Mortgage
   Note, Mortgage(s), Assignment(s) of Leases and other loan documents securing
   such Mortgage Loan, if any, contain customary and, subject to the limitations
   and exceptions as to enforceability in paragraph (b)(v) above, enforceable
   provisions such as to render the rights and remedies of the holder thereof
   adequate for the practical realization against the related Mortgaged Property
   or Properties of the principal benefits of the security intended to be
   provided thereby, including realization by judicial or, if applicable,
   non-judicial foreclosure.

         (xxii) Bankruptcy. As of the date of origination of such Mortgage Loan,
   to the Depositor's knowledge, after due inquiry, the related Mortgagor is not
   a debtor in any bankruptcy, reorganization, insolvency or comparable
   proceeding.

         (xxiii) Loan Security. Such Mortgage Loan is secured by either a
   mortgage on a fee simple interest or a leasehold estate in a commercial
   property or multifamily property, including the related Mortgagor's interest
   in the improvements on the related Mortgaged Property.

         (xxiv) Amortization. Such Mortgage Loan does not provide for negative
   amortization unless such Mortgage Loan is an ARD Mortgage Loan, in which case
   it may occur only after the Anticipated Repayment Date.

         (xxv) Whole Loan. Such Mortgage Loan is a whole loan, contains no
   equity participation by the lender or shared appreciation feature and does
   not provide for any contingent interest in the form of participation in the
   cash flow of the related Mortgaged Property.

         (xxvi) Due-on-Encumbrance. Each Mortgage Loan contains provisions for
   the acceleration of the payment of the unpaid principal balance of such
   Mortgage Loan if, without the prior written consent of the mortgagee or
   Rating Agency confirmation that an Adverse

                                      -86-
<PAGE>

   Rating Event would not occur, any related Mortgaged Property or direct
   controlling interest therein, is directly encumbered in connection with
   subordinate financing. To the Depositor's knowledge, no related Mortgaged
   Property is encumbered in connection with subordinate financing; however, if
   the related Mortgaged Property is listed on Schedule III-xxvi, then certain
   direct controlling equity holders in the related Mortgagor have the right to
   incur, or are known to the Depositor to have incurred, debt secured by their
   ownership interest in the related Mortgagor.

         (xxvii) Due-on-Sale. Except with respect to transfers of certain
   non-controlling and/or minority interests in the related Mortgagor as
   specified in the related Mortgage or with respect to transfers of interests
   in the related Mortgagor between immediate family members and with respect to
   transfers by devise, by descent or by operation of law or otherwise upon the
   death or incapacity of a person having an interest in the related Mortgagor
   and, except as set forth on Schedule II-xxvii, each Mortgage Loan contains
   either (A) provisions for the acceleration of the payment of the unpaid
   principal balance of such Mortgage Loan if any related Mortgaged Property or
   interest therein is directly or indirectly transferred or sold without the
   prior written consent of the mortgagee or rating agency confirmation, or (B)
   provisions for the acceleration of the payment of the unpaid principal
   balance of such Mortgage Loan if any related Mortgaged Property or interest
   therein is directly or indirectly transferred or sold without the related
   Mortgagor having satisfied certain conditions specified in the related
   Mortgage with respect to permitted transfers (which conditions are consistent
   with the practices of prudent commercial mortgage lenders).

         (xxviii) Mortgagor Concentration. Except as set forth on Schedule
   III-xxviii, such Mortgage Loan, together with any other Mortgage Loan made to
   the same Mortgagor or to an Affiliate of such Mortgagor, does not represent
   more than 5% of the Initial Pool Balance.

         (xxix) Waivers; Modifications. Except as set forth in a written
   instrument included in the related Mortgage File, the (a) terms of the
   related Mortgage Note, the related Mortgage(s) and any related loan agreement
   and/or lock-box agreement have not been waived, modified, altered, satisfied,
   impaired, canceled, subordinated or rescinded by mortgagee in any manner, and
   (b) no portion of a related Mortgaged Property has been released from the
   lien of the related Mortgage, in the case of (a) and/or (b), to an extent or
   in a manner that in any such event materially and adversely interferes with
   the mortgagee's realization of the principal benefits and/or security
   intended to be provided by such document or instrument.

         (xxx) Inspection. Each related Mortgaged Property was inspected by or
   on behalf of the related originator during the six-month period prior to the
   related origination date.

         (xxxi) Property Release. The terms of the related Mortgage Note,
   Mortgage(s) or other loan document securing such Mortgage Loan do not provide
   for the release from the lien of such Mortgage of any material portion of the
   related Mortgaged Property that is necessary to the operation of such
   Mortgaged Property and was given material value in the underwriting of such
   Mortgage Loan at origination, without (A) payment in full of such Mortgage
   Loan, (B) delivery of Defeasance Collateral in the form of "government
   securities" within the meaning of Section 2(a)(16) of the Investment Company
   Act of 1940, as amended (the "Investment Company Act"), (C) delivery of
   substitute real property collateral, or (D) payment of a release

                                      -87-
<PAGE>

   price equal to at least 110% of the amount of such Mortgage Loan allocated to
   the related Mortgaged Property subject to the release.

         (xxxii) Qualifications; Licensing; Zoning. The related Mortgagor has
   covenanted in the Mortgage Loan documents to maintain the related Mortgaged
   Property in compliance in all material respects with, to the extent it is not
   grandfathered under, all applicable laws, zoning ordinances, rules, covenants
   and restrictions affecting the construction, occupancy, use and operation of
   such Mortgaged Property, and the related originator performed the type of due
   diligence in connection with the origination of such Mortgage Loan
   customarily performed by prudent institutional commercial and multifamily
   mortgage lenders with respect to the foregoing matters; except as set forth
   on Schedule III-xxxii, the Depositor has received no notice of any material
   violation of, to the extent is has not been grandfathered under, any
   applicable laws, zoning ordinances, rules, covenants or restrictions
   affecting the construction, occupancy, use or operation of the related
   Mortgaged Property (unless affirmatively covered by the title insurance
   referred to in paragraph (b)(xi) above (or an endorsement thereto)); to the
   Depositor's knowledge (based on surveys, opinions, letters from
   municipalities and/or title insurance obtained in connection with the
   origination of such Mortgage Loan), no improvement that was included for the
   purpose of determining the appraised value of the related Mortgaged Property
   at the time of origination of such Mortgage Loan lay outside the boundaries
   and building restriction lines of such property, in effect at the time of
   origination of such Mortgage Loan, to an extent which would have a material
   adverse affect on the related Mortgagor's use and operation of such Mortgaged
   Property (unless grandfathered with respect thereto or affirmatively covered
   by the title insurance referred to in paragraph (b)(xi) above (or an
   endorsement thereto)), and no improvements on adjoining properties encroached
   upon such Mortgaged Property to any material extent.

         (xxxiii) Property Financial Statements. The related Mortgagor has
   covenanted in the Mortgage Loan documents to deliver to the mortgagee
   quarterly and/or annual operating statements and rent rolls of each related
   Mortgaged Property.

         (xxxiv) Single Purpose Entity. If such Mortgage Loan has a Cut-off Date
   Balance in excess of $15 million, then the related Mortgagor is obligated by
   its organizational documents and/or the related Mortgage Loan documents to be
   a Single Purpose Entity for so long as such Mortgage Loan is outstanding; and
   if such Mortgage Loan has a Cut-off Date Balance less than $15 million, the
   related Mortgagor is obligated by its organizational documents and/or the
   related Mortgage Loan documents to own the related Mortgaged Property and no
   other material asset unrelated to such Mortgaged Property and, except as
   permitted by the related Mortgage Loan documents, not to incur other
   financing for so long as such Mortgage Loan is outstanding.

         (xxxv) Advancing of Funds. No advance of funds has been made, directly
   or indirectly, by the originator or the Depositor to the related Mortgagor
   other than pursuant to the related Mortgage Note; and, to the actual
   knowledge of the Depositor, no funds have been received from any Person other
   than such Mortgagor for or on account of payments due on the related Mortgage
   Note.

                                      -88-
<PAGE>

         (xxxvi) Legal Proceedings. To the Depositor's actual knowledge, there
   are no pending actions, suits or proceedings by or before any court or
   governmental authority against or affecting the related Mortgagor or any
   related Mortgaged Property that, if determined adversely to such Mortgagor or
   Mortgaged Property, would materially and adversely affect the value of such
   Mortgaged Property or the ability of such Mortgagor to pay principal,
   interest or any other amounts due under such Mortgage Loan.

         (xxxvii) Originator Duly Authorized. To the extent required under
   applicable law, the originator of such Mortgage Loan was qualified and
   authorized to do business in each jurisdiction in which a related Mortgaged
   Property is located at all times when it held such Mortgage Loan to the
   extent necessary to ensure the enforceability of such Mortgage Loan.

         (xxxviii)Trustee under Deed of Trust. If the related Mortgage is a deed
   of trust, a trustee, duly qualified under applicable law to serve as such, is
   properly designated and serving under such Mortgage, and no fees and expenses
   are payable to such trustee except in connection with a trustee sale of the
   related Mortgaged Property following a default or in connection with the
   release of liens securing such Mortgage Loan.

         (xxxix) Cross-Collateralization. The related Mortgaged Property is not,
   to the Depositor's knowledge, collateral or security for any mortgage loan
   that is not in the Trust Fund; and, if such Mortgage Loan is
   cross-collateralized, it is cross-collateralized only with other Mortgage
   Loans in the Trust Fund. The security interest/lien on each material item of
   collateral for such Mortgage Loan has been assigned to the Trustee.

         (xl) Flood Hazard Insurance. None of the improvements on any related
   Mortgaged Property are located in a flood hazard area as defined by the
   Federal Insurance Administration or, if they are, the related Mortgagor has
   obtained flood hazard insurance.

         (xli) Engineering Assessments. Except as set forth on Schedule III-xli,
   one or more engineering assessments or updates of a previously conducted
   engineering assessment were performed by an Independent engineering
   consulting firm with respect to each related Mortgaged Property during the
   12-month period preceding the Cut-off Date, and the Depositor, having made no
   independent inquiry other than to review the report(s) prepared in connection
   with such assessment(s) and or update(s), does not have any knowledge of any
   material and adverse engineering condition or circumstance affecting such
   Mortgaged Property that was not disclosed in such report(s); and, to the
   extent such assessments revealed deficiencies, deferred maintenance or
   similar conditions, either (A) the estimated cost has been escrowed or a
   letter of credit has been provided, (B) repairs have been made or (C) the
   scope of the deferred maintenance relative to the value of such Mortgaged
   Property was de minimis.

         (xlii) Escrows. All escrow deposits and payments relating to such
   Mortgage Loan are under control of the Depositor or the servicer of such
   Mortgage Loan and all amounts required as of the date hereof under the
   related Mortgage Loan documents to be deposited by the related Mortgagor have
   been deposited. The Depositor is transferring to the Trustee all of its
   right, title and interest in and to such amounts.

         (xliii) Licenses, Permits and Authorizations. The related Mortgagor has
   represented in the related Mortgage Loan documents that, and, to the actual
   knowledge of the

                                      -89-
<PAGE>

   Depositor, as of the date of origination of such Mortgage Loan, all material
   licenses, permits and authorizations then required for use of the related
   Mortgaged Property by such Mortgagor, the related lessee, franchisor or
   operator have been issued and were valid and in full force and effect.

         (xliv) Origination, Servicing and Collection Practices. The
   origination, servicing and collection practices used by the Depositor or any
   prior holder of the Mortgage Note have been in all respects legal and have
   met customary industry standards.

         (xlv) Fee Simple. Except as set forth on Schedule III-xlv, such
   Mortgage Loan is secured in whole or in material part by a fee simple
   interest.

         (xlvi) Leasehold Interest Only. If such Mortgage Loan is secured in
   whole or in material part by the interest of the related Mortgagor as a
   lessee under a Ground Lease but not by the related fee interest, then:

         (A)   such Ground Lease or a memorandum thereof has been or will be
               duly recorded and such Ground Lease permits the interest of the
               lessee thereunder to be encumbered by the related Mortgage or, if
               consent of the lessor thereunder is required, it has been
               obtained prior to the Closing Date;

         (B)   except as set forth on Schedule III-(xlvi), upon the foreclosure
               of such Mortgage Loan (or acceptance of a deed in lieu thereof),
               the Mortgagor's interest in such Ground Lease is assignable to
               the Trustee without the consent of the lessor thereunder (or, if
               any such consent is required, it has been obtained prior to the
               Closing Date) and, in the event that it is so assigned, is
               further assignable by the Trustee and its successors without a
               need to obtain the consent of such lessor (or, if any such
               consent is required, it has been obtained prior to the Closing
               Date or may not be unreasonably withheld);

         (C)   except as set forth on Schedule III-(xlvi), such Ground Lease may
               not be amended or modified without the prior written consent of
               the mortgagee under such Mortgage Loan and any such action
               without such consent is not binding on such mortgagee, its
               successors or assigns;

         (D)   except as set forth on Schedule III-(xlvi), unless otherwise set
               forth in such Ground Lease, such Ground Lease does not permit any
               increase in the amount of rent payable by the ground lessee
               thereunder during the term of such Mortgage Loan;

         (E)   such Ground Lease was in full force and effect as of the date of
               origination of the related Mortgage Loan, and to the actual
               knowledge of the Depositor, at the Closing Date, such Ground
               Lease is in full force and effect; to the actual knowledge of the
               Depositor, except for payments due but not yet 30 days or more
               delinquent, (1) there is no material default under such Ground
               Lease, and (2) there is no event which, with the

                                      -90-
<PAGE>

               passage of time or with notice and the expiration of any grace or
               cure period, would constitute a material default under such
               Ground Lease;

         (F)   except as set forth on Schedule III-(xlvi), such Ground Lease, or
               an estoppel or consent letter received by the mortgagee under
               such Mortgage Loan from the lessor, requires the lessor
               thereunder to give notice of any default by the lessee to such
               mortgagee; and such Ground Lease, or an estoppel or consent
               letter received by the mortgagee under such Mortgage Loan from
               the lessor, further provides either (1) that no notice of
               termination given under such Ground Lease is effective against
               such mortgagee unless a copy has been delivered to the mortgagee
               in the manner described in such Ground Lease, estoppel or consent
               letter or (2) that upon any termination of such Ground Lease the
               lessor will enter into a new lease with such mortgagee upon such
               mortgagee's request;

         (G)   except as set forth on Schedule III-(xlvi), based upon the
               related policy of title insurance, the ground lessee's interest
               in such Ground Lease is not subject to any liens or encumbrances
               superior to, or of equal priority with, the related Mortgage,
               other than the related ground lessor's related fee interest and
               any Permitted Encumbrances;

         (H)   except as set forth on Schedule III-(xlvi), the mortgagee under
               such Mortgage Loan is permitted a reasonable opportunity to cure
               any curable default under such Ground Lease (not less than the
               time provided to the related lessee under such ground lease to
               cure such default) before the lessor thereunder may terminate or
               cancel such Ground Lease;

         (I)   except as set forth on Schedule III-(xlvi), such Ground Lease has
               a currently effective term (exclusive of any unexercised
               extension options set forth therein) that extends not less than
               20 years beyond the Stated Maturity Date of the related Mortgage
               Loan;

         (J)   except as set forth on Schedule III-(xlvi), under the terms of
               such Ground Lease, any estoppel or consent letter received by the
               mortgagee under such Mortgage Loan from the lessor and the
               related Mortgage Loan documents, taken together, any related
               insurance proceeds, other than de minimis amounts for minor
               casualties, with respect to the leasehold interest, or
               condemnation proceeds will be applied either to the repair or
               restoration of all or part of the related Mortgaged Property,
               with the mortgagee or a trustee appointed by it having the right
               to hold and disburse such proceeds as the repair or restoration
               progresses (except in such cases where a provision entitling
               another party to hold and disburse such proceeds would not be
               viewed as commercially unreasonable by a prudent commercial
               mortgage lender), or to the payment of the outstanding principal
               balance of the Mortgage Loan, together with any accrued interest
               thereon;

                                      -91-
<PAGE>

         (K)   such Ground Lease does not impose any restrictions on use or
               subletting which would be viewed as commercially unreasonable by
               a prudent commercial mortgage lender;

         (L)   except as set forth on Schedule III-(xlvi), upon the request of
               the mortgagee under such Mortgage Loan, the ground lessor under
               such Ground Lease is required to enter into a new lease upon
               termination of the Ground Lease for any reason prior to the
               expiration of the term thereof, including as a result of the
               rejection of the Ground Lease in a bankruptcy of the related
               Mortgagor unless the mortgagee under such Mortgage Loan fails to
               cure a default of the lessee under such Ground Lease following
               notice thereof from the lessor; and

         (M)   the terms of the related Ground Lease have not been waived,
               modified, altered, satisfied, impaired, canceled, subordinated or
               rescinded in any manner which materially interferes with the
               security intended to be provided by such Mortgage, except as set
               forth in an instrument or document contained in the related
               Mortgage File.

         (xlvii) Fee Simple and Leasehold Interest. If such Mortgage Loan is
   secured in whole or in part by the interest of the related Mortgagor under a
   Ground Lease and by the related fee interest, then (A) such fee interest is
   subject, and subordinated of record, to the related Mortgage, (B) the related
   Mortgage does not by its terms provide that it will be subordinated to the
   lien of any other mortgage or other lien upon such fee interest, and (C) upon
   occurrence of a default under the terms of the related Mortgage by the
   related Mortgagor, the mortgagee under such Mortgage Loan has the right
   (subject to the limitations and exceptions set forth in paragraph (b)(v)
   above) to foreclose upon or otherwise exercise its rights with respect to
   such fee interest.

         (xlviii) Tax Lot; Utilities. Except as set forth on Schedule
   III-xlviii, each related Mortgaged Property constitutes one or more complete
   separate tax lots (or the related Mortgagor has covenanted to obtain separate
   tax lots and an escrow of funds in an amount sufficient to pay taxes
   resulting from a breach thereof has been established) or is subject to an
   endorsement under the related title insurance policy; and each related
   Mortgaged Property is served by a public or other acceptable water system, a
   public sewer (or, alternatively, a septic) system, and other customary
   utility facilities.

         (xlix) Defeasance. If such Mortgage Loan is a Defeasance Mortgage Loan,
   the related Mortgage Loan documents require the related Mortgagor to pay all
   reasonable costs associated with the defeasance thereof, and either: (A)
   require the prior written consent of, and compliance with the conditions set
   by, the holder of such Mortgage Loan for defeasance or (B) require that (1)
   except as set forth on Schedule III-(xlix), defeasance may not occur prior to
   the second anniversary of the Closing Date, (2) the Defeasance Collateral
   must be government securities within the meaning of Treasury regulation
   section 1.860G-2(a)(8)(i) and must be sufficient to make all scheduled
   payments under the related Mortgage Note when due (assuming for each ARD
   Mortgage Loan that it matures on its Anticipated Repayment Date or on the
   date when any open prepayment period set forth in the related Mortgage Loan
   documents commences) or, in the case of a partial defeasance that effects the
   release of a material portion of

                                      -92-
<PAGE>

   the related Mortgaged Property, to make all scheduled payments under the
   related Mortgage Note on that part of such Mortgage Loan equal to at least
   110% of the allocated loan amount of the portion of the Mortgaged Property
   being released, (3) an independent accounting firm (which may be the
   Mortgagor's independent accounting firm) certify that the Defeasance
   Collateral is sufficient to make such payments, (4) the Mortgage Loan be
   assumed by a successor entity designated by the holder of such Mortgage Loan,
   and (5) counsel provide an opinion letter to the effect that the Trustee has
   a perfected security interest in such Defeasance Collateral prior to any
   other claim or interest.

         (l) Primary Servicing Rights. No Person has been granted or conveyed
   the right to primary service such Mortgage Loan or receive any consideration
   in connection therewith except (A) as contemplated in this Agreement with
   respect to primary servicers that are to be sub-servicers of the Master
   Servicer, (B) as has been conveyed to Wachovia, in its capacity as a primary
   servicer, or (C) as has been terminated.

         (li) Mechanics' and Materialmen's Liens. To the Depositor's knowledge,
   as of origination (A) the related Mortgaged Property is free and clear of any
   and all mechanics' and materialmen's liens that are not bonded, insured
   against or escrowed for, and (B) no rights are outstanding that under law
   could give rise to any such lien that would be prior or equal to the lien of
   the related Mortgage (unless affirmatively covered by the title insurance
   referred to in paragraph (b)(xi) above (or an endorsement thereto)). The
   Depositor has not received actual notice with respect to such Mortgage Loan
   that any mechanics' and materialmen's liens have encumbered such Mortgaged
   Property since origination that have not been released, bonded, insured
   against or escrowed for.

         (lii) Due Date. The Due Date for such Mortgage Loan is scheduled to be
   the tenth day or the eleventh day of each month.

         (liii) Assignment of Leases. Subject only to Permitted Encumbrances,
   the related Assignment of Leases set forth in or separate from the related
   Mortgage and delivered in connection with such Mortgage Loan establishes and
   creates a valid and, subject only to the exceptions in paragraph (b)(v)
   above, enforceable first priority lien and first priority security interest
   in the related Mortgagor's right to receive payments due under any and all
   leases, subleases, licenses or other agreements pursuant to which any Person
   is entitled to occupy, use or possess all or any portion of the related
   Mortgaged Property subject to the related Mortgage, except that a license may
   have been granted to the related Mortgagor to exercise certain rights and
   perform certain obligations of the lessor under the relevant lease or leases;
   and each assignor thereunder has the full right to assign the same.

         (liv) Mortgagor Formation or Incorporation. To the Depositor's
   knowledge, the related Mortgagor is a Person formed or incorporated in a
   jurisdiction within the United States.

         (lv) No Ownership Interest in Mortgagor. The Depositor has no ownership
   interest in the related Mortgaged Property or the related Mortgagor other
   than as the holder of such Mortgage Loan being sold and assigned, and neither
   the Depositor nor any affiliate of the Depositor has any obligation to make
   any capital contributions to the related Mortgagor under the Mortgage or any
   other related Mortgage Loan document.

                                      -93-
<PAGE>

         (lvi) No Undisclosed Common Ownership. To the Depositor's knowledge,
   except as set forth on Schedule III-(lvi), no two properties securing
   Mortgage Loans are directly or indirectly under common ownership except to
   the extent that such common ownership has been specifically disclosed in the
   Mortgage Loan Schedule.

         (lvii) Mortgage Loan Outstanding. Such Mortgage Loan has not been
   satisfied in full, and except as expressly contemplated by the related loan
   agreement or other documents contained in the related Mortgage File, no
   material portion of the related Mortgaged Property has been released.

         (lviii) Usury. Such Mortgage Loan complied with or was exempt from all
   applicable usury laws in effect at its date of origination.

         (lix) ARD Mortgage Loan. If such Mortgage Loan is an ARD Mortgage Loan
   and has a Cut-off Date Balance of $15,000,000 or more, then:

         (A)   the related Anticipated Repayment Date is not less than five
               years from the origination date for such Mortgage Loan;

         (B)   such Mortgage Loan provides that from the related Anticipated
               Repayment Date through the maturity date for such Mortgage Loan,
               all excess cash flow (net of normal monthly debt service on such
               Mortgage Loan, monthly expenses reasonably related to the
               operation of the related Mortgaged Property, amounts due for
               reserves established under such Mortgage Loan, and payments for
               any other expenses, including capital expenses, related to such
               Mortgaged Property which are approved by mortgagee) will be
               applied to repay principal due under such Mortgage Loan; and

         (C)   no later than the related Anticipated Repayment Date, the related
               Mortgagor is required (if it has not previously done so) to enter
               into a "lockbox agreement" whereby all revenue from the related
               Mortgaged Property will be deposited directly into a designated
               account controlled by the mortgagee under such Mortgage Loan.

         (lx) Appraisal. An appraisal of the related Mortgaged Property was
   conducted in connection with the origination of such Mortgage Loan; and such
   appraisal satisfied either (A) the requirements of the "Uniform Standards of
   Professional Appraisal Practice" as adopted by the Appraisal Standards Board
   of the Appraisal Foundation, or (B) the guidelines in Title XI of the
   Financial Institutions Reform, Recovery and Enforcement Act of 1989, in
   either case as in effect on the date such Mortgage Loan was originated.

     Except as expressly provided in Section 2.04(a), the Depositor does not
make any representations or warranties regarding the UBS Mortgage Loans.

     The representations, warranties and covenants of the Depositor set forth in
Section 2.04(a) and Section 2.04(b) shall survive the execution and delivery of
this Agreement and shall inure to the benefit of the Persons for whose benefit
they were made for so long as the Trust Fund remains in

                                      -94-
<PAGE>

existence. Upon discovery by any party hereto of any breach of any of such
representations, warranties and covenants, the party discovering such breach
shall give prompt written notice thereof to the other parties.

     SECTION 2.05. Acceptance of Grantor Trust Assets by Trustee; Issuance of
                   the Class V Certificates.

     It is the intention of the parties hereto that the segregated pool of
assets consisting of any collections of Additional Interest Received by the
Trust on the ARD Mortgage Loans and any successor REO Mortgage Loans constitute
a grantor trust for federal income tax purposes. The Trustee, by its execution
and delivery hereof, acknowledges the assignment to it of the Grantor Trust
Assets and declares that it holds and will hold such assets in trust for the
exclusive use and benefit of all present and future Holders of the Class V
Certificates. Concurrently with the assignment to it of the Grantor Trust
Assets, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, to or upon the order of the Depositor, the Class V
Certificates in authorized denominations evidencing, in the aggregate, the
entire beneficial ownership of the Grantor Trust. The rights of Holders of the
Class V Certificates, to receive distributions from the proceeds of the Grantor
Trust Assets, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement. The Class V Certificates
shall evidence the entire beneficial ownership of the Grantor Trust.

     SECTION 2.06. Execution, Authentication and Delivery of Class R-LR
                   Certificates; Creation of Loan REMIC Regular Interests.

     The Trustee hereby acknowledges the assignment to it of the assets included
in the Loan REMICs. Concurrently with such assignment and in exchange therefor,
(a) the Loan REMIC Regular Interests have been issued, and (b) pursuant to the
written request of the Depositor executed by an authorized officer thereof, the
Trustee, as Certificate Registrar, has executed, and the Trustee, as
Authenticating Agent, has authenticated and delivered to or upon the order of
the Depositor, the Class R-LR Certificates in authorized denominations. The
interests evidenced by the Class R-LR Certificates, together with the related
Loan REMIC Regular Interests, constitute the entire beneficial ownership of the
Loan REMICs. The rights of the Class R-LR Certificateholders and REMIC I (as
holder of the Loan REMIC Regular Interests) to receive distributions from the
proceeds of the Early Defeasance Mortgage Loans (or any successor REO Mortgage
Loans) in respect of the Class R-LR Certificates and the Loan REMIC Regular
Interests, respectively, and all ownership interests evidenced or constituted by
the Class R-LR Certificates and the Loan REMIC Regular Interests, shall be as
set forth in this Agreement.

     SECTION 2.07. Conveyance of Loan REMIC Regular Interests; Acceptance of the
                   Loan REMICs by Trustee.

     The Depositor, as of the Closing Date, and concurrently with the execution
and delivery of this Agreement, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the Loan REMIC Regular
Interests to the Trustee for the benefit of the Holders of the Class R-LR
Certificates and REMIC II as the holder of the REMIC I Regular Interests. The
Trustee acknowledges the assignment to it of the Loan REMIC Regular Interests
and declares that it holds and will hold the same in trust for the exclusive use
and benefit of all present and future Holders of the REMIC III Certificates.

                                      -95-
<PAGE>

     SECTION 2.08. Execution, Authentication and Delivery of Class R-I
                   Certificates; Creation of REMIC I Regular Interests.

     The Trustee hereby acknowledges the assignment to it of the assets included
in REMIC I. Concurrently with such assignment and in exchange therefor, (a) the
REMIC I Regular Interests have been issued, and (b) pursuant to the written
request of the Depositor executed by an authorized officer thereof, the Trustee,
as Certificate Registrar, has executed, and the Trustee, as Authenticating
Agent, has authenticated and delivered to or upon the order of the Depositor,
the Class R-I Certificates in authorized denominations. The interests evidenced
by the Class R-I Certificates, together with the REMIC I Regular Interests,
constitute the entire beneficial ownership of REMIC I. The rights of the Class
R-I Certificateholders and REMIC II (as holder of the REMIC I Regular Interests)
to receive distributions from the proceeds of REMIC I in respect of the Class
R-I Certificates and the REMIC I Regular Interests, respectively, and all
ownership interests evidenced or constituted by the Class R-I Certificates and
the REMIC I Regular Interests, shall be as set forth in this Agreement.

     SECTION 2.09. Conveyance of REMIC I Regular Interests; Acceptance of REMIC
                   II by Trustee.

     The Depositor, as of the Closing Date, and concurrently with the execution
and delivery of this Agreement, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the Class R-II
Certificates and REMIC III as the holder of the REMIC II Regular Interests. The
Trustee acknowledges the assignment to it of the REMIC I Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future Holders of the Class R-II Certificates and the
REMIC III Certificates.

     SECTION 2.10. Execution, Authentication and Delivery of Class R-II
                   Certificates; Creation of REMIC II Regular Interests.

     Concurrently with the assignment to the Trustee of the REMIC I Regular
Interests and in exchange therefor, (a) the REMIC II Regular Interests have been
issued and (b) pursuant to the written request of the Depositor executed by an
authorized officer thereof, the Trustee, as Certificate Registrar, has executed,
and the Trustee, as Authenticating Agent, has authenticated and delivered to or
upon the order of the Depositor, the Class R-II Certificates in authorized
denominations. The rights of the Class R-II Certificateholders and REMIC III (as
holder of the REMIC II Regular Interests) to receive distributions from the
proceeds of REMIC II in respect of the Class R-II Certificates and the REMIC II
Regular Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-II Certificates and the REMIC II Regular Interests,
shall be as set forth in this Agreement.

     SECTION 2.11. Conveyance of REMIC II Regular Interests; Acceptance of REMIC
                   III by Trustee.

     The Depositor, as of the Closing Date, and concurrently with the execution
and delivery of this Agreement, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC II Regular
Interests to the Trustee for the benefit of the Holders of the REMIC III
Certificates. The Trustee acknowledges the assignment to it of the REMIC II
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC III
Certificates.

                                      -96-
<PAGE>

     SECTION 2.12. Execution, Authentication and Delivery of REMIC III
                   Certificates.

     Concurrently with the assignment to the Trustee of the REMIC II Regular
Interests and in exchange therefor, pursuant to the written request of the
Depositor executed by an officer thereof, the Trustee, as Certificate Registrar,
has executed, and the Trustee, as Authenticating Agent, has authenticated and
delivered to or upon the order of the Depositor, the REMIC III Certificates in
authorized denominations evidencing the entire beneficial ownership of REMIC
III. The rights of the Holders of the respective Classes of REMIC III
Certificates to receive distributions from the proceeds of REMIC III in respect
of their REMIC III Certificates, and all ownership interests evidenced or
constituted by the respective Classes of REMIC III Certificates in such
distributions, shall be as set forth in this Agreement.


                                      -97-
<PAGE>

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

     SECTION 3.01. Administration of the Mortgage Loans.

     (a) All of the Mortgage Loans and REO Properties are to be serviced and
administered by the Master Servicer and/or the Special Servicer hereunder. Each
of the Master Servicer and the Special Servicer shall service and administer the
Mortgage Loans and REO Properties that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee, for the benefit of the
Certificateholders, as determined in the good faith and reasonable judgment of
the Master Servicer or the Special Servicer, as the case may be, in accordance
with: (i) any and all applicable laws; (ii) the express terms of this Agreement,
the respective Mortgage Loans; and (iii) to the extent consistent with the
foregoing, the Servicing Standard. The Master Servicer or the Special Servicer,
as applicable in accordance with this Agreement, shall service and administer
each Cross-Collateralized Group as a single Mortgage Loan as and when necessary
and appropriate consistent with the Servicing Standard. Without limiting the
foregoing, and subject to Section 3.21, (i) the Master Servicer shall service
and administer all of the Performing Mortgage Loans and shall render such
services with respect to the Specially Serviced Mortgage Loans as are
specifically provided for herein, and (ii) the Special Servicer shall service
and administer each Specially Serviced Mortgage Loan and REO Property and shall
render such services with respect to the Performing Mortgage Loans as are
specifically provided for herein. All references herein to the respective duties
of the Master Servicer and the Special Servicer, and to the areas in which they
may exercise discretion, shall be subject to Section 3.21.

     (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section
6.11(b)), the Master Servicer and the Special Servicer shall each have full
power and authority, acting alone (or, to the extent contemplated by Section
3.22 of this Agreement, through subservicers), to do or cause to be done any and
all things in connection with the servicing and administration contemplated by
Section 3.01(a) that it may deem necessary or desirable. Without limiting the
generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, with respect to each of the Mortgage Loans it is
obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Section 3.20 and Section 6.11 (taking
account of Section 6.11(b)), any and all modifications, extensions, waivers,
amendments or consents to or with respect to any documents contained in the
related Mortgage File; (iii) any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge or of assignment, and
all other comparable instruments; and (iv) any and all instruments that such
party may be required to execute on behalf of the Trustee in connection with the
defeasance of a Mortgage Loan as contemplated in this Agreement. Subject to
Section 3.10, the Trustee shall, at the written request of the Master Servicer
or the Special Servicer, promptly execute any limited powers of attorney and
other documents furnished by the Master Servicer or the Special Servicer that
are necessary or appropriate to enable them to carry out their servicing and
administrative duties hereunder; provided, however, that the Trustee shall not
be held liable for any misuse of any such power of attorney by the Master
Servicer or the Special Servicer. Notwithstanding anything contained herein to
the contrary,

                                      -98-
<PAGE>

neither the Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating the Master Servicer's or Special
Servicer's, as applicable, representative capacity; or (ii) take any action with
the intent to cause, and that actually causes, the Trustee to be registered to
do business in any state.

     (c) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.

     SECTION 3.02. Collection of Mortgage Loan Payments.

     (a) Each of the Master Servicer and the Special Servicer shall undertake
reasonable efforts to collect all payments required under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder and shall
follow such collection procedures as are consistent with the Servicing Standard;
provided, however, that neither the Master Servicer nor the Special Servicer
shall, with respect to any ARD Mortgage Loan after its Anticipated Repayment
Date, take any enforcement action with respect to the payment of Additional
Interest (other than the making of requests for its collection), unless (i) the
taking of an enforcement action with respect to the payment of other amounts due
under such ARD Mortgage Loan is, in the good faith and reasonable judgment of
the Special Servicer, necessary, appropriate and consistent with the Servicing
Standard or (ii) all other amounts due under such ARD Mortgage Loan have been
paid, the payment of such Additional Interest has not been forgiven in
accordance with Section 3.20 and, in the good faith and reasonable judgment of
the Special Servicer, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated interest accrued on
Advances. The Special Servicer shall ensure that, with respect to Specially
Serviced Mortgage Loans, the Mortgagors make payments directly to the Master
Servicer; provided that, in the event the Special Servicer receives a payment
that should have been made directly to the Master Servicer, the Special Servicer
shall promptly forward such payment to the Master Servicer. Upon receipt of any
such payment with respect to a Specially Serviced Mortgage Loan, the Master
Servicer shall promptly notify the Special Servicer, and the Special Servicer
shall direct the Master Servicer as to the proper posting of such payment.
Consistent with the foregoing, the Special Servicer, with regard to a Specially
Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing
Mortgage Loan, may waive or defer any Default Charges in connection with
collecting any late payment on a Mortgage Loan; provided that without the
consent of the Special Servicer in the case of a proposed waiver by the Master
Servicer, no such waiver or deferral may be made by the Master Servicer pursuant
to this Section 3.02 if any Advance has been made as to such delinquent payment.

     (b) All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions or to the
extent that such payments and other collections may be applied at the discretion
of the lender, on a pro rata basis in accordance with the respective amounts
then "due and owing" as to each such Mortgage Loan. Amounts Received by the
Trust in respect of or allocable to any particular Mortgage Loan (whether or not
such Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form
of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds shall be applied to amounts due and owing

                                      -99-
<PAGE>

under the related Mortgage Note and Mortgage (including for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Note and Mortgage and, in the absence of such express
provisions or to the extent that such payments and other collections may be
applied at the discretion of the lender, as follows: first, as a recovery of any
related unpaid servicing expenses and unreimbursed Servicing Advances; second,
as a recovery of accrued and unpaid interest on such Mortgage Loan at the
related Mortgage Rate to, but not including, the date of receipt (or, in the
case of a full Monthly Payment from any Mortgagor, through the related Due
Date), exclusive, however, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, of any such accrued and unpaid interest that
constitutes Additional Interest; third, as a recovery of principal of such
Mortgage Loan then due and owing, including by reason of acceleration of the
Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); fourth, unless a
Liquidation Event has occurred with respect to such Mortgage Loan, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums (including
premiums on any Environmental Insurance Policy), ground rents (if applicable)
and similar items; fifth, unless a Liquidation Event has occurred with respect
to such Mortgage Loan, as a recovery of Reserve Funds to the extent then
required to be held in escrow; sixth, as a recovery of any Prepayment Premium or
Yield Maintenance Charge then due and owing under such Mortgage Loan or as a
collection of Excess Defeasance Deposit Proceeds with respect to such Mortgage
Loan; seventh, as a recovery of any Default Charges then due and owing under
such Mortgage Loan; eighth, as a recovery of any assumption fees, modification
fees and extension fees then due and owing under such Mortgage Loan; ninth, as a
recovery of any other amounts then due and owing under such Mortgage Loan (other
than remaining unpaid principal and, in the case of an ARD Mortgage Loan after
its Anticipated Repayment Date, other than Additional Interest); tenth, as a
recovery of any remaining principal of such Mortgage Loan to the extent of its
entire remaining unpaid principal balance; and, eleventh, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and
unpaid Additional Interest on such ARD Mortgage Loan to but not including the
date of receipt.

     SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing
                   Accounts; Reserve Accounts.

     (a) The Master Servicer shall, as to all Mortgage Loans, establish and
maintain one or more accounts (the "Servicing Accounts"), in which all related
Escrow Payments shall be deposited and retained. Subject to the terms of the
related loan documents, each Servicing Account shall be an Eligible Account.
Withdrawals of amounts so collected from a Servicing Account may be made (in
each case, to the extent of amounts on deposit therein in respect of the related
Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of
interest or other income earned on such amounts) only for the following
purposes: (i) consistent with the related loan documents, to effect the payment
of real estate taxes, assessments, insurance premiums (including premiums on any
Environmental Insurance Policy), ground rents (if applicable) and comparable
items in respect of the respective Mortgaged Properties; (ii) insofar as the
particular Escrow Payment represents a late payment that was intended to cover
an item described in the immediately preceding clause (i) for which a Servicing
Advance was made, to reimburse the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to
refund to Mortgagors any sums as may be determined to be overages; (iv) to pay
interest, if required and as described below, to Mortgagors on balances in such
Servicing Account; (v) to pay the Master Servicer interest and investment income
on balances in such

                                     -100-
<PAGE>

Servicing Account as described in Section 3.06(b), if and to the extent not
required by law or the terms of the related loan documents to be paid to the
Mortgagor; or (vi) to clear and terminate such Servicing Account at the
termination of this Agreement in accordance with Section 9.01. To the extent
permitted by law or the applicable loan documents, funds in the Servicing
Accounts may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to
the Mortgagors interest, if any, earned on the investment of funds in the
related Servicing Accounts, if required by law or the terms of the related
Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from such Servicing Account, any provision herein to the contrary
notwithstanding.

     (b) The Master Servicer shall, as to each and every Mortgage Loan, (i)
maintain accurate records with respect to the related Mortgaged Property
reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof and (ii) use reasonable efforts to
obtain, from time to time, all bills for (or otherwise confirm) the payment of
such items (including renewal premiums) and, if the subject Mortgage Loan
requires the related Mortgagor to escrow for such items, shall effect payment
thereof prior to the applicable penalty or termination date. For purposes of
effecting any such payment for which it is responsible, the Master Servicer
shall apply Escrow Payments as allowed under the terms of the related Mortgage
Loan (or, if such Mortgage Loan does not require the related Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and similar items, the Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to cause the related
Mortgagor to comply with the requirement of the related Mortgage that the
Mortgagor make payments in respect of such items at the time they first become
due and, in any event, prior to the institution of foreclosure or similar
proceedings with respect to the related Mortgaged Property for nonpayment of
such items). Subject to Section 3.11(h), the Master Servicer shall timely make a
Servicing Advance to cover any such item which is not so paid, including any
penalties or other charges arising from the Mortgagor's failure to timely pay
such items.

     (c) The Master Servicer shall, as to each and every Mortgage Loan, make a
Servicing Advance with respect to the related Mortgaged Property in an amount
equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and further as provided in Section 3.05(a). No costs incurred by the Master
Servicer in effecting the payment of real estate taxes, assessments and, if
applicable, ground rents on or in respect of the Mortgaged Properties shall, for
purposes of this Agreement, including the Trustee's calculation of monthly
distributions to Certificateholders, be added to the unpaid Stated Principal
Balances of the related Mortgage Loans, notwithstanding that the terms of such
Mortgage Loans so permit. The foregoing shall in no way limit the Master
Servicer's ability to charge and collect from the Mortgagor such costs together
with interest thereon.

     (d) The Master Servicer shall, as to all Mortgage Loans, establish and
maintain, as applicable, one or more accounts (the "Reserve Accounts"), into
which all Reserve Funds, if any, shall

                                     -101-
<PAGE>

be deposited and retained. Withdrawals of amounts so deposited may be made (i)
for the specific purposes for which the particular Reserve Funds were delivered,
in accordance with the Servicing Standard and the terms of the related Mortgage
Note, Mortgage and any other agreement with the related Mortgagor governing such
Reserve Funds, and (ii) to pay the Master Servicer interest and investment
income earned on amounts in the Reserve Accounts as described below. To the
extent permitted in the applicable loan documents, funds in the Reserve Accounts
may be invested in Permitted Investments in accordance with the provisions of
Section 3.06. Subject to the related loan documents, all Reserve Accounts shall
be Eligible Accounts. Consistent with the Servicing Standard, the Master
Servicer may waive or extend the date set forth in any agreement governing
Reserve Funds by which any required repairs, capital improvements and/or
environmental remediation at the related Mortgaged Property must be completed;
provided that any waiver, any extension for more than 120 days and any
subsequent extension may only be granted with the consent of the Special
Servicer.

     SECTION 3.04. Custodial Account, Defeasance Deposit Account, Collection
                   Account, Interest Reserve Account and Excess Liquidation
                   Proceeds Account.

     (a) The Master Servicer shall establish and maintain one or more separate
accounts (collectively, the "Custodial Account"), in which the amounts described
in clauses (i) through (ix) below shall be deposited and held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Custodial
Account shall be an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in the Custodial Account, within one Business Day of receipt (in
the case of payments by Mortgagors or other collections on the Mortgage Loans)
or as otherwise required hereunder, the following payments and collections
received or made by the Master Servicer or on its behalf subsequent to the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due and payable on or before the Cut-off Date, which amounts shall be
delivered promptly to the Depositor or its designee, with negotiable instruments
endorsed as necessary and appropriate without recourse, and other than amounts
required to be deposited in the Defeasance Deposit Account), or any of the
following payments (other than Principal Prepayments) received by it on or prior
to the Cut-off Date but allocable to a period subsequent thereto:

         (i) all payments on account of principal of the Mortgage Loans,
   including Principal Prepayments, and regardless of whether those payments are
   made by the related Mortgagor or any related guarantor, out of any related
   Reserve Funds maintained for such purpose, out of collections on any related
   Defeasance Collateral or from any other source;

         (ii) all payments on account of interest on the Mortgage Loans,
   including Default Interest and Additional Interest, and regardless of whether
   those payments are made by the related Mortgagor or any related guarantor,
   out of any related Reserve Funds maintained for such purpose, out of
   collections on any related Defeasance Collateral or from any other source;

         (iii) all Prepayment Premiums, Yield Maintenance Charges, Excess
   Defeasance Deposit Proceeds and late payment charges received in respect of
   any Mortgage Loan;

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
   Proceeds received in respect of any Mortgage Loan;

                                     -102-
<PAGE>

         (v) any amounts required to be deposited by the Master Servicer
   pursuant to Section 3.06 in connection with losses incurred with respect to
   Permitted Investments of funds held in the Custodial Account;

         (vi) any amounts required to be deposited by the Master Servicer or the
   Special Servicer pursuant to Section 3.07(b) in connection with losses
   resulting from a deductible clause in a blanket hazard policy;

         (vii) any amounts required to be transferred from the REO Account
   pursuant to Section 3.16(c);

         (viii) insofar as they do not constitute Escrow Payments, any amounts
   paid by a Mortgagor specifically to cover items for which a Servicing Advance
   has been made; and

         (ix) the Initial Deposit.

     The foregoing requirements for deposit in the Custodial Account shall be
exclusive. Notwithstanding the foregoing, actual payments from Mortgagors in the
nature of Escrow Payments, Reserve Funds, assumption fees, assumption
application fees, funds representing a Mortgagor's payment of costs and expenses
associated with assumptions and defeasance, modification fees, extension fees,
charges for beneficiary statements or demands, amounts collected for checks
returned for insufficient funds and any similar fees (other than Prepayment
Consideration) not expressly referred to in the prior paragraph need not be
deposited by the Master Servicer in the Custodial Account. If the Master
Servicer shall deposit in the Custodial Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall promptly deliver to the Special Servicer, as additional special
servicing compensation in accordance with Section 3.11(d), all assumption fees
and assumption application fees (or the applicable portions thereof), and other
transaction fees received by the Master Servicer to which the Special Servicer
is entitled pursuant to such section upon receipt of a written statement (on
which the Master Servicer is entitled to rely) of a Servicing Officer of the
Special Servicer describing the item and amount (unless pursuant to this
Agreement it is otherwise clear that the Special Servicer is entitled to such
amounts, in which case a written statement is not required). The Master Servicer
shall promptly deliver to the UBS Mortgage Loan Seller or its designee any
Retained Assumption Fee that may be collected with respect to the Harcourt
Complex Mortgage Loan. The Custodial Account shall be maintained as a segregated
account, separate and apart from trust funds created for mortgage-backed
securities of other series and the other accounts of the Master Servicer.

     Upon receipt of any of the amounts described in clauses (i) through (iv)
and (viii) above with respect to any Mortgage Loan, the Special Servicer shall
promptly, but in no event later than two Business Days after receipt, remit such
amounts to the Master Servicer for deposit into the Custodial Account in
accordance with the second preceding paragraph, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO

                                     -103-
<PAGE>

Property shall be deposited by the Special Servicer into the REO Account and
thereafter remitted to the Master Servicer for deposit into the Custodial
Account as and to the extent provided in Section 3.16(c).

     Subject to the following paragraph, if and when any Mortgagor under a
Defeasance Mortgage Loan elects to defease all or any part of its Mortgage Loan
and, pursuant to the provisions of the related loan documents, delivers cash to
the Master Servicer to purchase the required Defeasance Collateral, the Master
Servicer shall establish and maintain one or more separate segregated accounts
(collectively, the "Defeasance Deposit Account"), in which the Master Servicer
shall deposit such cash within one Business Day of receipt by the Master
Servicer. The Master Servicer shall retain such cash in the Defeasance Deposit
Account pending its prompt application to purchase Defeasance Collateral. The
Master Servicer shall hold such cash and maintain the Defeasance Deposit Account
on behalf of the Trustee, to secure payment on the related Defeasance Mortgage
Loan. The Defeasance Deposit Account shall be an Eligible Account. To the extent
permitted by law or the applicable Defeasance Mortgage Loan, prior to the
purchase of Defeasance Collateral, funds in the Defeasance Deposit Account may
be invested only in Permitted Investments in accordance with the provisions of
Section 3.06. The Master Servicer shall pay or cause to be paid to the related
Mortgagor(s) interest, if any, earned on the investment of funds in the
Defeasance Deposit Account, if required by law or the terms of the related
Mortgage Loan(s).

     Notwithstanding the foregoing, in the event that the Master Servicer
receives cash to purchase Defeasance Collateral for an Early Defeasance Mortgage
Loan that the Depositor or the UBS Mortgage Loan Seller, as applicable, is
required to repurchase pursuant to or as otherwise contemplated by Section
2.03(d), the Master Servicer shall hold such cash on behalf of the Trust Fund
until the Depositor or the UBS Mortgage Loan Seller, as applicable, tenders the
full Purchase Price in connection with such repurchase and thereafter retain
such cash in the Defeasance Deposit Account pending transfer to the Depositor or
the UBS Mortgage Loan Seller, as applicable, on the date of such repurchase.

     (b) The Trustee shall establish and maintain one or more trust accounts
(collectively, the "Collection Account") to be held in trust for the benefit of
the Certificateholders. Each account that constitutes the Collection Account
shall be an Eligible Account. The Trustee shall establish and maintain, on a
book-entry basis, the Class V Sub-Account, which sub-account shall be deemed to
be held in trust for the benefit of the Holders of the Class V Certificates. The
Master Servicer shall deliver to the Trustee each month on or before the Master
Servicer Remittance Date therein, for deposit in the Collection Account, an
aggregate amount of immediately available funds equal to the Master Servicer
Remittance Amount for such Master Servicer Remittance Date, together with, in
the case of the final Distribution Date, any additional amounts contemplated by
the second paragraph of Section 9.01. Immediately upon deposit of the Master
Servicer Remittance Amount for any Master Servicer Remittance Date into the
Collection Account, any portion thereof that represents Additional Interest
shall be deemed to have been deposited into the Class V Sub-Account.

     In addition, the Master Servicer shall, as and when required hereunder,
deliver to the Trustee (without duplication) for deposit in the Collection
Account:

         (i) any P&I Advances required to be made by the Master Servicer in
   accordance with Section 4.03(a); and

         (ii) any amounts required to be deposited by the Master Servicer
   pursuant to Section 3.19(a) in connection with Prepayment Interest
   Shortfalls.

                                     -104-
<PAGE>

     The Trustee shall, upon receipt, deposit in the Collection Account any and
all amounts received by it that are required by the terms of this Agreement to
be deposited therein.

     In the event that the Master Servicer fails, on any Master Servicer
Remittance Date, to remit to the Trustee any amount(s) required to be so
remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the related Distribution Date.

     On the Master Servicer Remittance Date in March of each year (commencing in
March 2003), the Trustee shall transfer from the Interest Reserve Account to the
Collection Account all Interest Reserve Amounts then on deposit in the Interest
Reserve Account with respect to the Interest Reserve Mortgage Loans and any
Interest Reserve REO Mortgage Loans.

     As and when required pursuant to Section 3.05(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Collection
Account.

     (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), to be held in trust for the
benefit of the Certificateholders, for purposes of holding the Interest Reserve
Amounts in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans. Each account that constitutes the Interest Reserve
Account shall be an Eligible Account. On each Distribution Date in February and,
during a year that is not a leap year, in January, prior to any distributions
being made in respect of the Certificates on such Distribution Date, the Trustee
shall withdraw from the Collection Account and deposit in the Interest Reserve
Account with respect to each Interest Reserve Mortgage Loan and Interest Reserve
REO Mortgage Loan, an amount equal to the Interest Reserve Amount, if any, in
respect of such Mortgage Loan or REO Mortgage Loan, as the case may be, for such
Distribution Date. Subject to the next paragraph, the Interest Reserve Account
may be a sub-account of the Collection Account.

     Notwithstanding that the Interest Reserve Account may be a sub-account of
the Collection Account for reasons of administrative convenience, the Interest
Reserve Account and the Collection Account shall, for all purposes of this
Agreement (including the obligations and responsibilities of the Trustee
hereunder), be considered to be and shall be required to be treated as, separate
and distinct accounts. The Trustee shall indemnify and hold harmless the Trust
Fund against any losses arising out of the failure by the Trustee to perform its
duties and obligations hereunder as if such accounts were separate accounts. The
provisions of this paragraph shall survive any resignation or removal of the
Trustee and appointment of a successor trustee.

     (d) If any Excess Liquidation Proceeds are received on the Mortgage Pool,
the Trustee shall establish and maintain one or more accounts (collectively, the
"Excess Liquidation Proceeds Account") to be held in trust for the benefit of
the Certificateholders, for purposes of holding such Excess Liquidation
Proceeds. Each account that constitutes the Excess Liquidation Proceeds Account
shall be an Eligible Account. On each Master Servicer Remittance Date, the
Master Servicer shall withdraw from the Custodial Account and remit to the
Trustee for deposit in the Excess Liquidation Proceeds Account all Excess
Liquidation Proceeds received during the Collection Period ending on the
Determination Date immediately prior to such Master Servicer Remittance Date.
Subject to the next paragraph, the Excess Liquidation Proceeds Account may be a
sub-account of the Collection Account.

                                     -105-
<PAGE>

     Notwithstanding that the Excess Liquidation Proceeds Account may be a
sub-account of the Collection Account for reasons of administrative convenience,
the Excess Liquidation Proceeds Account and the Collection Account shall, for
all purposes of this Agreement (including the obligations and responsibilities
of the Trustee hereunder), be considered to be and shall be required to be
treated as, separate and distinct accounts. The Trustee shall indemnify and hold
harmless the Trust Fund against any losses arising out of the failure by the
Trustee to perform its duties and obligations hereunder as if such accounts were
separate accounts. The provisions of this paragraph shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

     (e) Funds in the Custodial Account (exclusive of the Initial Deposit) may
be invested only in Permitted Investments in accordance with the provisions of
Section 3.06. The Initial Deposit and funds in the Collection Account, the
Interest Reserve Account and the Excess Liquidation Proceeds Account shall
remain uninvested. The Master Servicer shall give notice to the Trustee, the
Special Servicer and the Rating Agencies of the location of the Custodial
Account as of the Closing Date and of the new location of the Custodial Account
prior to any change thereof. As of the Closing Date, the Collection Account, the
Interest Reserve Account and the Excess Liquidation Proceeds Account shall be
located at the Trustee's offices in Chicago, Illinois. The Trustee shall give
notice to the Master Servicer, the Special Servicer and the Rating Agencies of
any change in the location of the Collection Account, the Interest Reserve
Account or the Excess Liquidation Proceeds Account prior to any change thereof.

     SECTION 3.05. Permitted Withdrawals From the Custodial Account, the
                   Collection Account, the Interest Reserve Account and the
                   Excess Liquidation Proceeds Account.

     (a) The Master Servicer may, from time to time, make withdrawals from the
Custodial Account for any of the following purposes (the order set forth below
not constituting an order of priority for such withdrawals):

         (i) to remit to the Trustee for deposit in the Collection Account the
   amounts required to be so deposited pursuant to the first paragraph of
   Section 3.04(b), and any amounts that may be applied to make P&I Advances
   pursuant to Section 4.03(a);

         (ii) to reimburse the Fiscal Agent, the Trustee and itself, in that
   order, for unreimbursed P&I Advances made thereby with respect to the
   Mortgage Pool, the Fiscal Agent's, the Trustee's and Master Servicer's, as
   the case may be, respective rights to reimbursement pursuant to this clause
   (ii) with respect to any such P&I Advance being limited to amounts on deposit
   in the Custodial Account that represent Late Collections of interest and
   principal (net of the related Master Servicing Fees and any related Workout
   Fees or Liquidation Fees) received in respect of the particular Mortgage Loan
   or REO Mortgage Loan as to which such P&I Advance was made;

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
   respect to the Mortgage Pool, the Master Servicer's right to payment pursuant
   to this clause (iii) with respect to any such Master Servicing Fees being
   limited to amounts on deposit in the Custodial Account that are allocable as
   a recovery of interest on or in respect of the Mortgage Loan or REO Mortgage
   Loan as to which such Master Servicing Fees were earned;

                                     -106-
<PAGE>

         (iv) to pay (A) to the Special Servicer, out of general collections on
   the Mortgage Pool on deposit in the Custodial Account, earned and unpaid
   Special Servicing Fees in respect of each Specially Serviced Mortgage Loan
   and REO Mortgage Loan and (B) to itself, out of general collections on the
   Mortgage Pool on deposit in the Custodial Account, any Master Servicing Fee
   earned in respect of any Mortgage Loan or REO Mortgage Loan that remains
   unpaid in accordance with clause (iii) above following a Final Recovery
   Determination made with respect to such Mortgage Loan or the related REO
   Property and the deposit into the Custodial Account of all amounts received
   in connection with such Final Recovery Determination;

         (v) to pay the Special Servicer (or, if applicable, a predecessor
   Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees in
   respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan
   and/or REO Mortgage Loan, as applicable, in the amounts and from the sources
   specified in Section 3.11(c);

         (vi) to reimburse the Fiscal Agent, the Trustee, itself and the Special
   Servicer, in that order, for any unreimbursed Servicing Advances made thereby
   with respect to any Mortgage Loan or REO Property, the Fiscal Agent's, the
   Trustee's, the Master Servicer's and the Special Servicer's respective rights
   to reimbursement pursuant to this clause (vi) with respect to any Servicing
   Advance being limited to amounts on deposit in the Custodial Account that
   represent payments made by the related Mortgagor to cover the item for which
   such Servicing Advance was made, and to amounts on deposit in the Custodial
   Account that represent Liquidation Proceeds (net of Liquidation Fees payable
   therefrom), Condemnation Proceeds, Insurance Proceeds and, if applicable, REO
   Revenues received in respect of the particular Mortgage Loan or REO Property
   as to which such Servicing Advance was made;

         (vii) to reimburse the Fiscal Agent, the Trustee, itself and the
   Special Servicer, in that order, out of general collections on the Mortgage
   Pool on deposit in the Custodial Account, for any unreimbursed Advances that
   have been or are determined to be Nonrecoverable Advances;

         (viii) to pay the Fiscal Agent, the Trustee, itself and the Special
   Servicer, in that order, any interest accrued and payable in accordance with
   Section 3.11(g) or 4.03(d), as applicable, on any Advance made thereby with
   respect to the Mortgage Pool, the Fiscal Agent's, the Trustee's, the Master
   Servicer's and the Special Servicer's respective rights to payment pursuant
   to this clause (viii) with respect to interest on any such Advance being
   limited to amounts on deposit in the Custodial Account that represent Default
   Charges collected on or in respect of the Mortgage Pool during the Collection
   Period in which such Advance is reimbursed, as and to the extent contemplated
   by Sections 3.25(a) and (b);

         (ix) to pay, out of general collections on the Mortgage Pool on deposit
   in the Custodial Account, the Fiscal Agent, the Trustee, itself and the
   Special Servicer, in that order, any interest accrued and payable in
   accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance
   made thereby with respect to the Mortgage Pool, but only to the extent that
   such Advance has been reimbursed and the interest thereon is not otherwise
   payable as contemplated by the immediately preceding clause (viii);

                                     -107-
<PAGE>

         (x) to pay, out of amounts on deposit in the Custodial Account that
   represent Default Charges collected on or in respect of the Mortgage Pool and
   not otherwise applied as contemplated by clause (viii) above, any unpaid
   expense (other than interest accrued on Advances, which is payable pursuant
   to clause (viii) above, and other than Special Servicing Fees, Liquidation
   Fees and Workout Fees) incurred with respect to any Mortgage Loan or REO
   Mortgage Loan that, if paid from a source other than Default Charges, would
   constitute an Additional Trust Fund Expense, as and to the extent
   contemplated by Sections 3.25(a) and (b);

         (xi) to pay, out of general collections on the Mortgage Pool on deposit
   in the Custodial Account, for (A) costs and expenses incurred by the Trust
   Fund pursuant to Section 3.09(c) (other than the costs of environmental
   testing, which are to be covered by, and reimbursable as, a Servicing
   Advance), (B) the cost of an independent appraiser or other expert in real
   estate matters retained pursuant to Sections 3.11(h), 3.18(g), or 4.03(c),
   and (C) the fees of any Independent Contractor retained with respect to any
   related REO Property pursuant to Section 3.17(d) (to the extent that it has
   not paid itself such fees prior to remitting collections on such REO Property
   to the Special Servicer);

         (xii) to pay itself, as additional servicing compensation in accordance
   with Section 3.11(b), (A) interest and investment income earned in respect of
   amounts held in the Custodial Account as provided in Section 3.06(b), but
   only to the extent of the Net Investment Earnings with respect to the
   Custodial Account for any Collection Period, (B) Prepayment Interest Excesses
   collected on the Mortgage Pool and (C) Net Default Charges (after application
   pursuant to Sections 3.25(a) and (b)) actually collected that accrued in
   respect of Mortgage Loans that are not Specially Serviced Mortgage Loans, and
   to pay the Special Servicer, as additional special servicing compensation in
   accordance with Section 3.11(d), Net Default Charges (after application
   pursuant to Sections 3.25(a) and (b)) actually collected that accrued in
   respect of Specially Serviced Mortgage Loans and REO Mortgage Loans;

         (xiii) to pay itself, the Special Servicer, the Depositor, or any of
   their respective members, managers, directors, officers, employees and
   agents, as the case may be, out of general collections on the Mortgage Pool
   on deposit in the Custodial Account, any amounts payable to any such Person
   pursuant to Section 6.03;

         (xiv) to pay, out of general collections on the Mortgage Pool on
   deposit in the Custodial Account, for (A) the cost of the Opinion of Counsel
   contemplated by Section 11.02(a), (B) the cost of an Opinion of Counsel
   contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment
   to this Agreement requested by the Master Servicer or the Special Servicer
   that protects or is in furtherance of the rights and interests of
   Certificateholders, and (C) the cost of recording this Agreement in
   accordance with Section 11.02(a);

         (xv) to pay itself, the Special Servicer, the Depositor, any
   Controlling Class Certificateholder or any other Person, as the case may be,
   with respect to each Mortgage Loan, if any, previously purchased by such
   Person pursuant to this Agreement, all amounts received thereon subsequent to
   the date of purchase that have been deposited in the Custodial Account;

         (xvi) to pay, in accordance with Section 3.11(i), out of general
   collections on the Mortgage Pool on deposit in the Custodial Account, any
   servicing expenses, that would, if advanced, constitute Nonrecoverable
   Servicing Advances;

                                     -108-
<PAGE>

         (xvii) on each Master Servicer Remittance Date, to transfer Excess
   Liquidation Proceeds in respect of the Mortgage Pool to the Trustee, for
   deposit in the Excess Liquidation Proceeds Account, in accordance with
   Section 3.04(d); and

         (xviii) to clear and terminate the Custodial Account at the termination
   of this Agreement pursuant to Section 9.01.

     The Master Servicer shall keep and maintain separate accounting records,
on a loan-by-loan basis when appropriate, in connection with any withdrawal from
the Custodial Account pursuant to clauses (ii) through (xvii) above.

     The Master Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer), the Trustee or the Fiscal
Agent from the Custodial Account, amounts permitted to be paid to the Special
Servicer (or to any such third party contractor), the Trustee or the Fiscal
Agent therefrom promptly upon receipt of a written statement of a Servicing
Officer of the Special Servicer or of a Responsible Officer of the Trustee or
the Fiscal Agent describing the item and amount to which the Special Servicer
(or such third party contractor), the Trustee or the Fiscal Agent, as
applicable, is entitled (unless such payment to the Special Servicer, the
Trustee (for example, the Trustee Fee) or the Fiscal Agent, as the case may be,
is clearly required pursuant to this Agreement, in which case a written
statement is not required). The Master Servicer may rely conclusively on any
such written statement and shall have no duty to re-calculate the amounts stated
therein.

     The Special Servicer shall keep and maintain separate accounting for each
Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan basis, for
the purpose of justifying any request for withdrawal from the Custodial Account.
With respect to each Mortgage Loan for which it makes an Advance, each of the
Trustee and Fiscal Agent shall keep and maintain separate accounting, on a
loan-by-loan basis, for the purpose of justifying any request for withdrawal
from the Custodial Account for reimbursements of Advances or interest thereon.

     (b) The Trustee may, from time to time, make withdrawals from the
Collection Account for any of the following purposes (in no particular order of
priority):

         (i) to make distributions to Certificateholders on each Distribution
   Date pursuant to Section 4.01 or 9.01, as applicable;

         (ii) to pay (A) the Trustee, the Fiscal Agent or any of their
   respective directors, officers, employees and agents, as the case may be, out
   of general collections on the Mortgage Pool on deposit in the Collection
   Account, any amounts payable or reimbursable to any such Person pursuant to
   Section 7.01(b) and/or Section 8.05, as applicable, and (B) as and when
   contemplated by Section 8.08, the cost of the Trustee's transferring Mortgage
   Files and other documents to a successor after being terminated by
   Certificateholders pursuant to Section 8.07(c) without cause;

         (iii) to pay, out of general collections on the Mortgage Pool on
   deposit in the Collection Account, for the cost of the Opinions of Counsel
   sought by the Trustee or the Tax Administrator (A) as provided in clause (iv)
   of the definition of "Disqualified Organization", (B) as contemplated by
   Sections 10.01(i) and 10.02(e), or (C) as contemplated by Section 11.01(a) or

                                     -109-
<PAGE>

   11.01(c) in connection with any amendment to this Agreement requested by the
   Trustee which amendment is in furtherance of the rights and interests of
   Certificateholders;

         (iv) to pay, out of general collections on the Mortgage Pool on deposit
   in the Collection Account, any and all federal, state and local taxes imposed
   on any of the REMICs created hereunder or on the assets or transactions of
   any such REMIC, together with all incidental costs and expenses, to the
   extent none of the Depositor, the Trustee, the Tax Administrator, the Master
   Servicer or the Special Servicer is liable therefor pursuant to Section
   10.01(j) or Section 10.02(f);

         (v) to pay the Tax Administrator, out of general collections on the
   Mortgage Pool on deposit in the Collection Account, any amounts reimbursable
   to it pursuant to Section 10.01(f) or Section 10.02(b);

         (vi) to pay the Master Servicer any amounts deposited by the Master
   Servicer in the Collection Account in error;

         (vii) to transfer Interest Reserve Amounts in respect of the Interest
   Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans to the
   Interest Reserve Account as and when required by Section 3.04(c); and

         (viii) to clear and terminate the Collection Account at the termination
   of this Agreement pursuant to Section 9.01.

     On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (vii) above from the Collection Account prior to making distributions to
Certificateholders on such Distribution Date.

     (c) On each Master Servicer Remittance Date in March (commencing in March
2003), the Trustee shall withdraw from the Interest Reserve Account and deposit
in the Collection Account all Interest Reserve Amounts that have been deposited
in the Interest Reserve Account in respect of the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans during January and/or February
of the same year in accordance with Section 3.04(c).

     (d) On each Master Servicer Remittance Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Collection
Account, for distribution on the following Distribution Date, an amount equal to
the lesser of (i) the entire amount, if any, then on deposit in the Excess
Liquidation Proceeds Account and (ii) the excess, if any, of the aggregate
amount distributable with respect to the Regular Interest Certificates on such
Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the Available
Distribution Amount for such Distribution Date (calculated without regard to
such transfer from the Excess Liquidation Proceeds Account to the Collection
Account); provided that on the Master Servicer Remittance Date immediately prior
to the Final Distribution Date, the Trustee shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Collection Account, for
distribution on such Distribution Date, any and all amounts then on deposit in
the Excess Liquidation Proceeds Account.

                                     -110-
<PAGE>

     SECTION 3.06. Investment of Funds in the Servicing Accounts, the
                   Reserve Accounts, the Defeasance Deposit Account, the
                   Custodial Account and the REO Account.

     (a) The Master Servicer may direct in writing any depository institution
maintaining a Servicing Account, a Reserve Account, the Defeasance Deposit
Account or the Custodial Account (each, for purposes of this Section 3.06, an
"Investment Account"), and the Special Servicer may direct in writing any
depository institution maintaining the REO Account (also, for purposes of this
Section 3.06, an "Investment Account"), to invest, or if it is such depository
institution, may itself invest, the funds held therein (other than, in the case
of the Custodial Account, the Initial Deposit) in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement; provided that in the case of any Servicing
Account, any Reserve Account or the Defeasance Deposit Account, such investment
direction shall be subject to the related loan documents and applicable law.
Funds in the Collection Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account will remain uninvested. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (with respect to Permitted
Investments of amounts in the Servicing Accounts, the Reserve Accounts, the
Defeasance Deposit Account and the Custodial Account) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Account), on behalf
of the Trustee, shall (and the Trustee hereby designates the Master Servicer and
the Special Servicer, as applicable, as the Person that shall) (i) be the
"entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is a
"certificated security", "uncertificated security" or "deposit account". For
purposes of this Section 3.06(a), (i) the terms "entitlement holder", "security
entitlement", "control" (except with respect to deposit accounts), "certificated
security" and "uncertificated security" shall have the meanings given such terms
in Revised Article 8 (1994 Revision) of the UCC, and the terms "control" (with
respect to deposit accounts) and "deposit account" shall have the meanings given
such terms in Revised Article 9 (1998 Revision) of the UCC, and (ii) "control"
of any Permitted Investment in any Investment Account by the Master Servicer or
the Special Servicer shall constitute "control" by a Person designated by, and
acting on behalf of, the Trustee, for purposes of Revised Article 8 (1994
Revision) of the UCC or Revised Article 9 (1998 Revision) of the UCC, as
applicable. If amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Custodial Account, the Servicing Accounts, the Reserve Accounts
and the Defeasance Deposit Account) or the Special Servicer (in the case of the
REO Account) shall:

          (x)  consistent with any notice required to be given thereunder,
               demand that payment thereon be made on the last day such
               Permitted Investment may otherwise mature hereunder in an amount
               equal to at least the lesser of (1) all amounts then payable
               thereunder and (2) the amount required to be withdrawn on such
               date; and

          (y)  demand payment of all amounts due thereunder promptly upon
               determination by the Master Servicer or the Special Servicer, as
               the case may be, that such Permitted Investment would not
               constitute a Permitted Investment in respect of funds thereafter
               on deposit in the Investment Account.



                                     -111-
<PAGE>

     (b) Whether or not the Master Servicer directs the investment of funds in
any of the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account or the Custodial Account, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for each such Investment Account for each Collection Period (and, in the case of
Servicing Accounts, Reserve Accounts and the Defeasance Deposit Account, to the
extent not otherwise payable to Mortgagors under applicable law or the related
loan documents), shall be for the sole and exclusive benefit of the Master
Servicer and shall be subject to its withdrawal in accordance with Section
3.03(a), 3.03(d), 3.04(a) or 3.05(a), as applicable. Whether or not the Special
Servicer directs the investment of funds in the REO Account, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for such Investment Account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to its withdrawal in accordance with Section 3.16(b). If any
loss shall be incurred in respect of any Permitted Investment on deposit in any
Investment Account, the Master Servicer (in the case of (i) the Servicing
Accounts, the Reserve Accounts and the Defeasance Deposit Account (except to the
extent that any investment of funds with respect thereto is at the direction of
a Mortgagor in accordance with the related loan documents or applicable law) and
(ii) the Custodial Account) and the Special Servicer (in the case of the REO
Account) shall promptly deposit therein from its own funds, without right of
reimbursement, no later than the end of the Collection Period during which such
loss was incurred, the amount of the Net Investment Loss, if any, for such
Investment Account for such Collection Period. Notwithstanding any of the
foregoing provisions of this Section 3.06, no party shall be required under this
Agreement to deposit any loss on a deposit of funds in an Investment Account if
such loss is incurred solely as a result of the insolvency of the federal or
state chartered depository institution or trust company with which such deposit
was maintained so long as such depository institution or trust company satisfied
the conditions set forth in the definition of "Eligible Account" at the time
such deposit was made and also as of a date no earlier than 30 days prior to the
insolvency.

     (c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
Certificateholders entitled to a majority of the Voting Rights allocated to a
Class, shall take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.

     (d) Notwithstanding the investment of funds held in any Investment Account,
for purposes of the calculations hereunder, including the calculation of the
Available Distribution Amount and the Master Servicer Remittance Amount, the
amounts so invested shall be deemed to remain on deposit in such Investment
Account.

     (e) Notwithstanding the foregoing, the Initial Deposit shall remain
uninvested.

     SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and
                   Fidelity Coverage; Environmental Insurance.

     (a) The Master Servicer shall, consistent with the Servicing Standard,
cause to be maintained for each Mortgaged Property that is not an REO Property,
all insurance coverage as is required under the related Mortgage (except to the
extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default); provided that, if and to the extent that any such Mortgage



                                     -112-
<PAGE>

permits the holder thereof any discretion (by way of consent, approval or
otherwise) as to the insurance coverage that the related Mortgagor is required
to maintain, the Master Servicer or Special Servicer, as the case may be, shall
exercise such discretion in a manner consistent with the Servicing Standard; and
provided, further, that, if and to the extent that a Mortgage so permits, the
Master Servicer or Special Servicer, as the case may be, shall use reasonable
best efforts to require the related Mortgagor to obtain the required insurance
coverage from Qualified Insurers that have a "claims paying ability" or
"financial strength" rating, as applicable, of at least "A" from S&P and "A"
from Fitch (if then rated by Fitch, and if not then rated by Fitch, then a
rating of "A:IX" or better by A.M. Best's Key Rating Guide or an equivalent
rating to a rating of "A" by Fitch by at least one nationally recognized
statistical rating agency besides S&P) (or, in the case of any such Rating
Agency, such lower rating as will not result in an Adverse Rating Event, as
evidenced in writing by such Rating Agency); and provided, further, that the
Master Servicer shall cause to be maintained for any such Mortgaged Property any
such insurance that the related Mortgagor is required but fails to maintain,
only to the extent that the Trustee (as mortgagee of record on behalf of the
Certificateholders) has an insurable interest, and such insurance is available
at a commercially reasonable rate (or, in the case of all-risk insurance or
other insurance that covers acts of terrorism, the Trustee (as mortgagee of
record on behalf of the Certificateholders) has an insurable interest and the
Special Servicer has determined (in its reasonable judgment and in accordance
with the Servicing Standard that either such insurance is available at a
commercially reasonable rate or the subject hazards are at the time commonly
insured against by prudent owners of properties similar to the Mortgaged
Property located in or around the region in which such Mortgaged Property is
located). Any Controlling Class Certificateholder may request that earthquake
insurance be secured for one or more Mortgaged Properties by the related
Mortgagor, to the extent such insurance may reasonably be obtained and provided
the related loan documents and applicable law give the mortgagee the right to
request such insurance coverage and such loan documents require the Mortgagor to
obtain earthquake insurance at the request of the mortgagee. Subject to Section
3.17(a), the Special Servicer, in accordance with the Servicing Standard, shall
also cause to be maintained for each REO Property no less insurance coverage
than was previously required of the Mortgagor under the related Mortgage;
provided that such insurance is available at commercially reasonable rates and
the subject hazards are at the time commonly insured against by prudent owners
of properties similar to the REO Property located in or around the region in
which such REO Property is located (or, in the case of all-risk insurance or
other insurance that covers acts of terrorism, such insurance is available at a
commercially reasonable rate or the subject hazards are at the time commonly
insured against by prudent owners of properties similar to the REO Property
located in or around the region in which such REO Property is located); and
provided, further, that all such insurance shall be obtained from Qualified
Insurers that, if they are providing casualty insurance, shall have a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and "A" from Fitch (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event, as evidenced in writing by
such Rating Agency). All such insurance policies shall contain (if they insure
against loss to property and do not relate to an REO Property) a "standard"
mortgagee clause, with loss payable to the Master Servicer (in the case of
insurance maintained in respect of Mortgage Loans, including Specially Serviced
Mortgage Loans), and shall be in the name of the Special Servicer (in the case
of insurance maintained in respect of REO Properties), on behalf of the Trustee;
and, in each case, such insurance shall be issued by a Qualified Insurer. Any
amounts collected by the Master Servicer or the Special Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the
related Mortgagor, in each case subject to the rights of any tenants and ground
lessors, as the case may be, and in each case in accordance with the terms of
the related Mortgage and the Servicing Standard) shall be deposited in the
Custodial Account in accordance



                                     -113-


<PAGE>

with Section 3.04(a), in the case of amounts received in respect of a Mortgage
Loan, or in the REO Account in accordance with Section 3.16(b), in the case of
amounts received in respect of an REO Property. Any cost incurred by the Master
Servicer or the Special Servicer in maintaining any such insurance (including
any earthquake insurance maintained at the request of a Controlling Class
Certificateholder) shall not, for purposes hereof, including calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance or
Stated Principal Balance of the related Mortgage Loan or REO Mortgage Loan,
notwithstanding that the terms of such loan so permit, but shall be recoverable
by the Master Servicer and the Special Servicer as a Servicing Advance.

     (b) If either the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy insuring
against hazard losses on all of the Mortgage Loans and/or REO Properties that it
is required to service and administer, then, to the extent such policy (i) is
obtained from a Qualified Insurer having (or whose obligations are guaranteed or
backed, in writing, by an entity having) a "claims paying ability" or "financial
strength" rating, as applicable, of at least "A" from S&P and "A" from Fitch (if
then rated by Fitch, and if not then rated by Fitch, then a rating of "A:IX" or
better by A.M. Best's Key Rating Guide or an equivalent rating to a rating of
"A" by Fitch by at least one nationally recognized statistical rating agency
besides S&P) (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event, as evidenced in writing by such Rating
Agency), and (ii) provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer, as the case may
be, shall conclusively be deemed to have satisfied its obligation to cause
hazard insurance to be maintained on the related Mortgaged Properties and/or REO
Properties. Such blanket policy may contain a deductible clause (not in excess
of a customary amount), in which case the Master Servicer or the Special
Servicer, as appropriate, shall, if there shall not have been maintained on the
related Mortgaged Property or REO Property an individual hazard insurance policy
complying with the requirements of Section 3.07(a), and there shall have been
one or more losses that would have been covered by such individual policy,
promptly deposit into the Custodial Account from its own funds the amount not
otherwise payable under the blanket policy because of the deductible clause
therein, to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan (or in the absence of any
such deductible limitation, the deductible limitation for an individual policy
which is consistent with the Servicing Standard). The Master Servicer or the
Special Servicer, as appropriate, shall prepare and present, on behalf of
itself, the Trustee and the Certificateholders, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.

     (c) Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or REO
Properties are part of the Trust Fund) keep in force with Qualified Insurers
having (or whose obligations are guaranteed or backed, in writing, by entities
having) a "claims paying ability" or "financial strength" rating, as applicable,
of at least "A" from S&P and "A" from Fitch (or, if not then rated by Fitch,
then at least "A2" by Moody's or "A:IX" by A.M. Best's Key Rating Guide) (or, in
the case of either Rating Agency, such lower rating as will not result in an
Adverse Rating Event, as evidenced in writing by such Rating Agency), a fidelity
bond, which fidelity bond shall be in such form and amount as would permit it to
be a qualified Fannie Mae seller-servicer of multifamily mortgage loans, or in
such other form and amount as would not cause an Adverse Rating Event (as
evidenced in writing from each Rating Agency). Each of the Master Servicer and
the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond



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coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be.

     Subject to the third paragraph of this Section 3.07(c), each of the Master
Servicer and the Special Servicer shall at all times during the term of this
Agreement (or, in the case of the Special Servicer, at all times during the term
of this Agreement in which Specially Serviced Mortgage Loans and/or REO
Properties are part of the Trust Fund) also keep in force with Qualified
Insurers having (or whose obligations are guaranteed or backed, in writing, by
entities having) a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "A" from Fitch (or, if not rated by
Fitch, then at least "A2" by Moody's or "A:IX" by A.M. Best's Key Rating Guide)
(or, in the case of either Rating Agency, such lower rating as will not result
in an Adverse Rating Event, as evidenced in writing by such Rating Agency), a
policy or policies of insurance covering loss occasioned by the errors and
omissions of its officers, employees and agents in connection with its servicing
obligations hereunder, which policy or policies shall be in such form and amount
as would permit it to be a qualified Fannie Mae seller-servicer of multifamily
mortgage loans, or in such other form and amount as would not cause an Adverse
Rating Event (as evidenced in writing from each Rating Agency). Each of the
Master Servicer and the Special Servicer shall be deemed to have complied with
the foregoing provisions if an Affiliate thereof has such insurance and, by the
terms of such policy or policies, the coverage afforded thereunder extends to
the Master Servicer or the Special Servicer, as the case may be.

     Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer, as the case may be, are
rated at least "AA-" from Fitch (if then rated by Fitch, and if not then rated
by Fitch, then an equivalent rating by at least one additional nationally
recognized statistical rating agency besides S&P) and "A" from S&P (or, in the
case of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event, as evidenced in writing by such Rating Agency), such Person may
self-insure with respect to the risks described in this Section 3.07(c).

     (d) In the event that either of the Master Servicer or the Special Servicer
has actual knowledge of any event (an "Insured Environmental Event") giving rise
to a claim under any Environmental Insurance Policy in respect of any
Environmentally Insured Mortgage Loan for which the Mortgagor has not filed a
claim or in respect of an REO Property, the Master Servicer shall notify the
Special Servicer if such Mortgage Loan is a Specially Serviced Mortgage Loan,
and the Special Servicer shall notify the Master Servicer in all cases. Upon
becoming aware of such Insured Environmental Event, the Master Servicer, in the
case of a Performing Mortgage Loan, and the Special Servicer, in the case of a
Specially Serviced Mortgage Loan or an REO Property, in accordance with the
terms of such Environmental Insurance Policy and the Servicing Standard, shall
timely make a claim thereunder with the appropriate insurer and shall take such
other actions necessary under such Environmental Insurance Policy in order to
realize the full value thereof for the benefit of the Certificateholders. With
respect to each Environmental Insurance Policy in respect of an Environmentally
Insured Mortgage Loan, the Master Servicer (in the case of any such Mortgage
Loan that is a Performing Mortgage Loan) and the Special Servicer (in the case
of any such Mortgage Loan that is a Specially Serviced Mortgage Loan or in the
case of an REO Property) shall each review and familiarize itself with the terms
and conditions relating to enforcement of claims and shall, in the event the
Master Servicer or the Special Servicer has actual knowledge of an Insured
Environmental Event giving rise to a claim under such policy, monitor the dates
by which any claim must be made or any



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<PAGE>

action must be taken under such policy to realize the full value thereof for the
benefit of the Certificateholders.

     The Master Servicer (in the case of Performing Mortgage Loans) and the
Special Servicer (in the case of Specially Serviced Mortgage Loans and REO
Properties) shall each abide by the terms and conditions precedent to payment of
claims under the Environmental Insurance Policies with respect to the
Environmentally Insured Mortgage Loans and take all such actions as may be
required to comply with the terms and provisions of such policies in order to
maintain such policies in full force and effect and to make claims thereunder.

     In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan, then the party receiving
such notice shall, within five Business Days after receipt thereof, provide
written notice of such termination to the other such party and the Trustee. Upon
receipt of such notice, the Master Servicer, with respect to a Performing
Mortgage Loan, or the Special Servicer, with respect to a Specially Serviced
Mortgage Loan or an REO Property, shall address such termination in accordance
with Section 3.07(a). Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with enforcing
the obligations of the Mortgagor under any Environmental Insurance Policy or a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the Master Servicer and shall be reimbursable to it as a Servicing
Advance.

     The Master Servicer (with respect to Performing Mortgage Loans) and the
Special Servicer (with respect to Specially Serviced Mortgage Loans) shall
monitor the actions, and enforce the obligations, of the related Mortgagor under
each Environmentally Insured Mortgage Loan insofar as such actions/obligations
relate to (i) to the extent consistent with Section 3.07(a), the maintenance
(including, without limitation, any required renewal) of an Environmental
Insurance Policy with respect to the related Mortgaged Property or (ii)
environmental testing or remediation at the related Mortgaged Property.

     SECTION 3.08. Enforcement of Alienation Clauses.

     (a) In the event that the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Performing Mortgage Loan that
expressly permit, with the lender's consent, subject to the conditions described
in the loan documents, the transfer of the related Mortgaged Property to, and
assumption of such Mortgage Loan by, another Person or transfers of certain
interests in such Mortgagor, the Master Servicer shall promptly obtain relevant
information for purposes of evaluating such request. If the Master Servicer
recommends to approve such transfer and/or assumption, the Master Servicer shall
promptly provide to the Special Servicer a copy of such recommendation (which
shall include the reason therefor) and the materials upon which such
recommendation is based. The Special Servicer shall have the right hereunder,
within 15 days of receipt of such recommendation and supporting materials and
any other materials reasonably requested by the Special Servicer, to reasonably
withhold or, subject to Section 3.08(d) and Section 6.11, grant consent to any
such request for such transfer and/or assumption in accordance with the terms of
the Mortgage Loan and this Agreement, including, without limitation, the
Servicing Standard. If the Special Servicer does not respond within such 15-day
period, the Special Servicer's consent shall be deemed granted. If the Special
Servicer consents or is deemed to have consented to such proposed transfer
and/or assumption,



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<PAGE>

the Master Servicer shall process such request of the related Mortgagor; and, in
the case of a transfer of the related Mortgaged Property to, and assumption of
such Mortgage Loan by, another Person, the Master Servicer shall be authorized
to enter into an assumption or substitution agreement with the Person, which
shall be a Single Purpose Entity, to whom the related Mortgaged Property has
been or is proposed to be conveyed and/or release the original Mortgagor from
liability under the related Mortgage Loan and substitute as obligor thereunder
the Person to whom the related Mortgaged Property has been or is proposed to be
conveyed; provided, however, that the Master Servicer shall not enter into any
such agreement to the extent that any terms thereof would result in an Adverse
REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged
Property that is senior to, or on parity with, the lien of the related Mortgage.
The Master Servicer shall notify the Trustee, the Special Servicer and each
Rating Agency of any assumption or substitution agreement executed pursuant to
this Section 3.08(a) and shall forward thereto a copy of such agreement together
with a Review Package. Subject to the terms of the related loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Mortgage Loan shall be made or
transfer of interest in a Mortgagor approved, unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor.

     (b) Other than with respect to a transfer and assumption referred to in
subsection (a) above, if any Mortgage contains restrictions on transfers of the
related Mortgaged Property and/or transfers of interests in the related
Mortgagor, then the Special Servicer, on behalf of the Trustee (as mortgagee of
record on behalf of the Certificateholders) and not the Master Servicer, shall,
to the extent permitted by applicable law, enforce such restrictions, unless the
Special Servicer has determined, in its reasonable, good faith judgment, that
waiver of such restrictions would be in accordance with the Servicing Standard
(as evidenced by an Officer's Certificate setting forth the basis for such
determination delivered, together with a Review Package in respect thereof, to
the Trustee, the Master Servicer and each Rating Agency); provided that any such
waiver of such restrictions shall be subject to Section 3.08(d) and Section
6.11. If the Master Servicer receives a request for consent to a transfer and
assumption of a Specially Serviced Mortgage Loan, the Master Servicer shall
immediately notify the Special Servicer of such request and deliver to the
Special Servicer the Mortgage File (or a copy thereof) and such other documents
that the Master Servicer shall have received regarding the proposed transfer and
assumption. Upon consent by the Special Servicer to any proposed transfer of a
Mortgaged Property and assumption by the proposed transferee of the related
Mortgage Loan pursuant to this Section 3.08(b), the Special Servicer shall
process the request of the related Mortgagor for such transfer and assumption
and shall be authorized to enter into an assumption or substitution agreement
with the Person, which shall be a Single Purpose Entity, to whom the related
Mortgaged Property has been or is proposed to be conveyed and/or release the
original Mortgagor from liability under the related Mortgage Loan and substitute
as obligor thereunder the Person to whom the related Mortgaged Property has been
or is proposed to be conveyed; provided, however, that the Special Servicer
shall not enter into any such agreement to the extent that any terms thereof
would result in an Adverse REMIC Event or Adverse Grantor Trust Event or create
any lien on a Mortgaged Property that is senior to, or on parity with, the lien
of the related Mortgage. The Special Servicer shall notify the Trustee, the
Master Servicer and each Rating Agency of any assumption or substitution
agreement executed pursuant to this Section 3.08(b) and shall forward thereto a
copy of such agreement. Subject to the terms of the related loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms



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<PAGE>

of the related loan documents and applicable law, no assumption of a Mortgage
Loan shall be made unless all costs in connection therewith, including any
arising from seeking Rating Agency confirmation, are paid by the related
Mortgagor.

     (c) With respect to all of the Mortgage Loans, the Special Servicer on
behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders) shall, to the extent permitted by applicable law, enforce
the restrictions contained in the related loan documents on further encumbrances
of the related Mortgaged Property, unless the Special Servicer has determined,
in its reasonable, good faith judgment, that waiver of such restrictions would
be in accordance with the Servicing Standard (as evidenced by an Officer's
Certificate setting forth the basis for such determination delivered to the
Trustee, the Master Servicer and each Rating Agency); provided that any such
waiver of such restrictions shall be subject to Section 3.08(d) and Section
6.11. Whenever the Master Servicer becomes aware of a further encumbrance on a
Mortgaged Property, or becomes aware that there is going to be a further
encumbrance on a Mortgaged Property, the Master Servicer shall immediately
notify the Special Servicer of such further encumbrance and deliver to the
Special Servicer all documents and records (or copies thereof) in the Master
Servicer's possession regarding the further encumbrance and such other documents
(or copies thereof) regarding the related Mortgage Loan as the Special Servicer
shall reasonably require in order to consider the request. To the extent
permitted by the applicable loan documents and applicable law, the Special
Servicer may charge the related Mortgagor a fee in connection with any
enforcement or waiver contemplated in this subsection (c).

     (d) Notwithstanding anything to the contrary contained in this Section
3.08, if the then unpaid principal balance of the subject Mortgage Loan is at
least equal to $20,000,000, neither the Master Servicer nor the Special Servicer
shall waive any restrictions contained in the related Mortgage on transfers of
the related Mortgaged Property or on transfers of interests in the related
Mortgagor, unless the Master Servicer or the Special Servicer, as the case may
be, shall have received prior written confirmation from each Rating Agency that
such action would not result in an Adverse Rating Event. In addition,
notwithstanding anything to the contrary contained in this Section 3.08, neither
the Master Servicer nor the Special Servicer shall in any event waive any
restrictions contained in any Mortgage on further encumbrances of the related
Mortgaged Property, unless the Special Servicer shall have received prior
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event. In connection with any request for rating
confirmation from a Rating Agency pursuant to this Section 3.08(d), the Master
Servicer or the Special Servicer, as the case may be, shall deliver a Review
Package to such Rating Agency. Further, subject to the terms of the related loan
documents and applicable law, no waiver of a restriction contained in the
related Mortgage on transfers of the related Mortgaged Property or interests in
the related Mortgagor or on further encumbrances thereof may be waived by the
Master Servicer or the Special Servicer unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor, any rating agency charges in connection with the foregoing shall be
paid by the Master Servicer as a Servicing Advance.

     SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required
                   Appraisals; Appraisal Reduction Calculation.

     (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d) and 6.11, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Specially Serviced Mortgage



                                     -118-
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Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any ARD Mortgage Loan after its
Anticipated Repayment Date, take any enforcement action with respect to the
payment of Additional Interest (other than the making of requests for its
collection) unless (i) the taking of an enforcement action with respect to the
payment of other amounts due under such ARD Mortgage Loan is, in the good faith
and reasonable judgment of the Special Servicer, necessary, appropriate and
consistent with the Servicing Standard or (ii) all other amounts due under such
ARD Mortgage Loan have been paid, the payment of such Additional Interest has
not been forgiven in accordance with Section 3.20 and, in the good faith and
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
interest accrued on Advances. Subject to Section 3.11(h), the Special Servicer
shall advance all costs and expenses incurred by it in any such proceedings, and
shall be entitled to reimbursement therefor as provided in Section 3.05(a). The
Special Servicer shall be responsible, consistent with the Servicing Standard,
for determining whether to exercise any rights it may have under the
cross-collateralization and/or cross-default provisions of a Cross-
Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the
Certificateholders, to make a bid on any Mortgaged Property at a foreclosure
sale or similar proceeding that is in excess of the fair market value of such
property, as determined by the Special Servicer in its reasonable and good faith
judgment taking into account the factors described in Section 3.18 and the
results of any appraisal obtained as provided below in this Section 3.09, all
such bids to be made in a manner consistent with the Servicing Standard.

     If and when the Master Servicer or the Special Servicer deems it necessary
and prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a Specially Serviced Mortgage Loan, whether for purposes of
bidding at foreclosure or otherwise, it may have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.18, and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance; provided that if the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. If any Mortgage Loan becomes a Required
Appraisal Loan, then the Special Servicer shall (i) obtain or conduct, as
applicable, a Required Appraisal within 60 days of such Mortgage Loan's becoming
a Required Appraisal Loan (unless a Required Appraisal was obtained or
conducted, as applicable, with respect to such Required Appraisal Loan within
the prior 12 months and the Special Servicer reasonably believes, in accordance
with the Servicing Standard, that no material change has subsequently occurred
with respect to the related Mortgaged Property that would draw into question the
applicability of such Required Appraisal) and (ii) obtain or conduct, as
applicable, an update of the most recent Required Appraisal approximately 12
months following the most recent Required Appraisal or subsequent update thereof
for so long as such Mortgage Loan or any successor REO Mortgage Loan, as the
case may be, remains a Required Appraisal Loan. The Special Servicer shall
deliver copies of all such Required Appraisals and updated Required Appraisals
to the Trustee and the Master Servicer, in each such case, promptly following
the Special Servicer's receipt of the subject appraisal, and to the Controlling
Class Representative upon request, and based thereon, the Special Servicer shall
calculate and notify the Trustee, the Master Servicer and the Controlling Class
Representative of any resulting Appraisal Reduction Amount. Such calculations by
the Special Servicer shall be subject to review and confirmation by the Master
Servicer, provided that the Master Servicer may rely on any information



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provided by the Special Servicer. The Special Servicer shall advance the cost of
each such Required Appraisal and updated Required Appraisal; provided, however,
that such expense will be subject to reimbursement to the Special Servicer as a
Servicing Advance out of the Custodial Account pursuant to Section 3.05(a). At
any time that an Appraisal Reduction Amount exists with respect to any Required
Appraisal Loan, the Controlling Class Representative may, at its own expense,
obtain and deliver to the Master Servicer, the Special Servicer and the Trustee
an appraisal that satisfies the requirements of a "Required Appraisal", and upon
the written request of the Controlling Class Representative, the Special
Servicer shall recalculate the Appraisal Reduction Amount in respect of such
Required Appraisal Loan based on the appraisal delivered by the Controlling
Class Representative and shall notify the Trustee, the Master Servicer and the
Controlling Class Representative of such recalculated Appraisal Reduction
Amount.

     (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the
Certificateholders under such circumstances, in such manner or pursuant to such
terms as would, in the reasonable, good faith judgment of the Special Servicer
(exercised in accordance with the Servicing Standard), (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (unless the portion of such Mortgaged Property
that is not treated as "foreclosure property" and that is held by REMIC I or the
related Loan REMIC at any given time constitutes not more than a de minimis
amount of the assets of REMIC I or the related Loan REMIC, as the case may be,
within the meaning of Treasury regulation section 1.860D-1(b)(3)(i) and (ii)),
or (ii) except as permitted by Section 3.17(a), subject the Trust Fund to the
imposition of any federal income taxes under the Code.

     In addition, the Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

          (i) such personal property is, in the reasonable, good faith judgment
     of the Special Servicer (exercised in accordance with the Servicing
     Standard), incident to real property (within the meaning of Section
     856(e)(1) of the Code) so acquired by the Special Servicer; or

          (ii) the Special Servicer shall have obtained an Opinion of Counsel
     (the cost of which shall be covered by, and be reimbursable as, a Servicing
     Advance) to the effect that the holding of such personal property as part
     of the Trust Fund will not cause the imposition of a tax on any REMIC Pool
     under the REMIC Provisions or cause any REMIC Pool to fail to qualify as a
     REMIC at any time that any Certificate is outstanding.

     (c) Notwithstanding the foregoing provisions of this Section 3.09, neither
the Master Servicer nor the Special Servicer shall, on behalf of the Trustee,
obtain title to a Mortgaged Property by foreclosure, deed in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property,
if, as a result of any such action, the Trustee, on behalf of the
Certificateholders, could, in the reasonable, good faith judgment of the Special
Servicer, exercised in accordance with the Servicing Standard, be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law (a "potentially responsible party"), unless such action is
consistent with Section 6.11, and the Special Servicer has previously determined
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee that shall specify all of the bases for such determination), in
accordance with the Servicing Standard and based on an Environmental Assessment
of such Mortgaged Property performed



                                     -120-
<PAGE>

by an Independent Person, who regularly conducts Environmental Assessments,
within six months prior to any such acquisition of title or other action (a copy
of which Environmental Assessment shall be delivered to the Trustee and the
Master Servicer), that:

          (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would (taking into
     account the coverage provided under any related Environmental Insurance
     Policy) maximize the recovery on the related Mortgage Loan to the
     Certificateholders (as a collective whole), on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders to be performed at the related Mortgage Rate) to
     acquire title to or possession of the Mortgaged Property and to take such
     actions as are necessary to bring the Mortgaged Property into compliance
     therewith in all material respects; and

          (ii) there are no circumstances or conditions present at the Mortgaged
     Property relating to the use, management or disposal of Hazardous Materials
     for which investigation, testing, monitoring, containment, clean-up or
     remediation could be required under any applicable environmental laws and
     regulations or, if such circumstances or conditions are present for which
     any such action could reasonably be expected to be required, that it would
     (taking into account the coverage provided under any related Environmental
     Insurance Policy) maximize the recovery on the related Mortgage Loan to the
     Certificateholders (as a collective whole), on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders to be performed at the related Mortgage Rate) to
     acquire title to or possession of the Mortgaged Property and to take such
     actions with respect to the affected Mortgaged Property.

     The Special Servicer shall, in good faith, undertake reasonable efforts to
make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the Custodial Account pursuant to Section 3.05.

     (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Mortgage Loan, the Special Servicer shall take
such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust, subject to
Section 6.11, release all or a portion of such Mortgaged Property from the lien
of the related Mortgage; provided that, if such Mortgage Loan has a then
outstanding principal balance greater than $1 million, then prior to the release
of all or a portion of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified the Rating
Agencies, the Trustee and the Master Servicer in writing of its intention to so
release all or a portion of such Mortgaged Property and the bases for such
intention, (ii) the Trustee shall have notified the



                                     -121-
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Certificateholders in writing of the Special Servicer's intention to so release
all or a portion of such Mortgaged Property, and (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall not have objected
to such release within 30 days of the Trustee's distributing such notice.

     (e) The Special Servicer shall report to the Master Servicer, the
Underwriters and the Trustee monthly in writing as to any actions taken by the
Special Servicer with respect to any Mortgaged Property that represents security
for a defaulted Mortgage Loan as to which the environmental testing contemplated
in Section 3.09(c) above has revealed that any of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of all such conditions and
release of the lien of the related Mortgage on such Mortgaged Property.

     (f) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of seeking to obtain a deficiency
judgment if the state in which the Mortgaged Property is located and the terms
of the affected Mortgage Loan permit such an action, and shall, in accordance
with the Servicing Standard, seek such deficiency judgment if it deems advisable
(the cost of which undertaking shall be covered by, and be reimbursable as, a
Servicing Advance).

     (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Mortgaged Property
required by Section 6050H of the Code and the reports of foreclosures and
abandonments of any Mortgaged Property and the information returns relating to
cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050J and 6050P of the Code. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.

     (h) As soon as the Special Servicer makes a Final Recovery Determination
with respect to any Mortgage Loan or REO Property, it shall promptly notify the
Trustee and the Master Servicer. The Special Servicer shall maintain accurate
records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Master Servicer, no later than the seventh Business Day
following such Final Recovery Determination.

     SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage
                   Files.

     (a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer or the Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or the Special Servicer shall promptly notify the Trustee by a certification
(which certification shall be in the form of a Request for Release in the form
of Exhibit D-1 attached hereto and shall be accompanied by the form of a release
or discharge and shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Custodial Account pursuant to Section 3.04(a) have been or
will be so deposited) of a Servicing Officer (a copy of which certification
shall be delivered to the Special Servicer) and shall request delivery to it of
the related Mortgage File. Upon receipt of such certification and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or Special Servicer and shall deliver to
the Master Servicer or Special Servicer, as applicable, such release or
discharge, duly executed. No expenses incurred in



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connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or the Custodial Account.

     (b) If from time to time, and as appropriate for servicing or foreclosure
of any Mortgage Loan, the Master Servicer or the Special Servicer shall
otherwise require any Mortgage File (or any portion thereof), the Trustee, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, shall release, or cause any related Custodian to release, such Mortgage
File (or such portion thereof) to the Master Servicer or the Special Servicer,
as the case may be. Upon return of such Mortgage File (or such portion thereof)
to the Trustee or related Custodian, or the delivery to the Trustee of a
certificate of a Servicing Officer of the Special Servicer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Custodial Account pursuant to Section 3.04(a) have been or will be so deposited,
or that the related Mortgaged Property has become an REO Property, the Request
for Release shall be released by the Trustee or related Custodian to the Master
Servicer or the Special Servicer, as applicable.

     (c) Within seven Business Days (or within such shorter period (but no less
than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee of an exigency) of the
Special Servicer's request therefor, the Trustee shall execute and deliver to
the Special Servicer (or the Special Servicer may execute and deliver in the
name of the Trustee (on behalf of the Certificateholders) based on a limited
power of attorney issued in favor of the Special Servicer pursuant to Section
3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for
trustee's sale or other documents stated by the Special Servicer to be
reasonably necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity or to defend any legal
action or counterclaim filed against the Trust Fund, the Master Servicer or the
Special Servicer. Together with such documents or pleadings, the Special
Servicer shall deliver to the Trustee a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee (on behalf of the
Certificateholders) will not invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale. Notwithstanding anything contained herein to the
contrary, neither the Master Servicer nor the Special Servicer shall, without
the Trustee's written consent: (i) initiate any action, suit or proceeding
solely under the Trustee's name without indicating the Master Servicer's or
Special Servicer's, as applicable, representative capacity, or (ii) take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

     SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain Matters
                   Regarding Servicing Advances.

     (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to receive the Master Servicing Fee with respect to each Mortgage
Loan, including each Specially Serviced Mortgage Loan, and each REO Mortgage
Loan. As to each Mortgage Loan and REO



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<PAGE>

Mortgage Loan, the Master Servicing Fee shall: (i) accrue from time to time at
the related Master Servicing Fee Rate on the same principal amount as interest
accrues from time to time on such Mortgage Loan or is deemed to accrue from time
to time on such REO Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or,
in the event that a Principal Prepayment in full or other Liquidation Event
shall occur with respect to any such Mortgage Loan or REO Mortgage Loan on a
date that is not a Due Date, on the basis of the actual number of days to elapse
from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Event in a month consisting
of 30 days). The Master Servicing Fee with respect to any such Mortgage Loan or
REO Mortgage Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. Earned but unpaid Master Servicing Fees shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each such Mortgage Loan and REO
Revenues allocable as interest on each such REO Mortgage Loan. The Master
Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of
any such Mortgage Loan or REO Mortgage Loan out of that portion of related
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a). The right to
receive the Master Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

     (b) Additional servicing compensation in the form of (i) Net Default
Charges, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds, and any similar fees (excluding
Prepayment Premiums, Yield Maintenance Charges and Excess Defeasance Deposit
Proceeds), in each case to the extent actually paid by a Mortgagor with respect
to any Mortgage Loan and accrued during the time that such Mortgage Loan was not
a Specially Serviced Mortgage Loan, (ii) 100% of each modification fee or
extension fee actually paid by a Mortgagor with respect to a modification,
consent, extension, waiver or amendment agreed to by the Master Servicer
pursuant to Section 3.20(c) and 100% of any fee actually paid by a Mortgagor in
connection with a defeasance of a Mortgage Loan as contemplated under Section
3.20(k), and (iii) 50% of any and all assumption fees (other than, if
applicable, the Initial Harcourt Complex Assumption Fee) and 100% of any and all
assumption application fees and other applicable fees, actually paid by a
Mortgagor in accordance with the related loan documents, with respect to any
assumption or substitution agreement entered into by the Master Servicer on
behalf of the Trust pursuant to Section 3.08(a) or paid by a Mortgagor with
respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(a), shall be retained by the Master Servicer or promptly paid to the Master
Servicer by the Special Servicer and such additional servicing compensation is
not required to be deposited in the Custodial Account. The Master Servicer shall
also be entitled to additional servicing compensation in the form of (i)
Prepayment Interest Excesses; (ii) interest or other income earned on deposits
in the Custodial Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for
each Collection Period); and (iii) to the extent not required to be paid to any
Mortgagor under applicable law, any interest or other income earned on deposits
in the Servicing Accounts, the Reserve Accounts and the Defeasance Deposit
Account maintained thereby (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period).

     (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan. With respect to
each Specially Serviced Mortgage Loan and REO Mortgage Loan, for any calendar
month (or portion thereof), the Special Servicing Fee shall: (i) accrue from
time to time at the Special Servicing Fee Rate on the same principal amount as
interest accrues from time to



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<PAGE>

time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any Specially Serviced Mortgage Loan or REO Mortgage Loan on a date that is
not a Due Date, on the basis of the actual number of days to elapse from and
including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Event, in a month consisting of 30
days and, in the case of any other partial period that does not run from one Due
Date through and including the day immediately preceding the next Due Date, on
the basis of the actual number of days in such period in a month consisting of
30 days). The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Mortgage Loan shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage
Loan. Earned but unpaid Special Servicing Fees shall be payable monthly out of
general collections on the Mortgage Loans and any REO Properties on deposit in
the Custodial Account pursuant to Section 3.05(a).

     As further compensation for its services hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Mortgage Loan. As to each such Corrected Mortgage Loan, the Workout Fee shall be
payable from, and shall be calculated by application of the Workout Fee Rate to,
all collections of principal, interest (other than Default Interest, Additional
Interest and Excess Defeasance Deposit Proceeds), Prepayment Premiums and/or
Yield Maintenance Charges received on such Mortgage Loan for so long as it
remains a Corrected Mortgage Loan; provided that no Workout Fee shall be payable
from, or based upon the receipt of, Liquidation Proceeds collected in connection
with the purchase of any such Specially Serviced Mortgage Loan or REO Property
by a Purchase Option Holder pursuant to Section 3.18, by the Depositor, Lehman
Brothers, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by the Depositor pursuant to Section
2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement, or by the holder of a related mezzanine loan pursuant to a
purchase right in connection with a Mortgage Loan default as set forth in the
related intercreditor agreement, or out of any Insurance Proceeds or
Condemnation Proceeds. The Workout Fee with respect to any Corrected Mortgage
Loan will cease to be payable if such Corrected Mortgage Loan again becomes a
Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an
REO Property; provided that a new Workout Fee will become payable if and when
the particular Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated or removed other than for cause (and other than
as a result of an Event of Default under Sections 7.01(a)(x), 7.01(a)(xi) or
7.01(a)(xii)) or resigns in accordance with the first sentence of the first
paragraph of Section 6.04, it shall retain the right to receive any and all
Workout Fees payable in respect of Mortgage Loans that became Corrected Mortgage
Loans during the period that it acted as Special Servicer and were still such at
the time of such termination, removal or resignation (and the successor Special
Servicer shall not be entitled to any portion of such Workout Fees), in each
case until the Workout Fee for any such Mortgage Loan ceases to be payable in
accordance with the preceding sentence.

     As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive the Liquidation Fee with respect to each
Specially Serviced Mortgage Loan as to which it receives a full, partial or
discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Mortgage Loan and REO Property as to which it receives Net
Liquidation Proceeds. As to each such Specially Serviced Mortgage Loan or REO
Property, the Liquidation Fee shall be payable from, and shall be calculated by
application of the Liquidation Fee Rate to, such full, partial or discounted
payoff and/or Net Liquidation Proceeds (exclusive of any portion of such payoff
or



                                     -125-
<PAGE>

proceeds that represents Default Interest and/or Additional Interest); provided
that no Liquidation Fee shall be payable (i) with respect to any such Specially
Serviced Mortgage Loan that becomes a Corrected Mortgage Loan or (ii) from, or
based upon the receipt of, Liquidation Proceeds collected in connection with the
purchase of any such Specially Serviced Mortgage Loan or REO Property by a
Purchase Option Holder pursuant to Section 3.18, by the Depositor, Lehman
Brothers, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by the Depositor pursuant to Section
2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement in connection with a Material Document Defect or a Material
Breach (in either such case, within 180 days of the discovery or receipt of
notice by the Depositor or the UBS Mortgage Loan Seller, as the case may be, of
the subject Material Document Defect or Material Breach, as applicable, that
gave rise to the particular repurchase obligation), by the Depositor pursuant to
Section 2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement in connection with the defeasance of any Early
Defeasance Mortgage Loan prior to the second anniversary of the Closing Date, or
by the holder of a related mezzanine loan pursuant to a purchase right in
connection with a Mortgage Loan default as set forth in the related
intercreditor agreement; and provided, further, that, in connection with any
purchase by the Depositor pursuant to Section 2.03 or the UBS Mortgage Loan
Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement in
connection with a Material Document Defect or a Material Breach (in either case
more than 180 days following the discovery or receipt of notice by the Depositor
or the UBS Mortgage Loan Seller, as the case may be, of the subject Material
Document Defect or Material Breach, as applicable, that gave rise to the
particular repurchase obligation), the Liquidation Fee shall equal 1% of the
Stated Principal Balance of the repurchased Mortgage Loan (or, if an REO
Property is being repurchased, 1% of the Stated Principal Balance of the related
REO Mortgage Loan).

     Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Mortgage Loan shall not be paid from the same
proceeds with respect to such Mortgage Loan.

     The Special Servicer's right to receive the Special Servicing Fee, the
Workout Fee and the Liquidation Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

     (d) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Mortgage Pool that accrued with
respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan, (ii) with
respect to any Specially Serviced Mortgage Loan, 100% of any and all assumption
application fees and other applicable fees, actually paid by a Mortgagor in
accordance with the related loan documents, with respect to any assumption or
substitution agreement entered into by the Special Servicer on behalf of the
Trust pursuant to Section 3.08(b) or paid by a Mortgagor with respect to any
transfer of an interest in a Mortgagor pursuant to Section 3.08(b), and (iii)
any and all assumption fees, modification fees, consent fees, extension fees and
similar fees actually collected on the Mortgage Loans that are not otherwise
payable to the Master Servicer as additional servicing compensation pursuant to
Section 3.11(b) and/or, if applicable, do not constitute any part of the
Retained Assumption Fee, shall be retained by the Special Servicer or promptly
paid to the Special Servicer by the Master Servicer, as the case may be, and
shall not be required to be deposited in the Custodial Account pursuant to
Section 3.04(a). The Special Servicer shall also be entitled to additional
special servicing compensation in the form of interest or other income earned on
deposits in the REO



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Account, if established, in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for
each Collection Period).

     (e) The Master Servicer and the Special Servicer shall each be required to
pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy obtained by
it insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of the Custodial Account or,
in the case of the Special Servicer, the REO Account, and neither the Master
Servicer nor the Special Servicer shall be entitled to reimbursement for such
expenses except as expressly provided in this Agreement.

     (f) If the Master Servicer or Special Servicer is required under any
provision of this Agreement to make a Servicing Advance, but neither does so
within 15 days after such Advance is required to be made, the Trustee shall, if
it has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give written notice of such failure, as
applicable, to the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer within three
Business Days after such notice is given to the Master Servicer or the Special
Servicer, as applicable, then (subject to Section 3.11(h)) the Trustee shall
make such Servicing Advance. If the Trustee fails to make any Servicing Advance
required to be made under this Agreement, then (subject to Section 3.11(h)) the
Fiscal Agent shall make such Servicing Advance within one Business Day of such
failure by the Trustee and, if so made, the Trustee shall be deemed not to be in
default under this Agreement.

     (g) The Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent shall each be entitled to receive interest at the Reimbursement Rate in
effect from time to time, compounded annually, accrued on the amount of each
Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) out of any
Default Charges on deposit in the Custodial Account that were collected on or in
respect of the Mortgage Pool during the same Collection Period in which such
Servicing Advance is reimbursed; and (ii) to the extent that such Default
Charges are insufficient, but not before the related Advance has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Loans and
REO Properties on deposit in the Custodial Account. The Master Servicer shall
reimburse itself, the Special Servicer, the Trustee or the Fiscal Agent, as
appropriate and in accordance with Section 3.03 or Section 3.05(a), as
applicable, for any Servicing Advance as soon as practicable after funds
available for such purpose are deposited in the Custodial Account.

     (h) Notwithstanding anything herein to the contrary, none of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be
required to make out of its own funds any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance. The determination by either the
Master Servicer or the Special Servicer that it has made a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be made in accordance with
the Servicing Standard and shall be evidenced by an Officer's Certificate
delivered promptly to the Trustee and the Depositor, setting forth the basis for
such determination, together with a copy of any appraisal of the related
Mortgaged Property or REO Property, as the case may be (which appraisal shall be
an expense of the Trust, shall take into account the factors specified in
Section 3.18 and shall have been conducted by an Independent Appraiser in
accordance with the standards of the Appraisal Institute within the twelve
months preceding such



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<PAGE>

determination of nonrecoverability), and further accompanied by related
Mortgagor operating statements and financial statements, budgets and rent rolls
of the related Mortgaged Property (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession) and any engineers' reports,
environmental surveys or similar reports that the Master Servicer or the Special
Servicer may have obtained and that support such determination. If the Master
Servicer intends to obtain an appraisal in connection with the foregoing, the
Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. The Trustee and the Fiscal Agent
shall be entitled to rely, conclusively, on any determination by the Master
Servicer or the Special Servicer that a Servicing Advance, if made, would be a
Nonrecoverable Advance; provided, however, that if the Master Servicer or the
Special Servicer has failed to make a Servicing Advance for reasons other than a
determination by the Master Servicer or the Special Servicer, as applicable,
that such Servicing Advance would be a Nonrecoverable Advance, the Trustee or
the Fiscal Agent, as applicable, shall make such Servicing Advance within the
time periods required by Section 3.11(f) unless the Trustee or the Fiscal Agent,
in good faith, makes a determination that such Servicing Advance would be a
Nonrecoverable Advance.

     (i) Notwithstanding anything set forth herein to the contrary, the Master
Servicer shall (at the direction of the Special Servicer if a Specially Serviced
Mortgage Loan or an REO Property is involved) pay directly out of the Custodial
Account any servicing expense that, if advanced by the Master Servicer or the
Special Servicer, would constitute a Nonrecoverable Servicing Advance; provided
that the Master Servicer (or the Special Servicer, if a Specially Serviced
Mortgage Loan or an REO Property is involved) has determined in accordance with
the Servicing Standard that making such payment, in the case of withdrawals from
the Custodial Account, is in the best interests of the Certificateholders (as a
collective whole) or, in the case of the Custodial Account, is in the best
interests of the Certificateholders (as a collective whole), as evidenced in
each case by an Officer's Certificate delivered promptly to the Trustee, the
Depositor and the Controlling Class Representative, setting forth the basis for
such determination and accompanied by any information that such Person may have
obtained that supports such determination. A copy of any such Officer's
Certificate (and accompanying information) of the Master Servicer shall also be
promptly delivered to the Special Servicer, and a copy of any such Officer's
Certificate (and accompanying information) of the Special Servicer shall also be
promptly delivered to the Master Servicer. The Master Servicer may conclusively
rely on any information in this regard provided by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof).

     SECTION 3.12. Property Inspections; Collection of Financial Statements;
                   Delivery of Certain Reports.

     (a) The Special Servicer shall perform or cause to be performed a physical
inspection of a Mortgaged Property as soon as practicable after the related
Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter
for so long as the related Mortgage Loan remains a Specially Serviced Mortgage
Loan, the cost of which shall be paid by the Special Servicer and shall be
reimbursable as a Servicing Advance. In addition, the Special Servicer shall
perform or cause to be performed a physical inspection of each of the REO
Properties at least once per calendar year, the cost of which shall be paid by
the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning
in 2003, the Master Servicer shall at its expense perform or cause to be
performed a physical inspection of each Mortgaged Property securing a Performing
Mortgage Loan: (i) at least once every two calendar years in the case of
Mortgaged Properties securing Mortgage Loans that have outstanding principal
balances of (or Mortgaged Properties having allocated loan amounts of)
$2,000,000 or less;



                                     -128-
<PAGE>

and (ii) at least once every calendar year in the case of all other such
Mortgaged Properties; provided, that the Master Servicer will not be required to
perform or cause to be performed an inspection on a Mortgaged Property if such
Mortgaged Property has been inspected by the Master Servicer or the Special
Servicer in the preceding six months. The Master Servicer and the Special
Servicer shall each promptly prepare or cause to be prepared and deliver to the
Trustee and each other a written report of each such inspection performed by it
that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii) any change in the condition or value of the Mortgaged
Property that the Master Servicer or the Special Servicer, as applicable, in its
reasonable, good faith judgment, considers material, or (iii) any waste
committed on the Mortgaged Property. The Master Servicer and Special Servicer
shall each forward copies of any such inspection reports prepared by it to the
Underwriters and the Controlling Class Representative upon request, subject to
payment of a reasonable fee.

     The Special Servicer, in the case of each Specially Serviced Mortgage Loan
and each REO Mortgage Loan, and the Master Servicer, in the case of each
Performing Mortgage Loan, shall each, consistent with the Servicing Standard,
use reasonable efforts to obtain quarterly, annual and other periodic operating
statements and rent rolls with respect to each of the related Mortgaged
Properties and REO Properties. The Special Servicer shall, promptly following
receipt, deliver copies of the operating statements and rent rolls received or
obtained by it to the Master Servicer, and the Master Servicer shall promptly
deliver copies of the operating statements and rent rolls received or obtained
by it to the Trustee, the Special Servicer or any Controlling Class
Certificateholder, in each case upon request. The Special Servicer shall,
promptly following receipt, deliver copies of the materials received or obtained
by it pursuant to the foregoing sentence to the Master Servicer, and the Master
Servicer shall promptly deliver copies of all such materials received or
obtained by it pursuant to the foregoing sentence and this sentence to the
Trustee, the Special Servicer and any Controlling Class Certificateholders, in
each case upon request.

     Within 30 days after receipt by the Master Servicer of any annual operating
statements with respect to any Mortgaged Property or REO Property, the Master
Servicer with respect to a Performing Mortgage Loan and the Special Servicer
with respect to a Specially Serviced Mortgage Loan shall prepare or update and
forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with, upon request, the annual operating statements
attached thereto as an exhibit).

     The Master Servicer with respect to a Performing Mortgage Loan and the
Special Servicer with respect to a Specially Serviced Mortgage Loan shall
prepare and maintain one CMSA Operating Statement Analysis Report for each
Mortgaged Property and REO Property. The CMSA Operating Statement Analysis
Report for each such Mortgaged Property and REO Property is to be updated by the
Master Servicer or Special Servicer, as applicable, within 30 days after its
receipt of updated operating statements for a Mortgaged Property or REO
Property, as the case may be. The Master Servicer or Special Servicer, as
applicable, shall use the "Normalized" column from the CMSA NOI Adjustment
Worksheet for any such Mortgaged Property or REO Property, as the case may be,
to update and normalize the corresponding annual year-end information in the
CMSA Operating Statement Analysis Report and shall use any annual operating
statements and related data fields received with respect to any such Mortgaged
Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment
Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports



                                     -129-
<PAGE>

and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee
automatically (on a monthly basis) during any period in respect of which
Exchange Act Reports are being filed as to the Trust with the Commission, and
are otherwise to be made available by the Master Servicer to the Trustee, the
Special Servicer or any Controlling Class Certificateholder, in each case upon
request.

     (b) Not later than 2:00 p.m. (New York City time) on the second Business
Day prior to each Determination Date, the Special Servicer shall deliver or
cause to be delivered to the Master Servicer the following reports with respect
to the Specially Serviced Mortgage Loans and any REO Properties, providing the
required information as of the end of the preceding calendar month: (i) a CMSA
Property File; and (ii) a CMSA Comparative Financial Status Report. Not later
than 2:00 p.m. (New York City time) on the third Business Day prior to each
Distribution Date, the Special Servicer shall deliver or cause to be delivered
to the Master Servicer the following reports with respect to the Specially
Serviced Mortgage Loans, any REO Properties and, to the extent that the subject
information relates to when they were Specially Serviced Mortgage Loans, any
Corrected Mortgage Loans: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan
Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a
CMSA Historical Loan Modification Report; and (v) a CMSA REO Status Report.

     (c) Not later than 2:00 p.m. (New York City time) on the first Business Day
prior to each Distribution Date, the Master Servicer shall deliver or cause to
be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon
request, any Controlling Class Certificateholder: (i) the most recent CMSA
Historical Loan Modification Report, CMSA Historical Liquidation Report and CMSA
REO Status Report received from the Special Servicer pursuant to Section
3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan
Setup File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative
Financial Status Report and Loan Payoff Notification Report (in each case
combining the reports prepared by the Special Servicer and the Master Servicer);
and (iii) a CMSA Servicer Watch List with information that is current as of the
related Determination Date with respect to the Mortgage Loans. The Master
Servicer shall include on one of such reports updated information as of the
applicable Determination Date regarding the amount of accrued and unpaid
interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such
information to be presented on a loan-by-loan basis.

     If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
it shall forward such information in the form of a Supplemental Report to the
Trustee in accordance with Section 4.02(a).

     (d) The Special Servicer shall deliver to the Master Servicer the reports
set forth in Section 3.12(b) in an electronic format reasonably acceptable to
the Special Servicer and the Master Servicer, and the Master Servicer shall
deliver to the Trustee, the Special Servicer and, upon request, any Controlling
Class Certificateholder the reports set forth in Section 3.12(c) in an
electronic format reasonably acceptable to the Master Servicer and the Trustee.
The Master Servicer may, absent manifest error, conclusively rely on the reports
to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee
may, absent manifest error, conclusively rely on the reports to be provided by
the Master Servicer pursuant to Section 3.12(c) to the extent that the
underlying information is solely within the control of the Master Servicer or
the Special Servicer. In the case of information or reports to be



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furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to
the extent that such information is based on reports to be provided by the
Special Servicer pursuant to Section 3.12(b) and/or that such reports are to be
prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so
long as the Master Servicer and the Special Servicer are not the same Person or
Affiliates, the Master Servicer shall have no obligation to provide such
information or reports until it has received such information or reports from
the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12(c) caused by
the Special Servicer's failure to timely provide any report required under
Section 3.12(b) of this Agreement.

     (e) The preparation and maintenance by the Master Servicer and the Special
Servicer of all the reports specified in this Section 3.12, including the
calculations made therein, shall be done in accordance with CMSA standards to
the extent applicable thereto.

     SECTION 3.13. Annual Statement as to Compliance.

     Each of the Master Servicer and the Special Servicer shall deliver to the
Trustee, the Rating Agencies, the Depositor, the Underwriters and each other, on
or before April 30 of each year, beginning in 2003 (or, as to any such year,
such earlier date as is contemplated by the last sentence of this Section 3.13),
an Officer's Certificate (the "Annual Performance Certification") stating, as to
the signer thereof, that (i) a review of the activities of the Master Servicer
or the Special Servicer, as the case may be, during the preceding calendar year
(or, in the case of the first such certification, during the period from the
Closing Date to December 31, 2002, inclusive) and, in particular, of its
performance under this Agreement, has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Master Servicer or the Special Servicer, as the case may be, has fulfilled
all of its material obligations under this Agreement in all material respects
throughout such preceding calendar year or portion thereof (or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof), and (iii) the
Master Servicer or the Special Servicer, as- the case may be, has received no
notice regarding the qualification, or challenging the status, of any REMIC Pool
as a REMIC or the Grantor Trust as a grantor trust, from the IRS or any other
governmental agency or body (or, if it has received any such notice, specifying
the details thereof). Notwithstanding the timing provided for in the first
sentence of this paragraph, if (as confirmed in writing by the Depositor) the
Depositor is required to file a Form 10-K with the Commission in respect of the
Trust covering any particular calendar year, then the Annual Performance
Certification to be delivered by each of the Master Servicer and the Special
Servicer during the following year, shall be delivered on or before March 15 of
such following year; and the Master Servicer and the Special Servicer are hereby
notified that the Depositor is required to file a Form 10-K with the Commission
in respect of the Trust covering calendar year 2002.

     SECTION 3.14. Reports by Independent Public Accountants.

     On or before April 30 of each year, beginning in 2003 (or, as to any such
year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also render
other services to the Master Servicer or the Special Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
(the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the
Depositor, the Underwriters and each other, to the effect that (i) such firm has
obtained a letter of representation regarding certain matters from the
management of the



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Master Servicer or the Special Servicer, as applicable, which includes an
assertion that the Master Servicer or the Special Servicer, as applicable, has
complied with certain minimum mortgage loan servicing standards (to the extent
applicable to commercial and multifamily mortgage loans), identified in the
Uniform Single Attestation Program for Mortgage Bankers established by the
Mortgage Bankers Association of America, with respect to the servicing of
commercial and multifamily mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications that may be
appropriate. In rendering its report such firm may rely, as to matters relating
to the direct servicing of commercial and multifamily mortgage loans by
sub-servicers, upon comparable reports of firms of independent certified public
accountants rendered (within one year of such report) on the basis of
examinations conducted in accordance with the same standards with respect to
those sub-servicers. Notwithstanding the timing provided for in the first
sentence of this paragraph, if (as confirmed in writing by the Depositor) the
Depositor is required to file a Form 10-K with the Commission in respect of the
Trust covering any particular calendar year, then the Annual Accountants' Report
to be delivered on behalf of each of the Master Servicer and the Special
Servicer during the following year, shall be delivered on or before March 15 of
such following year; and the Master Servicer and the Special Servicer are hereby
notified that the Depositor is required to file a Form 10-K with the Commission
in respect of the Trust covering calendar year 2002.

     The Master Servicer and the Special Servicer, to the extent applicable,
will reasonably cooperate with the Depositor in conforming any reports delivered
pursuant to this Section 3.14 to requirements imposed by the Commission on the
Depositor in connection with the Depositor's reporting requirements in respect
of the Trust Fund pursuant to the Exchange Act, provided that the Master
Servicer and Special Servicer shall each be entitled to charge the Depositor for
any reasonable additional costs and expenses incurred in affording the Depositor
such cooperation.

     SECTION 3.15. Access to Certain Information.

     Each of the Master Servicer and the Special Servicer shall afford to the
Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder and any Certificate Owner (identified as such to the
reasonable satisfaction of the Master Servicer or the Special Servicer, as the
case may be), and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner (identified as such to the reasonable satisfaction of the
Master Servicer or the Special Servicer, as the case may be), access to any
records regarding the Mortgage Loans and the servicing thereof within its
control, except to the extent it is prohibited from doing so by applicable law
or contract or to the extent such information is subject to a privilege under
applicable law to be asserted on behalf of the Certificateholders. Such access
shall be afforded only upon reasonable prior written request and during normal
business hours at the offices of the Master Servicer or the Special Servicer, as
the case may be, designated by it.

     In connection with providing or granting any information or access pursuant
to the prior paragraph to a Certificateholder, a Certificate Owner or any
regulatory authority that may exercise authority over a Certificateholder or a
Certificate Owner, the Master Servicer and the Special Servicer may each require
payment from such Certificateholder or a Certificate Owner of a sum sufficient
to cover the reasonable costs and expenses of providing such information or
access, including copy charges and reasonable fees for employee time and for
space; provided that no charge may be made if such



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<PAGE>

information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders and Certificate
Owners access to the information described in the preceding paragraph, the
Master Servicer and the Special Servicer shall require (prior to affording such
access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, as the case may be, generally to the effect that such Person
is a Holder of Certificates or a beneficial holder of Book-Entry Certificates
and will keep such information confidential.

     Upon the reasonable request of any Certificateholder, or any Certificate
Owner identified to the Master Servicer to the Master Servicer's reasonable
satisfaction, the Master Servicer may provide (or forward electronically) (at
the expense of such Certificateholder or Certificate Owner) copies of any
operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer; provided that, in connection therewith, the
Master Servicer shall require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that such Person is a Holder of Certificates
or a beneficial holder of Book-Entry Certificates and will keep such information
confidential.

     SECTION 3.16. Title to REO Property; REO Account.

     (a) If title to any Mortgaged Property is acquired, the deed or certificate
of sale shall be issued to the Trustee or its nominee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property by the end of the third calendar year following the
calendar year in which REMIC I (or, if applicable, the related Loan REMIC)
acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code, unless the Special Servicer either (i) applies, more than 60 days
prior to the end of such third succeeding year, for and is granted an extension
of time (an "REO Extension") by the IRS to sell such REO Property or (ii)
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, the
Special Servicer and the Master Servicer, to the effect that the holding by
REMIC I (or, if applicable, the related Loan REMIC) of such REO Property
subsequent to the end of such third succeeding year will not result in the
imposition of taxes on "prohibited transactions" (as defined in Section 860F of
the Code) of any REMIC Pool or cause any REMIC Pool to fail to qualify as a
REMIC at any time that any Certificates are outstanding. If the Special Servicer
is granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell the
subject REO Property within such extended period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its obtaining the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be covered by, and reimbursable as, a Servicing Advance.

     (b) The Special Servicer shall segregate and hold all funds collected and
received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur in respect of any
Mortgaged Property, the Special Servicer shall establish and maintain one or
more accounts (collectively, the "REO Account"), held on behalf of the Trustee
in trust for the benefit of the Certificateholders, for the retention of
revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in the REO Account, upon receipt, all REO Revenues, Insurance



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<PAGE>

Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of
any REO Property. Funds in the REO Account (other than any such funds
representing Additional Interest) may be invested in Permitted Investments in
accordance with Section 3.06. The Special Servicer shall be entitled to make
withdrawals from the REO Account to pay itself, as additional special servicing
compensation in accordance with Section 3.11(d), interest and investment income
earned in respect of amounts held in the REO Account as provided in Section
3.06(b) (but only to the extent of the Net Investment Earnings with respect to
the REO Account for any Collection Period). The Special Servicer shall give
notice to the Trustee and the Master Servicer of the location of the REO Account
when first established and of the new location of the REO Account prior to any
change thereof.

     (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the Business Day following
each Determination Date, the Special Servicer shall withdraw from the REO
Account and deposit into the Custodial Account (or deliver to the Master
Servicer or such other Person as may be designated by the Master Servicer for
deposit into the Custodial Account) the aggregate of all amounts received in
respect of each REO Property during the Collection Period ending on such
Determination Date, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided that the Special Servicer may retain in the REO
Account such portion of proceeds and collections in respect of any related REO
Property as may be necessary to maintain a reserve of sufficient funds for the
proper operation, management, leasing, maintenance and disposition of such REO
Property (including the creation of a reasonable reserve for repairs,
replacements, necessary capital replacements and other related expenses), such
reserve not to exceed an amount sufficient to cover such items to be incurred
during the following twelve-month period.

     (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to the REO Account as is reasonably requested by the Master Servicer.

     SECTION 3.17. Management of REO Property.

     (a) Prior to the acquisition by it of title to a Mortgaged Property, the
Special Servicer shall review the operation of such Mortgaged Property and
determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review that:

          (i) None of the income from Directly Operating such Mortgaged Property
     would be subject to tax as "net income from foreclosure property" within
     the meaning of the REMIC Provisions or would be subject to the tax imposed
     on "prohibited transactions" under Section 860F of the Code (either such
     tax referred to herein as an "REO Tax"), then such Mortgaged Property may
     be Directly Operated by the Special Servicer as REO Property;

          (ii) Directly Operating such Mortgaged Property as REO Property could
     result in income from such property that would be subject to an REO Tax,
     but that a lease of such property to another party to operate such
     property, or the performance of some services by an Independent Contractor
     with respect to such property, or another method of operating such property
     would not result in income subject to an REO Tax, then the Special Servicer
     may



                                     -134-

<PAGE>

     (provided, that in the good faith and reasonable judgment of the Special
     Servicer, it is commercially reasonable) acquire such Mortgaged Property as
     REO Property and so lease or operate such REO Property; or

          (iii) It is reasonable to believe that Directly Operating such
     property as REO Property could result in income subject to an REO Tax and
     that no commercially reasonable means exists to operate such property as
     REO Property without the Trust Fund incurring or possibly incurring an REO
     Tax on income from such property, the Special Servicer shall deliver to the
     Tax Administrator, in writing, a proposed plan (the "Proposed Plan") to
     manage such property as REO Property. Such plan shall include potential
     sources of income, and, to the extent reasonably possible, estimates of the
     amount of income from each such source. Upon request of the Special
     Servicer, the Tax Administrator shall advise the Special Servicer of the
     Tax Administrator's federal income tax reporting position with respect to
     the various sources of income that the Trust Fund would derive under the
     Proposed Plan. After receiving the information described in the preceding
     sentence from the Tax Administrator, the Special Servicer shall implement
     the Proposed Plan (after acquiring the respective Mortgaged Property as REO
     Property), with any amendments required to be made thereto as a result of
     the Tax Administrator's tax reporting position.

     The Special Servicer's decision as to how each REO Property shall be
managed and operated shall be based on the Servicing Standard and, further,
based on the good faith and reasonable judgment of the Special Servicer as to
which means would be in the best interest of the Certificateholders by
maximizing (to the extent commercially reasonable and consistent with Section
3.17(b)) the net after-tax REO Revenues received by the Trust Fund with respect
to such property without materially impairing the Special Servicer's ability to
promptly sell such property for a fair price. In connection with performing
their respective duties under this Section 3.17(a), both the Special Servicer
and the Tax Administrator may consult with counsel and tax accountants, the
reasonable cost of which consultation shall be covered by, and be reimbursable
as, a Servicing Advance to be made by the Special Servicer.

     (b) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect and operate such REO Property for the benefit of the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner that does not and will not: (i) cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for purposes of Section 860D(a) of the Code; or (ii) except as
contemplated by Section 3.17(a), either result in the receipt by any REMIC Pool
of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an Adverse
Grantor Trust Event. Subject to the foregoing, however, the Special Servicer
shall have full power and authority to do any and all things in connection
therewith as are consistent with the Servicing Standard and, consistent
therewith, shall withdraw from the REO Account, to the extent of amounts on
deposit therein with respect to any REO Property, funds necessary for the proper
operation, management, maintenance and disposition of such REO Property,
including:

          (i) all insurance premiums due and payable in respect of such REO
     Property;



                                     -135-
<PAGE>

          (ii) all real estate taxes and assessments in respect of such REO
     Property that may result in the imposition of a lien thereon;

          (iii) any ground rents in respect of such REO Property; and

          (iv) all costs and expenses necessary to maintain, lease, sell,
     protect, manage, operate and restore such REO Property.

     To the extent that amounts on deposit in the REO Account in respect of any
REO Property are insufficient for the purposes set forth in the preceding
sentence with respect to such REO Property, the Special Servicer shall make
Servicing Advances in such amounts as are necessary for such purposes unless the
Special Servicer determines, in accordance with the Servicing Standard, that
such payment would be a Nonrecoverable Advance; provided, however, that the
Special Servicer may make any such Servicing Advance without regard to
recoverability if it is a necessary fee or expense incurred in connection with
the defense or prosecution of legal proceedings. The Special Servicer shall
notify the Master Servicer if it shall have made any such Servicing Advance
within the previous 30-day period.

     (c) Without limiting the generality of the foregoing, the Special Servicer
shall not, with respect to any REO Property:

          (i) enter into, renew or extend any New Lease with respect to any REO
     Property, if the New Lease, by its terms would give rise to any income that
     does not constitute Rents from Real Property;

          (ii) permit any amount to be received or accrued under any New Lease
     other than amounts that will constitute Rents from Real Property;

          (iii) authorize or permit any construction on any REO Property, other
     than the completion of a building or other improvement thereon, and then
     only if more than 10% of the construction of such building or other
     improvement was completed before default on the related Mortgage Loan
     became imminent, all within the meaning of Section 856(e)(4)(B) of the
     Code; or

          (iv) Directly Operate, or allow any other Person, other than an
     Independent Contractor, to Directly Operate any Mortgaged Property as REO
     Property on any date more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer as a Servicing
Advance) to the effect that such action would not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at any time
that it is held by REMIC I (or, if applicable, the related Loan REMIC), in which
case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.

     (d) The Special Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:



                                     -136-

<PAGE>

          (i) the terms and conditions of any such contract shall not be
     inconsistent herewith and shall reflect an agreement reached at arm's
     length;

          (ii) the fees of such Independent Contractor (which shall be expenses
     of the Trust Fund) shall be reasonable and customary in consideration of
     the nature and locality of such REO Property;

          (iii) except as permitted under Section 3.17(a), any such contract
     shall require, or shall be administered to require, that the Independent
     Contractor, in a timely manner, (A) pay all costs and expenses incurred in
     connection with the operation and management of such REO Property,
     including those listed in Section 3.17(b) above, and (B) except to the
     extent that such revenues are derived from any services rendered by the
     Independent Contractor to tenants of such REO Property that are not
     customarily furnished or rendered in connection with the rental of real
     property (within the meaning of Section 1.856-4(b)(5) of the Treasury
     regulations or any successor provision), remit all related revenues
     collected (net of its fees and such costs and expenses) to the Special
     Servicer upon receipt;

          (iv) none of the provisions of this Section 3.17(d) relating to any
     such contract or to actions taken through any such Independent Contractor
     shall be deemed to relieve the Special Servicer of any of its duties and
     obligations hereunder with respect to the operation and management of such
     REO Property; and

          (v) the Special Servicer shall be obligated with respect thereto to
     the same extent as if it alone were performing all duties and obligations
     in connection with the operation and management of such REO Property.

     The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations under Section 3.16 and this Section 3.17 for indemnification of the
Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.

     SECTION 3.18. Sale of Mortgage Loans and REO Properties.

     (a) The Master Servicer, the Special Servicer or the Trustee may sell or
purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property
only (i) on the terms and subject to the conditions set forth in this Section
3.18, (ii) as otherwise expressly provided in or contemplated by Sections 2.03
and 9.01 of this Agreement and/or the UBS/Depositor Mortgage Loan Purchase
Agreement, and (iii) in the case of a Mortgage Loan with a related mezzanine
loan, in connection with a Mortgage Loan default as set forth in the related
intercreditor agreement.

     (b) Within five Business Days after any Mortgage Loan has become a
Specially Serviced Mortgage Loan, the Special Servicer shall give notice of such
event to each holder of a Certificate of the Controlling Class and the Trustee.
The Special Servicer, any single Holder or any group of Certificateholders
evidencing a majority of the Voting Rights allocated to the Controlling Class
and any assignees of the foregoing parties (collectively, the "Purchase Option
Holders") shall each have the option to purchase such Specially Serviced
Mortgage Loan at a cash price that is at least equal to the



                                     -137-
<PAGE>

Purchase Price. The Special Servicer shall accept the first offer by a Purchase
Option Holder that is at least equal to the Purchase Price.

     (c) If none of the Purchase Option Holders exercises its option to purchase
any Specially Serviced Mortgage Loan as described in subsection (b) above, then
each Purchase Option Holder will also have the option to purchase that Specially
Serviced Mortgage Loan at a price equal to the fair value of such Specially
Serviced Mortgage Loan (the "FV Price"). Upon receipt of a request from any
Purchase Option Holder to determine the FV Price in contemplation of its
intention to exercise its option to purchase a Specially Serviced Mortgage Loan
at a price that is below the Purchase Price, the Special Servicer shall promptly
obtain an MAI appraisal of the related Mortgaged Property by an Independent
Appraiser (unless such an appraisal was obtained within one year of such date
and the Special Servicer has no knowledge of any circumstances that would
materially affect the validity of such appraisal). Promptly after obtaining such
appraisal, the Special Servicer shall determine the FV Price in accordance with
the Servicing Standard and the provisions of subsection (i) below. Promptly
after determining the FV Price, the Special Servicer shall report such FV Price
to the Trustee and each Purchase Option Holder.

     (d) In the event that the Special Servicer determines that it is willing,
or another Purchase Option Holder notifies the Special Servicer that it is
willing, to purchase any Specially Serviced Mortgage Loan (the party submitting
such bid, the "Initial Bidder") at a price equal to or above the FV Price (a "FV
Bid"), the Special Servicer shall notify all other Purchase Option Holders that
it has made or received, as the case may be, such FV Bid (without disclosing the
amount of such FV Bid). All other Purchase Option Holders may submit competing
bids within the ten Business Day period following such notice. At the conclusion
of the above-described ten Business Day period, the Special Servicer shall
accept the highest bid received from any Purchase Option Holder that is at least
equal to the FV Price.

     (e) If the Special Servicer accepts the bid of any Purchase Option Holder,
such Purchase Option Holder shall be required to purchase the subject Specially
Serviced Mortgage Loan within ten Business Days of receipt of notice of such
acceptance.

     (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 120 days from its determination of the FV Price and thereafter
receives a FV Bid or a request from a Purchase Option Holder for an updated FV
Price, the Special Servicer shall within 45 days recalculate the FV Price (with
no presumption that such FV Price should be reduced on account of the lack of an
FV Bid) and repeat the notice and bidding procedure provided in subsection (d)
above until the purchase option terminates under subsection (j) below.

     (g) If the party exercising the purchase option at the FV Price for any
Specially Serviced Mortgage Loan is the Special Servicer or an Affiliate
thereof, the Trustee shall verify that the FV Price is at least equal to the
fair value of such Mortgage Loan. In determining whether the FV Price is at
least equal to the fair value of such Mortgage Loan the Trustee will be
permitted to conclusively rely on an appraisal obtained by the Trustee from an
Independent Appraiser at the time it is required to verify the FV Price and/or
the opinion of an Independent expert in real estate matters (including the
Master Servicer) with at least 5 years' experience in valuing or investing in
loans, similar to such Mortgage Loan, that has been selected by the Trustee with
reasonable care at the expense of the Trust Fund.



                                     -138-
<PAGE>

     (h) Any Purchase Option Holder may, once such option is exercisable, assign
its purchase option with respect to any Specially Serviced Mortgage Loan to a
third party other than another Purchase Option Holder and upon such assignment
such third party shall have all of the rights that had been granted to the
Purchase Option Holder hereunder in respect of the purchase option. Such
assignment shall only be effective upon written notice (together with a copy of
the executed assignment and assumption agreement) being delivered to the
Trustee, the Master Servicer and the Special Servicer.

     (i) In determining the FV Price for any Specially Serviced Mortgage Loan,
the Special Servicer may take into account, among other factors, the results of
any appraisal or updated appraisal that it or the Master Servicer may have
obtained in accordance with this Agreement within the prior twelve months; the
opinions on fair value expressed by Independent investors in mortgage loans
comparable to the subject Specially Serviced Mortgage Loan; the period and
amount of any delinquency on the subject Specially Serviced Mortgage Loan; the
physical condition of the related Mortgaged Property; the state of the local
economy; and the expected recoveries from the subject Specially Serviced
Mortgage Loan if the Special Servicer were to pursue a workout or foreclosure
strategy instead of selling such Mortgage Loan to a Purchase Option Holder.

     (j) The purchase option for any Specially Serviced Mortgage Loan pursuant
to this Section 3.18 shall terminate, and shall not be exercisable as set forth
in subsections (b) and (c) above (or if exercised, but the purchase of the
subject Mortgage Loan has not yet occurred, shall terminate and be of no further
force or effect) if and when (i) the Special Servicer has accepted a FV Bid,
(ii) such Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan,
(iii) the related Mortgaged Property has become an REO Property or (iv) a Final
Recovery Determination has been made with respect to such Specially Serviced
Mortgage Loan.

     (k) Until such time as a FV Bid is accepted, the Special Servicer shall
continue to pursue all of the other resolution options available to it with
respect to the Specially Serviced Mortgage Loan in accordance with the Servicing
Standard.

     (l) Any purchase of a Specially Serviced Mortgage Loan that is purchased
pursuant to this Section 3.18 will remain subject to the cure and purchase
rights of any holder of a related mezzanine loan in connection with a Mortgage
Loan default as set forth in the related intercreditor agreement.

     (m) The Special Servicer shall use its best efforts to solicit bids for
each REO Property in such manner as will be reasonably likely to realize a fair
price within the time period provided for by Section 3.16(a). Subject to
Sections 6.11, the Special Servicer shall accept the first (and, if multiple
bids are received contemporaneously or subsequently, the highest) cash bid
received from any Person that constitutes a fair price for such REO Property. If
the Special Servicer reasonably believes that it will be unable to realize a
fair price for any REO Property within the time constraints imposed by Section
3.16(a), then (subject to Section 6.11) the Special Servicer shall dispose of
such REO Property upon such terms and conditions as the Special Servicer shall
deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received.

     (n) The Special Servicer shall give the Trustee and the Depositor prior
written notice of its intention to sell any REO Property pursuant to this
Section 3.18.



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<PAGE>

     (o) No Interested Person shall be obligated to submit a bid to purchase any
REO Property, and notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any REO Property pursuant hereto.

     (p) Whether any cash bid constitutes a fair price for any REO Property for
purposes of this Section 3.18, shall be determined by the Special Servicer or,
if such cash bid is from an Interested Person, by the Trustee. In determining
whether any bid received from an Interested Person represents a fair price for
any REO Property, the Trustee shall be supplied with and shall be entitled to
rely on the most recent appraisal in the related Servicing File conducted in
accordance with this Agreement within the preceding 12-month period (or, in the
absence of any such appraisal or if there has been a material change at the
subject property since any such appraisal, on a new appraisal to be obtained by
the Special Servicer (the cost of which shall be covered by, and be reimbursable
as, a Servicing Advance)). The appraiser conducting any such new appraisal shall
be an Independent Appraiser selected by the Special Servicer if neither the
Special Servicer nor any Affiliate thereof is bidding with respect to an REO
Property and selected by the Trustee if either the Special Servicer or any
Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted to it (and, if the Special Servicer or any Affiliate
thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve months, and any Independent Appraiser shall be instructed to take
into account, as applicable, among other factors, the occupancy level and
physical condition of the subject REO Property, the state of the local economy
and the obligation to dispose of the subject REO Property within the time period
specified in Section 3.16(a). The Purchase Price for any REO Property shall in
all cases be deemed a fair price. Notwithstanding the other provisions of this
Section 3.18, no cash bid from the Special Servicer or any Affiliate thereof
shall constitute a fair price for any REO Property unless such bid is the
highest cash bid received and at least two independent bids (not including the
bid of the Special Servicer or any Affiliate) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.18(p), that such bid constitutes a fair
price for any REO Property. Any bid by the Special Servicer shall be
unconditional; and, if accepted, the subject REO Property shall be transferred
to the Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
real property.

     (q) Subject to Sections 3.18(a) through 3.18(p) above, and further subject
to Section 6.11, the Special Servicer shall act on behalf of the Trustee in
negotiating with independent third parties seeking to purchase an REO Property
and taking any other action necessary or appropriate in connection with the sale
of any Specially Serviced Mortgage Loan or REO Property pursuant to this Section
3.18, and the collection of all amounts payable in connection therewith. In
connection therewith, the Special Servicer may charge prospective bidders for
any REO Property, and may retain, fees that approximate the Special Servicer's
actual costs in the preparation and delivery of information pertaining to, or
evaluating bids for, such REO Property without obligation to deposit such
amounts into the Custodial



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<PAGE>

Account. Any sale of a Specially Serviced Mortgage Loan or an REO Property
pursuant to this Section 3.18 shall be final and without recourse to the Trustee
or the Trust, and if such sale is consummated in accordance with the terms of
this Agreement, neither the Special Servicer nor the Trustee shall have any
liability to any Certificateholder with respect to the purchase price therefor
accepted by the Special Servicer or the Trustee.

     (r) Any sale of a Specially Serviced Mortgage Loan or an REO Property
pursuant to this Section 3.18 shall be for cash only and shall be on a servicing
released basis.

     SECTION 3.19. Additional Obligations of the Master Servicer; Obligations to
                   Notify Ground Lessors; the Special Servicer's Right to
                   Request the Master Servicer to Make Servicing Advances.

     (a) The Master Servicer shall deliver to the Trustee for deposit in the
Collection Account on each Master Servicer Remittance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the aggregate
amount of all Prepayment Interest Shortfalls, if any, incurred in connection
with Principal Prepayments received during the most recently ended Collection
Period with respect to Performing Mortgage Loans and (ii) the sum of (1) the
aggregate of all Master Servicing Fees received by the Master Servicer during
such Collection Period with respect to the entire Mortgage Pool (but only to the
extent of that portion thereof calculated at a rate of 0.015% per annum with
respect to each and every Mortgage Loan and REO Mortgage Loan) and (2) the
aggregate amount of Prepayment Interest Excesses received in respect of the
entire Mortgage Pool during such Collection Period; provided, however, that if
any Prepayment Interest Shortfall occurs as a result of the Master Servicer's
allowing the Mortgagor to deviate from the terms of the related loan documents
regarding principal prepayments, the Master Servicer shall be obligated to pay
an amount equal to the entire Prepayment Interest Shortfall with respect to the
subject Mortgage Loan without any limitation of the kind set forth in clauses
(1) and (2) above.

     (b) The Master Servicer shall, as to each Mortgage Loan which is secured by
the interest of the related Mortgagor under a Ground Lease, even if the
corresponding fee interest is encumbered, promptly (and in any event within 60
days) following the Closing Date, notify the related ground lessor of the
transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and
inform such ground lessor that any notices of default under the related Ground
Lease should thereafter be forwarded to the Master Servicer.

     (c) Notwithstanding anything to the contrary contained in this Agreement,
if the Special Servicer is required under this Agreement to make any Servicing
Advance but does not desire to do so, the Special Servicer may, in its sole
discretion, request that the Master Servicer make such Servicing Advance, such
request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request set forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Servicing Advance is required to
be made hereunder and to be accompanied by such information and documentation
regarding the subject Servicing Advance as the Master Servicer may reasonably
request. The Master Servicer shall have the obligation to make any such
Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
If the request is timely and properly made, the Special Servicer shall be
relieved of any obligations with



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<PAGE>

respect to a Servicing Advance that it so requests the Master Servicer to make
(regardless of whether or not the Master Servicer shall make such Servicing
Advance). The Master Servicer shall be entitled to reimbursement for any
Servicing Advance made by it at the direction of the Special Servicer, together
with interest thereon in accordance with Sections 3.05(a) and 3.11(g), as
applicable, at the same time, in the same manner and to the same extent as the
Master Servicer is entitled with respect to any other Servicing Advances made
thereby.

     Notwithstanding the foregoing provisions of this Section 3.19(c), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on such determination. Upon determining that any
Servicing Advance previously made with respect to a Specially Serviced Mortgage
Loan or REO Property is a Nonrecoverable Servicing Advance, the Special Servicer
shall report to the Master Servicer the Special Servicer's determination. The
Master Servicer shall be entitled to conclusively rely on such a determination.

     SECTION 3.20. Modifications, Waivers, Amendments and Consents; Defeasance.

     (a) Subject to Sections 3.20(b) through 3.20(f), 3.20(l) and 3.20(m) below,
and further subject to Section 6.11, the Special Servicer (or, under the limited
circumstances set forth in Section 3.20(c), the Master Servicer) may, on behalf
of the Trustee, agree to any modification, extension, waiver or amendment of any
term of any Mortgage Loan and respond to various Mortgagor requests for consent
on the part of the mortgagee (including the lease reviews and lease consents
related thereto), without the consent of the Trustee, any Certificateholder, the
Master Servicer (in the case of any such action taken by the Special Servicer)
or, except as expressly set forth below, the Special Servicer (in the case of
any such action taken by the Master Servicer).

     (b) All modifications, extensions, waivers or amendments of any Mortgage
Loan, including the lease reviews and lease consents related thereto, shall be
in writing and shall be considered and effected in a manner consistent with the
Servicing Standard.

     (c) In the case of any Performing Mortgage Loan, and subject to the rights
of the Special Servicer set forth below, the Master Servicer shall be
responsible for responding to any request by a Mortgagor for the consent or
approval of the mortgagee with respect to a modification, extension, waiver or
amendment of any term thereof, provided that such consent or approval or such
modification, extension, waiver or amendment would not (except as permitted by
Sections 3.02(a), 3.03(d), 3.07, 3.08(a), 3.20(l) and 3.20(m) hereof) affect the
amount or timing of any of the payment terms of such Mortgage Loan (including
payment terms related to late payment charges), result in the release of the
related Mortgagor from any material term thereunder, waive any rights thereunder
with respect to any guarantor thereof, relate to the release, addition or
substitution of any material collateral for such Mortgage Loan or relate to any
waiver of or granting of consent under a "due-on-sale" or "due-on-encumbrance"
clause. With respect to any action proposed to be taken by the Master Servicer
under this



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Section 3.20(c) where the thresholds in clauses (i) through (v) of the next
sentence are exceeded, or which involves the situations set forth in the proviso
to the previous sentence, the Special Servicer only may take such action. To the
extent consistent with the foregoing, but subject to Section 3.20(f), the Master
Servicer shall also be responsible for the following with respect to the
Performing Mortgage Loans:

          (i) Approving any waiver affecting the timing of receipt of financial
     statements from any Mortgagor, provided that such financial statements are
     delivered no less than quarterly and within 60 days of the end of the
     calendar quarter to which such financial statements relate;

          (ii) Approving routine leasing activity with respect to leases for
     less than the lesser of (A) 50,000 square feet and (B) 20% of the related
     Mortgaged Property;

          (iii) Approving a transfer of equity in a Mortgagor from one current
     equity holder to another, provided that such transfer of equity does not
     (A) affect (if applicable) the status of such Mortgagor or such equity
     holder as a special purpose, bankruptcy-remote entity, (B) result in a
     change of control of such Mortgagor, (C) cause the transferee to hold more
     than 49% of the equity in such Mortgagor, or (D) relate to a Mortgage Loan
     that represents 2% or more of the then aggregate principal balance of the
     Mortgage Pool;

          (iv) Approving annual budgets for the related Mortgaged Property,
     provided that no such budget (A) relates to a fiscal year in which an
     Anticipated Repayment Date occurs, (B) provides for the payment of
     operating expenses in an amount equal to more than 110% of the amounts
     budgeted therefor for the prior year or (C) provides for the payment of any
     material expenses to any affiliate of the Mortgagor (other than with
     respect to the payment of the management fee to any property manager if
     such management fee is no more than the management fee in effect on the
     Cut-off Date (or, with respect to the Initial Deposit Mortgage Loan, the
     origination date)); and

          (v) Approving a change of the property manager at the request of the
     related Mortgagor, provided that (A) the successor property manager is not
     affiliated with the Mortgagor and is a nationally or regionally recognized
     manager of similar properties, and (B) the related Mortgage Loan does not
     represent 2% or more of the then aggregate principal balance of the
     Mortgage Pool.

     Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08(a), this Section 3.20(c), 3.20(l) and 3.20(m), the Master Servicer
may not agree to waive, modify or amend any term of any Mortgage Loan or respond
to any Mortgagor requests for mortgagee consent. Furthermore, the Master
Servicer may not agree to any modification, extension, waiver or amendment of
any term of any Mortgage Loan that would cause an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the
Grantor Trust.

     Without limiting the foregoing, in no event shall the Master Servicer
waive, modify or amend any term of the Harcourt Complex Mortgage Loan that would
affect the payment of the Initial Harcourt Complex Assumption Fee.



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<PAGE>

     (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08,
Section 3.20(e) or Section 3.20(m), the Special Servicer, on behalf of the
Trustee, shall not agree or consent to any modification, extension, waiver or
amendment of any term of any Mortgage Loan that would:

          (i) affect the amount or timing of any scheduled payment of principal,
     interest or other amount (including Prepayment Premiums, Yield Maintenance
     Charges or Excess Defeasance Deposit Proceeds, but excluding Default
     Interest and other amounts payable as additional servicing compensation)
     payable thereunder;

          (ii) affect the obligation of the related Mortgagor to pay a
     Prepayment Premium, Yield Maintenance Charge or Excess Defeasance Deposit
     Proceeds, or effectuate the waiver of any prepayment restriction thereunder
     or permit a Principal Prepayment during any period in which the related
     Mortgage Note prohibits Principal Prepayments;

          (iii) except as expressly contemplated by the related Mortgage or
     pursuant to Section 3.09(d), result in a release of the lien of the
     Mortgage on any material portion of the related Mortgaged Property without
     a corresponding Principal Prepayment in an amount not less than the fair
     market value (as determined by an appraisal by an Independent Appraiser
     delivered to the Special Servicer at the expense of the related Mortgagor
     and upon which the Special Servicer may conclusively rely) of the property
     to be released;

          (iv) in the reasonable, good faith judgment of the Special Servicer,
     otherwise materially impair the security for such Mortgage Loan or reduce
     the likelihood of timely payment of amounts due thereon; or

          (v) affect the obligation of the Mortgagor under the Harcourt Complex
     Mortgage Loan to pay the Initial Harcourt Complex Assumption Fee.

     (e) Notwithstanding Section 3.20(d), but subject to Section 6.11 and the
second and third paragraphs of this Section 3.20(e), the Special Servicer may
(i) reduce the amounts owing under any Specially Serviced Mortgage Loan by
forgiving principal, accrued interest, Additional Interest or any Prepayment
Premium or Yield Maintenance Charge, (ii) reduce the amount of the Monthly
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note, Mortgage or other loan document relating to a
Specially Serviced Mortgage Loan, (iv) accept a Principal Prepayment on any
Specially Serviced Mortgage Loan during any Lockout Period, (v) waive, modify or
amend any term of the Harcourt Complex Mortgage Loan (while it is a Specially
Serviced Mortgage Loan) to affect the payment of the Initial Harcourt Complex
Assumption Fee, or (v) extend the maturity of any Specially Serviced Mortgage
Loan; provided that, except as otherwise contemplated by Section 3.20(l) in
connection with accepting Principal Prepayments during a Lockout Period, (A) the
related Mortgagor is in monetary default or material non-monetary default with
respect to such Specially Serviced Mortgage Loan or, in the reasonable, good
faith judgment of the Special Servicer, such default is reasonably foreseeable,
(B) in the reasonable, good faith judgment of the Special Servicer, such
modification, extension, waiver or amendment would increase the recovery on such
Specially Serviced Mortgage Loan to Certificateholders (as a collective whole),
on a present value basis (the relevant discounting of anticipated collections
that will be distributable to the Certificateholders, to be performed at the
related Mortgage Rate), and (C) such modification, extension, waiver or
amendment would not



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<PAGE>

cause an Adverse REMIC Event in respect of any REMIC Pool or an Adverse Grantor
Trust Event with respect to the Grantor Trust.

     In no event shall the Special Servicer: (i) extend the maturity date of a
Mortgage Loan beyond the date that is two years prior to the last Rated Final
Distribution Date; (ii) extend the maturity date of any Mortgage Loan for more
than five years beyond its Stated Maturity Date; or (iii) if the Mortgage Loan
is secured solely or primarily by a Mortgage on the leasehold interest under a
Ground Lease (but not the related fee interest), extend the maturity date of
such Mortgage Loan beyond the date which is 20 years (or, to the extent
consistent with the Servicing Standard, giving due consideration to the
remaining term of the Ground Lease, 10 years) prior to the expiration of the
term of such Ground Lease.

     The determination of the Special Servicer contemplated by clause (B) of the
proviso to the first paragraph of this Section 3.20(e) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall attach to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

     (f) Notwithstanding anything to the contrary in this Agreement, none of the
Trustee, the Master Servicer or the Special Servicer, as applicable, shall give
any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures a Mortgage Loan
that has an unpaid principal balance that is at least equal to the lesser of
$20,000,000 and 2% of the then aggregate principal balance of the Mortgage Pool,
unless: (1) the mortgagee is not given discretion under the terms of the related
Mortgage Loan; or (2) it has received prior written confirmation from each
Rating Agency that such action will not result in an Adverse Rating Event.

     Any party hereto seeking Rating Agency confirmation with respect to the
matters described above shall deliver a Review Package to such Rating Agency.

     (g) Any payment of interest that is deferred pursuant to any modification,
extension, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance or Stated Principal Balance of the related
Mortgage Loan, notwithstanding that the terms of such modification, extension,
waiver or amendment so permit. The foregoing shall in no way limit the Special
Servicer's ability to charge and collect from the Mortgagor costs otherwise
collectible under the terms of the related Mortgage Note.

     (h) The Special Servicer or Master Servicer may, as a condition to granting
any request by a Mortgagor for consent, modification, extension, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, and (ii) any related costs
and expenses incurred by it. Any such fee that is to be shared by the Master
Servicer and the Special Servicer may not be waived or reduced by either such
party without the consent of the other party. In no



                                     -145-
<PAGE>

event shall the Special Servicer or Master Servicer be entitled to payment for
such fees or expenses unless such payment is collected from the related
Mortgagor.

     (i) The Special Servicer and Master Servicer shall each notify the other,
any related Sub-Servicers and the Trustee, in writing, of any modification,
extension, waiver or amendment of any term of any Mortgage Loan (including fees
charged the Mortgagor) agreed to by it and the date thereof, and shall deliver
to the Trustee or any related Custodian for deposit in the related Mortgage File
(with a copy to be delivered to or retained by, as applicable, the Master
Servicer), an executed counterpart of the agreement relating to such
modification, extension, waiver or amendment promptly following execution and
delivery thereof, to be followed by an original recorded counterpart promptly
following the recordation (and receipt) thereof.

     (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Mortgage Loan, whether pursuant to
Section 3.02(a) or this Section 3.20, the respective amounts of additional
servicing compensation payable to the Master Servicer and the Special Servicer
as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

     (k) Except as otherwise expressly provided in Section 3.20(l), if, with
respect to any Mortgage Loan (1) under which the lender can require defeasance
in lieu of prepayment, or (2) that permits defeasance, the Master Servicer shall
receive a notice from the related Mortgagor that it intends to prepay or
defease, as applicable, such Mortgage Loan in accordance with the terms thereof,
then the Master Servicer shall, subject to the next paragraph and the related
loan documents, (i) only in the case of a Mortgage Loan under clause (1) above,
promptly respond to such notice in a manner which would require that the
Mortgagor pledge Defeasance Collateral in lieu of such prepayment pursuant to
the terms of the related Mortgage Note, and (ii) notify each Rating Agency, the
Trustee, the Underwriters and the Special Servicer of the intent to defease such
Mortgage Loan, and (iii) upon the written confirmation from each Rating Agency
(which confirmation shall not be required from (A) S&P in the case of a Mortgage
Loan with an unpaid principal balance less than or equal to $20,000,000 or that
constitutes less than 5% of the aggregate unpaid principal balance of the
Mortgage Pool (whichever is less), or in the case of a Mortgage Loan that is not
then one of the ten largest (measured by unpaid principal balance) Mortgage
Loans in the Mortgage Pool, provided the Master Servicer delivers to S&P a
certification in the form attached hereto as Exhibit M (a "Defeasance
Certificate"), or (B) Fitch in the case of any Mortgage Loan that is not then
one of the ten largest (measured by unpaid principal balance) Mortgage Loans in
the Mortgage Pool or that is not then one of the ten largest groups (measured by
aggregate unpaid principal balance) of Mortgage Loans with related Mortgagors,
provided the Master Servicer delivers to Fitch a Defeasance Certificate;
provided that, in the case of (A) or (B) above, such written confirmation shall
not be required from S&P and/or Fitch (provided the Master Servicer delivers a
Defeasance Certificate to the applicable Rating Agency), as applicable, in the
event the subject Mortgage Loan complies with the then current applicable
guidelines set forth by such Rating Agency, or the unpaid principal balance of
such Mortgage Loan, the percentage such Mortgage Loan constitutes of the
Mortgage Pool or the relative size of such Mortgage Loan with respect to the
Mortgage Pool, as applicable, does not exceed the current applicable threshold
for review as set forth by such Rating Agency) that the acceptance of a pledge
of the Defeasance Collateral (or, in the case of a Mortgage Loan under clause
(1) above, that the acceptance of a pledge of the Defeasance Collateral in lieu
of a full prepayment) will not result in an Adverse Rating Event, take such
further action as provided in such



                                     -146-
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Mortgage Note to effectuate such defeasance, including the purchase and
perfection of the Defeasance Collateral on behalf of the Trustee (as mortgagee
of record on behalf of the Certificateholders).

     Notwithstanding the foregoing, but subject to the related loan documents,
the Master Servicer shall not permit a pledge of Defeasance Collateral under a
Defeasance Mortgage Loan if (i) such defeasance would occur within two years of
the Startup Day, (ii) if the defeasance collateral shall not be Government
Securities; (iii) such Defeasance Mortgage Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
shall be liable for any shortfalls from such Defeasance Collateral or otherwise
be subject to recourse liability with respect to the Defeasance Mortgage Loan
(except for any liability that, pursuant to the terms of the related loan
documents, survives such defeasance), (iv) all costs to be incurred in
connection with such defeasance (including Rating Agency fees, accountants' fees
and costs incurred in connection with any required opinions of counsel) would
not be paid by the related Mortgagor, or (v) unless such confirmation is not
required pursuant to the first paragraph of this Section 3.20(k), either Rating
Agency does not confirm in writing to the Master Servicer that the acceptance of
a pledge of the Defeasance Collateral (in lieu of a full prepayment, if
applicable) will not result in an Adverse Rating Event.

     All expenses related to the defeasance of a Defeasance Mortgage Loan shall
be charged to the related Mortgagor or other responsible party.

     (l) If the Master Servicer receives notice from the Mortgagor under any
Early Defeasance Mortgage Loan that such Mortgagor intends to defease such Early
Defeasance Mortgage Loan, in whole or in part, on or before the second
anniversary of the Closing Date, then promptly after receipt of such notice the
Master Servicer shall calculate or cause to be calculated the amount required to
be tendered by such Mortgagor to defease such Early Defeasance Mortgage Loan. If
(i) the defeasance is to be in full and the amount required to be tendered by
the Mortgagor to defease the subject Early Defeasance Mortgage Loan (in
accordance with the related loan documents) is less than an amount equal to the
Purchase Price (calculated as if the subject Mortgage Loan was to be repurchased
pursuant to or as otherwise contemplated by Section 2.03(a) as of the date such
defeasance is scheduled to occur), or (ii) the defeasance is to be in part, or
(iii) the defeasance is to be in full and the related Mortgagor is to tender
Defeasance Collateral or such other collateral as is permitted in connection
with a defeasance under the related loan documents that does not constitute a
cash amount equal to or greater than the Purchase Price set forth in clause (i)
above, then the Master Servicer shall promptly notify the Depositor (if such
Early Defeasance Mortgage Loan is a Lehman Mortgage Loan) or the UBS Mortgage
Loan Seller (if such Early Defeasance Mortgage Loan is a UBS Mortgage Loan), and
upon deposit by the related Mortgagor of cash sufficient to purchase the
Defeasance Collateral contemplated by the related loan documents and pursuant to
Section 2.03(d) (if applicable), the Depositor (if such Early Defeasance
Mortgage Loan is a Lehman Mortgage Loan) or the UBS Mortgage Loan Seller (if
such Early Defeasance Mortgage Loan is a UBS Mortgage Loan) shall be required to
repurchase such Early Defeasance Mortgage Loan on or before the proposed date on
which such Early Defeasance Mortgage Loan will be defeased. The Master Servicer
shall use reasonable efforts to require the Depositor or the UBS Mortgage Loan
Seller, as applicable, to make any such required repurchase described above. If
the defeasance is to be in full and the amount required to be tendered by the
Mortgagor to defease the Early Defeasance Mortgage Loan is equal to or exceeds
an amount equal to the Purchase Price (as calculated as of the date such
purchase be made), then the Master Servicer shall, notwithstanding the related
loan documents, (i) treat the amount tendered by such Mortgagor to defease the
Mortgage Loan as a prepayment in full of such Early Defeasance Mortgage Loan by
the related Mortgagor on the related



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<PAGE>

Due Date coinciding with or next succeeding the defeasance date (and any Excess
Defeasance Deposit Proceeds shall be allocated among and paid to the
Certificateholders in accordance with Section 4.01, with any Excess Defeasance
Deposit Proceeds to constitute, and be treated in the same manner as a payment
of any other type of, Prepayment Consideration), (ii) deposit in the Custodial
Account the amount tendered by such Mortgagor to defease the Mortgage Loan,
(iii) mark the Mortgage Note "cancelled" and return it to such Mortgagor, and
(iv) take such other and further action, including the release of the Mortgage
with respect to the related Mortgaged Property, consistent with the prepayment
in full of such Mortgage Loan. The Master Servicer shall promptly notify the
Depositor and/or the UBS Mortgage Loan Seller, as applicable, of the foregoing.

     (m) With respect to any ARD Mortgage Loan after its Anticipated Repayment
Date, the Master Servicer shall be permitted, subject to obtaining the Special
Servicer's consent, to waive (such waiver to be in writing addressed to the
related Mortgagor, with a copy to the Trustee) all or any portion of the accrued
Additional Interest on such ARD Mortgage Loan if (i) such ARD Mortgage Loan is
not a Specially Serviced Mortgage Loan (on which the Special Servicer may waive
accrued Additional Interest pursuant to Section 3.20(e)), (ii) prior to the
related maturity date, the related Mortgagor has requested the right to prepay
such ARD Mortgage Loan in full together with all payments required under such
ARD Mortgage Loan in connection with such prepayment (except for all or a
portion of such accrued Additional Interest), and (iii) the Master Servicer has
determined, in its reasonable, good faith judgment, that the waiver of the
Trust's right to receive such accrued Additional Interest is reasonably likely
to produce a greater payment to Certificateholders (as a collective whole) on a
present value basis (the relevant discounting of anticipated collections that
will be distributable to Certificateholders to be performed at the related
Mortgage Rate) than a refusal to waive the right to such Additional Interest.
The Master Servicer shall have no liability to the Trust, the Certificateholders
or any other Person so long as such determination is exercised in accordance
with the Servicing Standard.

     SECTION 3.21. Transfer of Servicing Between Master Servicer and Special
                   Servicer; Record Keeping.

     (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan that had otherwise been a Performing Mortgage Loan,
and if the Master Servicer is not also the Special Servicer, the Master Servicer
shall immediately give notice thereof (or, if applicable, the Special Servicer
shall immediately give notice thereof to the Master Servicer), and the Master
Servicer shall deliver a copy of the related Servicing File, to the Special
Servicer and shall use reasonable efforts to provide the Special Servicer with
all information, documents (or copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to such Mortgage Loan, either in the Master Servicer's or any of its directors',
officers', employees', affiliates' or agents' possession or control or otherwise
available to the Master Servicer without undue burden or expense, and reasonably
requested by the Special Servicer to enable it to assume its functions hereunder
with respect thereto without acting through a Sub-Servicer. The Master Servicer
shall use reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event (or of
notice of the occurrence of such Servicing Transfer Event, if applicable);
provided, however, that if the information, documents and records requested by
the Special Servicer are not contained in the Servicing File, the Master
Servicer shall have such period of time as reasonably necessary to make such
delivery. The Special Servicer may conclusively rely on the Master Servicer's
determination (and the Master Servicer may conclusively rely on the Special
Servicer's determination, as applicable) that a Servicing Transfer Event has
occurred



                                     -148-
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giving rise to a Mortgage Loan's becoming a Specially Serviced Mortgage Loan.
The Special Servicer shall not be liable or in default hereunder for any
reasonable act or failure to act because of or arising out of the Master
Servicer's failure to deliver information, documents or records with respect to
any Specially Serviced Mortgage Loan in accordance with the requirements hereof.

     Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five Business Days of such occurrence return the related Servicing File,
together with any and all new information, documents and records relating to the
subject Mortgage Loan that were not part of the Servicing File when it was
delivered to the Special Servicer, to the Master Servicer (or such other Person
as may be directed by the Master Servicer) and upon giving such notice, and
returning such Servicing File, to the Master Servicer (or such other Person as
may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

     Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer
and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

     (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

     (c) Upon request (and to the extent not otherwise already provided by the
Special Servicer pursuant to its reporting obligations hereunder), the Special
Servicer shall deliver to the Master Servicer, the Trustee and each Rating
Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described
in clauses (vi) through (xv) of Section 4.02(a) (with respect to information set
forth in such clauses related to prior Distribution Dates and/or periods, the
Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Mortgage Loan during the
related Collection Period, and the amount of Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized



                                     -149-
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Loss incurred, with respect to each REO Property during the related Collection
Period, (3) the amount, purpose and date of all Servicing Advances made by the
Special Servicer with respect to each Specially Serviced Mortgage Loan and REO
Property during the related Collection Period, (4) in writing, a brief narrative
summary of the status of each Specially Serviced Mortgage Loan and (5) such
additional information relating to the Specially Serviced Mortgage Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and REO Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

     SECTION 3.22. Sub-Servicing Agreements.

     (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided that in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and, with the exception of Sections
7.01(a)(x), (xi) and (xii), provides for events of default with respect to the
Sub-Servicer substantially the same as those set forth in Section 7.01 (modified
as necessary to apply to the Sub-Servicer's obligations under the Sub-Servicing
Agreement); (ii) provides that if the Master Servicer or the Special Servicer,
as the case may be, shall for any reason no longer act in such capacity
hereunder (including by reason of an Event of Default), the Trustee or its
designee may thereupon assume all of the rights and, except to the extent they
arose prior to the date of assumption, obligations of the Master Servicer or the
Special Servicer, as the case may be, under such agreement or may terminate such
sub-servicing agreement without cause and without payment of any penalty or
termination fee (provided, however, that those Sub-Servicing Agreements in
effect as of the Closing Date (or, if being negotiated as of the Closing Date,
in effect within 90 days thereafter) may only be terminated by the Trustee or
its designee as contemplated by Section 3.22(d) hereof and in such additional
manner as is provided in such Sub-Servicing Agreement); (iii) provides that the
Trustee, for the benefit of the Certificateholders, shall each be a third party
beneficiary under such agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trustee, the Trust, any successor Master
Servicer or the Special Servicer, as the case may be, or any Certificateholder
shall have any duties under such agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to
terminate such agreement with respect to such purchased Mortgage Loan at its
option and without penalty; (v) does not permit the Sub-Servicer to enter into
or consent to any modification, extension, waiver or amendment or otherwise take
any action on behalf of the Master Servicer or the Special Servicer contemplated
by Section 3.08, Section 3.09 and Section 3.20 hereof without the consent of the
Master Servicer or Special Servicer, as the case may be; and (vi) does not
permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund. In addition, each Sub-Servicing
Agreement entered into by the Master Servicer (including any with an effective
date on or before the Closing Date) shall provide that such agreement shall,
with respect to any Mortgage Loan serviced thereunder, terminate at the time
such Mortgage Loan becomes a Specially Serviced Mortgage Loan (or,
alternatively, be subject to the Special Servicer's rights to service such
Mortgage Loan for so long as such Mortgage Loan continues to be a Specially
Serviced Mortgage Loan), and each Sub-Servicing Agreement entered into by the
Special Servicer shall relate only to



                                     -150-
<PAGE>

Specially Serviced Mortgage Loans and shall terminate with respect to any such
Mortgage Loan which ceases to be a Specially Serviced Mortgage Loan. The Master
Servicer and the Special Servicer each shall deliver to the Trustee and each
other copies of all Sub-Servicing Agreements, as well as any amendments thereto
and modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. References in this Agreement to actions taken or to
be taken by the Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer to satisfy the obligations of the Master Servicer or the
Special Servicer hereunder to make P&I Advances or Servicing Advances shall be
deemed to have been advanced by the Master Servicer or the Special Servicer, as
the case may be, out of its own funds and, accordingly, such P&I Advances or
Servicing Advances shall be recoverable by such Sub-Servicer in the same manner
and out of the same funds as if such Sub-Servicer were the Master Servicer or
the Special Servicer, as the case may be. For so long as they are outstanding,
Advances shall accrue interest in accordance with Sections 3.11(g) and 4.03(d),
such interest to be allocable between the Master Servicer or the Special
Servicer, as the case may be, and such Sub-Servicer as they may agree. For
purposes of this Agreement, the Master Servicer and the Special Servicer each
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer and the Special Servicer each shall
notify the other, the Trustee, the Depositor and the Controlling Class
Certificateholders in writing promptly of the appointment by it of any
Sub-Servicer.

     (b) Each Sub-Servicer (i) shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law, and (ii) except for
any Sub-Servicer that is servicing any of the Mortgage Loans on the Closing
Date, shall be an approved conventional seller/servicer of mortgage loans for
FHLMC or Fannie Mae or a HUD-Approved Servicer.

     (c) The Master Servicer and the Special Servicer, for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust Fund) monitor the performance and enforce the
obligations of their respective Sub-Servicers under the related Sub-Servicing
Agreements. Such enforcement, including the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Master Servicer or the
Special Servicer, as applicable, in its good faith business judgment, would
require were it the owner of the subject Mortgage Loans.

     (d) In the event of the resignation, removal or other termination of the
Master Servicer or any successor Master Servicer hereunder for any reason, the
Trustee or other Person succeeding such resigning, removed or terminated party
as Master Servicer, shall elect, with respect to any Sub-Servicing Agreement in
effect as of the Closing Date (or, if being negotiated as of the Closing Date,
in effect within 90 days thereafter) that still exists at the time of such
termination: (i) to assume the rights and obligations of the Master Servicer
under such Sub-Servicing Agreement and continue the sub-servicing arrangements
thereunder on the same terms (including the obligation to pay the same
sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer on such terms as the Trustee or other successor Master Servicer and
such Sub-Servicer shall mutually agree (it being understood that such
Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer), provided that neither the Trustee nor any successor
Master Servicer shall enter into a new Sub-Servicing



                                     -151-
<PAGE>

Agreement with a Sub-Servicer that was a party to a Sub-Servicing Agreement as
of the Closing Date, if such new Sub-Servicing Agreement amends, alters or fails
to restate any rights of any Underwriter or Mortgage Loan Seller under the
existing Sub-Servicing Agreement with respect to the termination of the
Sub-Servicer and the appointment of a successor thereto or any rights of any
Underwriter or Mortgage Loan Seller as a third party beneficiary under such
Sub-Servicing Agreement, unless the successor Master Servicer has obtained the
prior written consent to the terms of such new Sub-Servicing Agreement from such
Underwriter or Mortgage Loan Seller, as the case may be; or (iii) to terminate
the Sub-Servicing Agreement if (but only if) an Event of Default (as defined in
such Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

     The Sub-Servicers as to which Sub-Servicing Agreements are in effect or
being negotiated as of the Closing Date are listed on Exhibit K hereto.

     (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the performance of their respective obligations and
duties under this Agreement in accordance with the provisions hereof to the same
extent and under the same terms and conditions as if each alone were servicing
and administering the Mortgage Loans and/or REO Properties for which it is
responsible.

     (f) Notwithstanding anything to the contrary set forth in this Agreement,
neither CIGNA Investment Group, Inc. nor any of its Affiliates shall perform any
servicing functions with respect to the Mortgage Loans in any capacity,
including, but not limited to, as successor Master Servicer, successor Special
Servicer or Sub-Servicer.

     SECTION 3.23. Representations and Warranties of the Master Servicer.

     (a) The Master Servicer, in such capacity, hereby represents, warrants and
covenants to the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:

          (i) The Master Servicer is a national banking association, duly
     organized under the laws of the United States, and the Master Servicer is
     in compliance with the laws of each state in which any Mortgaged Property
     is located to the extent necessary to perform its obligations under this
     Agreement.

          (ii) The execution and delivery of this Agreement by the Master
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Master Servicer, will not violate the Master Servicer's
     organizational documents or 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 agreement or other material
     instrument to which it is a party or which is applicable to it or any of
     its assets.

          (iii) The Master Servicer has the full power and authority to enter
     into and consummate all transactions contemplated by this Agreement, has
     duly authorized the execution, delivery and performance of this Agreement,
     and has duly executed and delivered this Agreement.



                                     -152-
<PAGE>

          (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Master Servicer, enforceable against the
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, receivership, insolvency, reorganization, moratorium
     and other laws affecting the enforcement of creditors' (including bank
     creditors') rights generally, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

          (v) The Master Servicer is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in the Master Servicer's good faith and reasonable judgment, is
     likely to affect materially and adversely either the ability of the Master
     Servicer to perform its obligations under this Agreement or the financial
     condition of the Master Servicer.

          (vi) No litigation is pending or, to the best of the Master Servicer's
     knowledge, threatened, against the Master Servicer, the outcome of which,
     in the Master Servicer's good faith and reasonable judgment, could
     reasonably be expected to prohibit the Master Servicer from entering into
     this Agreement or materially and adversely affect the ability of the Master
     Servicer to perform its obligations under this Agreement.

          (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required under federal or state law for the
     execution, delivery and performance by the Master Servicer of or compliance
     by the Master Servicer with this Agreement or the consummation of the
     transactions contemplated by this Agreement has been obtained and is
     effective except where the lack of consent, approval, authorization or
     order would not have a material adverse effect on the performance by the
     Master Servicer under this Agreement.

          (viii) The Master Servicer possesses all insurance required pursuant
     to Section 3.07(c) of this Agreement.

          (ix) The Master Servicer has reviewed all Sub-Servicing Agreements in
     effect as of the Closing Date and will review all Sub-Servicing Agreements
     entered into by it after the Closing Date.

     (b) The representations and warranties of the Master Servicer set forth in
Section 3.23(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

     (c) Any successor Master Servicer shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 3.23(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 3.23(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.



                                     -153-
<PAGE>

     SECTION 3.24. Representations and Warranties of the Special Servicer.

     (a) The Special Servicer, in such capacity, hereby represents, warrants and
covenants to the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:

          (i) The Special Servicer is a corporation validly existing and in good
     standing under the laws of the State of Florida, and the Special Servicer
     is in compliance with the laws of each state in which any Mortgaged
     Property is located to the extent necessary to perform its obligations
     under this Agreement.

          (ii) The execution and delivery of this Agreement by the Special
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Special Servicer, will not violate the Special Servicer's
     organizational documents or 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 agreement or other material
     instrument to which it is a party or which is applicable to it or any of
     its assets.

          (iii) The Special Servicer has the full power and authority to enter
     into and consummate all transactions contemplated by this Agreement, has
     duly authorized the execution, delivery and performance of this Agreement,
     and has duly executed and delivered this Agreement.

          (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Special Servicer, enforceable against the
     Special Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, moratorium and other
     laws affecting the enforcement of creditors' rights generally, and (B)
     general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

          (v) The Special Servicer is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in the Special Servicer's good faith and reasonable judgment, is
     likely to affect materially and adversely either the ability of the Special
     Servicer to perform its obligations under this Agreement or the financial
     condition of the Special Servicer.

          (vi) No litigation is pending or, to the best of the Special
     Servicer's knowledge, threatened, against the Special Servicer, the outcome
     of which, in the Special Servicer's good faith and reasonable judgment,
     could reasonably be expected to prohibit the Special Servicer from entering
     into this Agreement or materially and adversely affect the ability of the
     Special Servicer to perform its obligations under this Agreement.

          (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required under federal or state law for the
     execution, delivery and performance by the Special Servicer of or
     compliance by the Special Servicer with this Agreement or the consummation
     of the transactions contemplated by this Agreement has been obtained and is
     effective except where the lack of consent, approval, authorization or
     order



                                     -154-
<PAGE>

     would not have a material adverse effect on the performance by the Special
     Servicer under this Agreement.

          (viii) The Special Servicer possesses all insurance required pursuant
     to Section 3.07(c) of this Agreement.

     (b) The representations and warranties of the Special Servicer set forth in
Section 3.24(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

     (c) Any successor Special Servicer shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 3.24(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 3.24(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

     SECTION 3.25. Application of Default Charges.

     (a) Any and all Default Charges that are actually collected with respect to
any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool during any
Collection Period, shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:

     first, to pay to the Fiscal Agent, the Trustee, the Master Servicer or the
Special Servicer, in that order, any interest due and owing to such party on any
outstanding Advances made thereby with respect to any Mortgage Loan or REO
Mortgage Loan in the Mortgage Pool and reimbursed in the related Collection
Period;

     second, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to any
Mortgage Loan or REO Mortgage Loan in the Mortgage Pool and that, if paid from a
source other than such Default Charges, would constitute Additional Trust Fund
Expenses;

     third, to reimburse the Trust for any interest on Advances paid to the
Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer in the
preceding twelve months with respect to any Mortgage Loan or REO Mortgage Loan
in the Mortgage Pool, which payment was made from a source other than Default
Charges and not previously reimbursed under this clause third;

     fourth, to reimburse the Trust for any other Additional Trust Fund Expenses
(exclusive of Special Servicing Fees, Liquidation Fees and Workout Fees) paid in
the preceding twelve months with respect to any Mortgage Loan or REO Mortgage
Loan in the Mortgage Pool, which payment was made from a source other than
Default Charges and not previously reimbursed under this clause fourth; and

     fifth, to pay any remaining portion of such Default Charges (such remaining
portion, "Net Default Charges") as additional master servicing compensation to
the Master Servicer, to the extent received, if they were accrued in respect of
a Performing Mortgage Loan, or as additional special



                                     -155-
<PAGE>

servicing compensation to the Special Servicer, to the extent received, if they
were accrued in respect of a Specially Serviced Mortgage Loan or an REO Mortgage
Loan, in each case pursuant to Section 3.11.

     (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a), are intended to be part of the amounts to be
delivered by the Master Servicer to the Trustee pursuant to the first paragraph
of Section 3.04(b) on or before the Master Servicer Remittance Date next
following the Collection Period during which they were received, for deposit in
the Collection Account, subject to application pursuant to Section 3.05(a) for
any items payable out of general collections on the Mortgage Loans and any REO
Properties. Default Charges applied to pay outstanding interest on Advances to
any particular party pursuant to clause first of subsection (a) shall be applied
to pay such party such interest on Advances in such manner that the interest
that accrued first and has been outstanding the longest shall be paid first.
Default Charges applied to pay outstanding expenses pursuant to clause second of
subsection (a) shall be applied to pay such expenses in the chronological order
in which they were incurred. Default Charges applied to reimburse the Trust
pursuant to clauses third and fourth of subsection (a) shall be deemed to offset
either interest paid on Advances or other Additional Trust Fund Expenses,
depending on which clause is applicable, in the chronological order in which
they were made or incurred, as applicable (whereupon such interest paid on
Advances or such other Additional Trust Fund Expenses, depending on which clause
is applicable, shall thereafter be deemed to have been paid out of Default
Charges).



                                     -156-
<PAGE>

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

     SECTION 4.01. Distributions.

     (a) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based upon information provided by the Master Servicer and the
Special Servicer, withdraw from the Collection Account and apply the Available
Distribution Amount for such Distribution Date to make the following
distributions in respect of the Senior Certificates, in the following order of
priority, in each case to the extent of remaining available funds:

     first, concurrently, (i) from the Loan Group No. 1 Available Distribution
Amount, distributions of interest to the Holders of the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates, up to an amount equal to, and pro rata as
among such Classes in accordance with, all Distributable Certificate Interest in
respect of each such Class of Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates, if any, (ii)
from the Loan Group No. 2 Available Distribution Amount, distributions of
interest to the Holders of the Class A-1b Certificates, up to an amount equal to
all Distributable Certificate Interest in respect of such Class of Certificates
for such Distribution Date and, to the extent not previously paid, for all prior
distribution dates, if any, and (iii) from the Loan Group No. 1 Available
Distribution Amount and/or the Loan Group No. 2 Available Distribution Amount,
distributions of interest to the Holders of the Class X-CL and Class X-CP
Certificates, up to an amount equal to, and pro rata as between such Classes in
accordance with, all Distributable Certificate Interest in respect of each such
Class of Certificates for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates, if any; provided, however,
that if the Loan Group No. 1 Available Distribution Amount and/or the Loan Group
No. 2 Available Distribution Amount is insufficient to pay in full the total
amount of Distributable Certificate Interest, as provided above, payable in
respect of any Class of Senior Certificates on such Distribution Date, then the
entire Available Distribution Amount shall be applied to make distributions of
interest to the Holders of the respective Classes of the Senior Certificates, up
to an amount equal to, and pro rata as among such Classes in accordance with,
all Distributable Certificate Interest in respect of each such Class of
Certificates for such Distribution Date and, to the extent not previously paid,
for all prior Distribution Dates, if any;

     second, to make distributions of principal to the Holders of the respective
Classes of the Class A Certificates, in the following amounts and order of
priority:

          (i) to the Holders of the Class A-1b Certificates, up to an amount
     (not to exceed the Class Principal Balance of such Class of Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Loan Group No. 2 Principal Distribution Amount for such Distribution
     Date;

          (ii) to the Holders of the Class A-1 Certificates, up to an amount
     (not to exceed the Class Principal Balance of the Class A-1 Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of the
     Class A-1b Certificates pursuant to subclause (i) of this clause second);



                                     -157-
<PAGE>

          (iii) to the Holders of the Class A-2 Certificates, up to an amount
     (not to exceed the Class Principal Balance of the Class A-2 Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of any
     other Class of Class A Certificates pursuant to a prior subclause of this
     clause second);

          (iv) to the Holders of the Class A-3 Certificates, up to an amount
     (not to exceed the Class Principal Balance of the Class A-3 Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of any
     other Class of Class A Certificates pursuant to a prior subclause of this
     clause second);

          (v) to the Holders of the Class A-4 Certificates, up to an amount (not
     to exceed the Class Principal Balance of the Class A-4 Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of any
     other Class of Class A Certificates pursuant to a prior subclause of this
     clause second); and

          (vi) to the Holders of the Class A-1b Certificates, up to an amount
     (not to exceed the Class Principal Balance of the Class A-1b Certificates
     outstanding immediately prior to such Distribution Date, net of any
     distributions of principal made with respect to the Class A-1b Certificates
     on such Distribution Date pursuant to subclause (i) of this clause second),
     up to an amount equal to the entire Principal Distribution Amount for such
     Distribution Date (net of any portion thereof distributed on such
     Distribution Date to the Holders of the Class A-1b Certificates pursuant to
     subclause (i) of this clause second and/or to the Holders of any other
     Class of Class A Certificates pursuant to any of subclauses (ii) through
     (v) of this clause second);

     provided, however, that, notwithstanding the immediately preceding clauses
     (i) through (vi), on each Distribution Date coinciding with or following
     the Class A Principal Distribution Cross-Over Date, but prior to the Final
     Distribution Date, the Trustee shall make distributions of principal to the
     Holders of the respective Classes of the Class A Certificates, on a pro
     rata basis, in accordance with the respective Class Principal Balances of
     those Classes outstanding immediately prior to such Distribution Date,
     until the Class Principal Balance of each such Class has been reduced to
     zero, in an aggregate amount equal to the entire Principal Distribution
     Amount for such Distribution Date; and

     third, the Trustee shall make distributions to the Holders of the
respective Classes of the Class A Certificates, up to an amount equal to, pro
rata as among such Classes of Certificateholders in accordance with, and in
reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if
any, previously allocated to each such Class of Certificates pursuant to Section
4.04(a) and not previously reimbursed.

     All distributions of interest made in respect of any Class of Interest Only
Certificates on any Distribution Date as provided above shall be made, and
deemed to have been made, in respect of the various REMIC III Components of such
Class of Interest Only Certificates, pro rata in accordance with the respective
amounts of Distributable Component Interest in respect of such REMIC III
Components



                                     -158-
<PAGE>

for such Distribution Date and, to the extent not previously deemed paid
pursuant to this paragraph, for all prior Distribution Dates, if any.

     (b) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer and the
Special Servicer, withdraw from the Collection Account and apply the Subordinate
Available Distribution Amount for such Distribution Date, for the following
purposes and in the following order of priority, in each case to the extent of
remaining available funds:

          (i) to make distributions of interest to the Holders of the Class B
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (ii) after the Class Principal Balances of the Class A Certificates
     have been reduced to zero, to make distributions of principal to the
     Holders of the Class B Certificates, up to an amount (not to exceed the
     Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Principal
     Distribution Amount for such Distribution Date (net of any portion thereof
     distributed on such Distribution Date to the Holders of the Class A
     Certificates pursuant to Section 4.01(a) above);

          (iii) to make distributions to the Holders of the Class B
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (iv) to make distributions of interest to the Holders of the Class C
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (v) after the Class Principal Balance of the Class B Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class C Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (vi) to make distributions to the Holders of the Class C Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (vii) to make distributions of interest to the Holders of the Class D
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;



                                     -159-

<PAGE>

          (viii) after the Class Principal Balance of the Class C Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class D Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (ix) to make distributions to the Holders of the Class D Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (x) to make distributions of interest to the Holders of the Class E
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xi) after the Class Principal Balance of the Class D Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class E Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xii) to make distributions to the Holders of the Class E
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xiii) to make distributions of interest to the Holders of the Class F
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xiv) after the Class Principal Balance of the Class E Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class F Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xv) to make distributions to the Holders of the Class F Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;



                                     -160-
<PAGE>

          (xvi) to make distributions of interest to the Holders of the Class G
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xvii) after the Class Principal Balance of the Class F Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class G Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xviii) to make distributions to the Holders of the Class G
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xix) to make distributions of interest to the Holders of the Class H
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xx) after the Class Principal Balance of the Class G Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class H Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xxi) to make distributions to the Holders of the Class H
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xxii) to make distributions of interest to the Holders of the Class J
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xxiii) after the Class Principal Balance of the Class H Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class J Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));



                                     -161-
<PAGE>

          (xxiv) to make distributions to the Holders of the Class J
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xxv) to make distributions of interest to the Holders of the Class K
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xxvi) after the Class Principal Balance of the Class J Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class K Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xxvii) to make distributions to the Holders of the Class K
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xxviii) to make distributions of interest to the Holders of the Class
     L Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xxix) after the Class Principal Balance of the Class K Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class L Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xxx) to make distributions to the Holders of the Class L
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xxxi) to make distributions of interest to the Holders of the Class M
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xxxii) after the Class Principal Balance of the Class L Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class M Certificates, up



                                     -162-
<PAGE>

     to an amount (not to exceed the Class Principal Balance of such Class of
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Principal Distribution Amount for such Distribution Date (net
     of any portion thereof distributed on such Distribution Date to the Holders
     of any other Class of Principal Balance Certificates pursuant to Section
     4.01(a) above or pursuant to any prior clause of this Section 4.01(b));

          (xxxiii) to make distributions to the Holders of the Class M
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xxxiv) to make distributions of interest to the Holders of the Class
     N Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xxxv) after the Class Principal Balance of the Class M Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class N Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xxxvi) to make distributions to the Holders of the Class N
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xxxvii) to make distributions of interest to the Holders of the Class
     P Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xxxviii)after the Class Principal Balance of the Class N Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class P Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xxxix) to make distributions to the Holders of the Class P
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;



                                     -163-
<PAGE>

          (xl) to make distributions of interest to the Holders of the Class Q
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xli) after the Class Principal Balance of the Class P Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class Q Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xlii) to make distributions to the Holders of the Class Q
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xliii) to make distributions of interest to the Holders of the Class
     S Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xliv) after the Class Principal Balance of the Class Q Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class S Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (xlv) to make distributions to the Holders of the Class S
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xlvi) to make distributions of interest to the Holders of the Class T
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (xlvii) after the Class Principal Balance of the Class S Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class T Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));



                                     -164-
<PAGE>

          (xlviii) to make distributions to the Holders of the Class T
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (xlix) to make distributions of interest to the Holders of the Class U
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (l) after the Class Principal Balance of the Class T Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class U Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

          (li) to make distributions to the Holders of the Class U Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (lii) to make distributions to the Holders of the Class R-III
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC II Regular Interests on
     such Distribution Date pursuant to Section 4.01(j), over (B) the aggregate
     distributions made in respect of the Regular Interest Certificates on such
     Distribution Date pursuant to Section 4.01(a) above and/or pursuant to
     clauses (i) through (li) of this Section 4.01(b);

          (liii) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j);

          (liv) to make distributions to the Holders of the Class R-LR
     Certificates, up to an amount equal to the excess, if any, of (A) that
     portion of the Available Distribution Amount for such Distribution Date
     that is allocable to the Early Defeasance Mortgage Loans and/or any related
     REO Properties, over (B) the aggregate distributions (other than
     distributions of Net Prepayment Consideration) deemed made in respect of
     the Loan REMIC Regular Interests on such Distribution Date pursuant to
     Section 4.01(l); and

          (lv) to make distributions to the Holders of the Class R-I
     Certificates, up to an amount equal to the excess, if any, of (A) the
     Available Distribution Amount for such Distribution Date, over (B) the
     aggregate distributions made in respect of the other Classes of



                                     -165-
<PAGE>

     Certificates on such Distribution Date pursuant to Section 4.01(a) above
     and/or pursuant to clauses (i) through (liv) of this Section 4.01(b).

     (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount Received by the Trust with respect to any Mortgage
Loan or REO Mortgage Loan during the related Collection Period that represents
Net Prepayment Consideration and shall distribute such Net Prepayment
Consideration to the Holders of the respective Classes of Principal Balance
Certificates (other than any Excluded Class) that are entitled to distributions
of principal on such Distribution Date, pursuant to Section 4.01(a) or Section
4.01(b), with respect to the Loan Group that includes the prepaid Mortgage Loan
or REO Mortgage Loan, up to an amount equal to, and pro rata based on, the
respective Prepayment Consideration Entitlements for such Classes of
Certificates for such Distribution Date in connection with such Net Prepayment
Consideration.

     For purposes of the foregoing, to the extent that payments of principal on
any Class of Principal Balance Certificates could be made from principal amounts
allocable to Loan Group No. 1 or principal amounts allocable to Loan Group No.
2, the Trustee shall assume that those payments of principal on that Class of
Principal Balance Certificates are made from amounts allocable to each Loan
Group, on a pro rata basis in accordance with the respective amounts allocable
to each Loan Group that were available for payment on that Class.

     Any Net Prepayment Consideration not otherwise distributed in respect of
the Principal Balance Certificates pursuant to the foregoing paragraph of this
Section 4.01(c) shall be distributed to the Holders of the Class X-CL
Certificates. Any Net Prepayment Consideration distributed in respect of the
Class X-CL Certificates on any Distribution Date shall be deemed to have been
distributed in respect of the respective REMIC III Components of the Class X-CL
Certificates, on a pro rata basis in accordance with the respective amounts by
which the Component Notional Amounts of such REMIC III Components were reduced
on such Distribution Date by deemed distributions of principal pursuant to
Section 4.01(j).

     (d) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amounts that represent Additional Interest Received by
the Trust with respect to the ARD Mortgage Loans and any successor REO Mortgage
Loans with respect to the ARD Mortgage Loans during the related Collection
Period and shall distribute such amounts to the Holders of the Class V
Certificates.

     (e) All distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no less than five Business Days prior to (or, in the
case of the initial Distribution Date, on) the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any



                                     -166-
<PAGE>

Realized Loss or Additional Trust Fund Expense previously allocated to such
Certificate pursuant to Section 4.04(a)) will be made in a like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, any distribution that is to be made with
respect to a Certificate in reimbursement of a Realized Loss or Additional Trust
Fund Expense previously allocated thereto, which reimbursement is to occur after
the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the
Trustee was subsequently notified in writing. If such check is returned to the
Trustee, then the Trustee, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Trustee
shall be set aside by the Trustee and held uninvested in trust and credited to
the account of the appropriate Holder. The costs and expenses of locating the
appropriate Holder and holding such funds shall be paid out of such funds. No
interest shall accrue or be payable to any former Holder on any amount held in
trust hereunder. If the Trustee has not, after having taken such reasonable
steps, located the related Holder by the second anniversary of the initial
sending of a check, the Trustee shall, subject to applicable law, distribute the
unclaimed funds to the Class R-III Certificateholders.

     (f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

     (g) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund with respect to the Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

     (h) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date a notice to the effect that:

          (i) the Trustee expects that the final distribution with respect to
     such Class of Certificates will be made on such Distribution Date but only
     upon presentation and surrender



                                     -167-
<PAGE>


     of such Certificates at the office of the Certificate Registrar or at such
     other location therein specified, and

          (ii) no interest shall accrue on such Certificates from and after the
     end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(h) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-III Certificateholders all
unclaimed funds and other assets which remain subject thereto.

     (i) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

     (j) All distributions made in respect of each Class of Principal Balance
Certificates on each Distribution Date (including the Final Distribution Date)
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section 9.01
shall be deemed to have first been distributed from REMIC II to REMIC III with
respect to the Corresponding REMIC II Regular Interest(s) for such Class of
Certificates; and all distributions made with respect to each Class of Interest
Only Certificates on each Distribution Date pursuant to Section 4.01(a), Section
4.01(c) or Section 9.01 and allocable to any particular REMIC III Component of
such Class of Certificates, shall be deemed to have first been distributed from
REMIC II to REMIC III in respect of the Corresponding REMIC II Regular Interest
for such REMIC III Component. In each case, if such distribution on any such
Class of Certificates was a distribution of accrued interest, of principal, of
additional interest (in the form of Net Prepayment Consideration) or in
reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously allocated to such Class of Certificates, then the corresponding
distribution deemed to be made on a REMIC II Regular Interest pursuant to the
preceding sentence (and, if applicable, any of the remaining paragraphs of this
Section 4.01(j)) shall be deemed to also be, respectively, a distribution of
accrued interest, of principal, of additional interest (in the form of Net
Prepayment Consideration) or in



                                     -168-
<PAGE>

reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously allocated to REMIC III in respect of such REMIC II Regular Interest.

     The Class A-1b Certificates shall have seven Corresponding REMIC II Regular
Interests. The Class A-2 and Class A-4 Certificates shall, in the case of each
such Class of Certificates, have three Corresponding REMIC II Regular Interests.
The Class A-1 and Class H Certificates shall, in the case of each such Class of
Certificates, have two Corresponding REMIC II Regular Interests. Each other
Class of Principal Balance Certificates shall have one Corresponding REMIC II
Regular Interest.

     Deemed distributions of accrued interest made on REMIC II Regular Interest
A-1b-1, REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3,
REMIC II Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II
Regular Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be allocated
among those seven REMIC II Regular Interests on a pro rata basis in accordance
with the respective amounts of Uncertificated Distributable Interest in respect
of each such REMIC II Regular Interest for the subject Distribution Date and, to
the extent not previously deemed paid, for all prior Distribution Dates, if any.
Deemed distributions of principal made on REMIC II Regular Interest A-1b-1,
REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II
Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II Regular
Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be allocated: first
to REMIC II Regular Interest A-1b-1, until its Uncertificated Principal Balance
is reduced to zero; then to REMIC II Regular Interest A-1b-2, until its
Uncertificated Principal Balance is reduced to zero; then to REMIC II Regular
Interest A-1b-3, until its Uncertificated Principal Balance is reduced to zero;
then to REMIC II Regular Interest A-1b-4, until its Uncertificated Principal
Balance is reduced to zero; then to REMIC II Regular Interest A-1b-5, until its
Uncertificated Principal Balance is reduced to zero; then to REMIC II Regular
Interest A-1b-6, until its Uncertificated Principal Balance is reduced to zero;
and last to REMIC II Regular Interest A-1b-7, until its Uncertificated Principal
Balance is reduced to zero. Deemed distributions of additional interest (in the
form of Net Prepayment Consideration) made on REMIC II Regular Interest A-1b-1,
REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II
Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II Regular
Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be allocated:
entirely to REMIC II Regular Interest A-1b-1, for so long as its Uncertificated
Principal Balance is greater than zero; then to REMIC II Regular Interest
A-1b-2, for so long as its Uncertificated Principal Balance is greater than zero
after the Uncertificated Principal Balance of REMIC II Regular Interest A-1b-1
has been reduced to zero; then to REMIC II Regular Interest A-1b-3, for so long
as its Uncertificated Principal Balance is greater than zero after the
Uncertificated Principal Balances of REMIC II Regular Interest A-1b-1 and REMIC
II Regular Interest A-1b-2 have been reduced to zero; then to REMIC II Regular
Interest A-1b-4, for so long as its Uncertificated Principal Balance is greater
than zero after the Uncertificated Principal Balances of REMIC II Regular
Interest A-1b-1, REMIC II Regular Interest A-1b-2 and REMIC II Regular Interest
A-1b-3 have been reduced to zero; then to REMIC II Regular Interest A-1b-5, for
so long as its Uncertificated Principal Balance is greater than zero after the
Uncertificated Principal Balances of REMIC II Regular Interest A-1b-1, REMIC II
Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3 and REMIC II Regular
Interest A-1b-4 have been reduced to zero; then to REMIC II Regular Interest
A-1b-6, for so long as its Uncertificated Principal Balance is greater than zero
after the Uncertificated Principal Balances of REMIC II Regular Interest A-1b-1,



                                     -169-
<PAGE>

REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II
Regular Interest A-1b-4 and REMIC II Regular Interest A-1b-5 have been reduced
to zero; and last to REMIC II Regular Interest A-1b-7, for so long as its
Uncertificated Principal Balance is greater than zero after the Uncertificated
Principal Balances of REMIC II Regular Interest A-1b-1, REMIC II Regular
Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II Regular Interest
A-1b-4, REMIC II Regular Interest A-1b-5 and REMIC II Regular Interest A-1b-6
have been reduced to zero. Deemed distributions in reimbursement of previously
allocated Realized Losses and Additional Trust Fund Expenses made on REMIC II
Regular Interest A-1b-1, REMIC II Regular Interest A-1b-2, REMIC II Regular
Interest A-1b-3, REMIC II Regular Interest A-1b-4, REMIC II Regular Interest
A-1b-5, REMIC II Regular Interest A-1b-6 and REMIC II Regular Interest A-1b-7
shall be allocated among those seven REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts deemed reimbursable with respect
thereto for the subject Distribution Date.

     Deemed distributions of accrued interest made on REMIC II Regular Interest
A-1-1 and REMIC II Regular Interest A-1-2 shall be allocated between those two
REMIC II Regular Interests on a pro rata basis in accordance with the respective
amounts of Uncertificated Distributable Interest in respect of each such REMIC
II Regular Interest for the subject Distribution Date and, to the extent not
previously deemed paid, for all prior Distribution Dates, if any. Deemed
distributions of principal made on REMIC II Regular Interest A-1-1 and REMIC II
Regular Interest A-1-2 shall be allocated: first to REMIC II Regular Interest
A-1-1, until its Uncertificated Principal Balance is reduced to zero; and then
to REMIC II Regular Interest A-1-2, until its Uncertificated Principal Balance
is reduced to zero. Deemed distributions of additional interest (in the form of
Net Prepayment Consideration) made on REMIC II Regular Interest A-1-1 and REMIC
II Regular Interest A-1-2 shall be allocated: entirely to REMIC II Regular
Interest A-1-1, for so long as its Uncertificated Principal Balance is greater
than zero; and then to REMIC II Regular Interest A-1-2, for so long as its
Uncertificated Principal Balance is greater than zero after the Uncertificated
Principal Balance of REMIC II Regular Interest A-1-1 has been reduced to zero.
Deemed distributions in reimbursement of previously allocated Realized Losses
and Additional Trust Fund Expenses made on REMIC II Regular Interest A-1-1 and
REMIC II Regular Interest A-1-2 shall be allocated between those two REMIC II
Regular Interests on a pro rata basis in accordance with the respective amounts
deemed reimbursable with respect thereto for the subject Distribution Date.

     Deemed distributions of accrued interest made on REMIC II Regular Interest
A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 shall
be allocated among those three REMIC II Regular Interests on a pro rata basis in
accordance with the respective amounts of Uncertificated Distributable Interest
in respect of each such REMIC II Regular Interest for the subject Distribution
Date and, to the extent not previously deemed paid, for all prior Distribution
Dates, if any. Deemed distributions of principal made on REMIC II Regular
Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest
A-2-3 shall be allocated: first to REMIC II Regular Interest A-2-1, until its
Uncertificated Principal Balance is reduced to zero; then to REMIC II Regular
Interest A-2-2, until its Uncertificated Principal Balance is reduced to zero;
and last to REMIC II Regular Interest A-2-3, until its Uncertificated Principal
Balance is reduced to zero. Deemed distributions of additional interest (in the
form of Net Prepayment Consideration) made on REMIC II Regular Interest A-2-1,
REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 shall be
allocated: entirely to REMIC II Regular Interest A-2-1, for so long as its
Uncertificated Principal Balance is greater than zero; then to REMIC II Regular
Interest A-2-2, for so long as its Uncertificated Principal Balance is greater
than zero after the Uncertificated Principal Balance of REMIC II Regular
Interest A-2-1 has been reduced to zero; and last to REMIC II Regular Interest
A-2-3, for so long as its Uncertificated Principal Balance is greater than zero
after the Uncertificated Principal Balances of REMIC II Regular Interest A-2-1
and REMIC II Regular Interest A-2-2 have been reduced to zero. Deemed
distributions in reimbursement of previously allocated Realized Losses and
Additional Trust



                                     -170-
<PAGE>

Fund Expenses made on REMIC II Regular Interest A-2-1, REMIC II Regular Interest
A-2-2 and REMIC II Regular Interest A-2-3 shall be allocated among those three
REMIC II Regular Interests on a pro rata basis in accordance with the respective
amounts deemed reimbursable with respect thereto for the subject Distribution
Date.

     Deemed distributions of accrued interest made on REMIC II Regular Interest
A-4-1, REMIC II Regular Interest A-4-2 and REMIC II Regular Interest A-4-3 shall
be allocated among those three REMIC II Regular Interests on a pro rata basis in
accordance with the respective amounts of Uncertificated Distributable Interest
in respect of each such REMIC II Regular Interest for the subject Distribution
Date and, to the extent not previously deemed paid, for all prior Distribution
Dates, if any. Deemed distributions of principal made on REMIC II Regular
Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II Regular Interest
A-4-3 shall be allocated: first to REMIC II Regular Interest A-4-1, until its
Uncertificated Principal Balance is reduced to zero; then to REMIC II Regular
Interest A-4-2, until its Uncertificated Principal Balance is reduced to zero;
and last to REMIC II Regular Interest A-4-3, until its Uncertificated Principal
Balance is reduced to zero. Deemed distributions of additional interest (in the
form of Net Prepayment Consideration) made on REMIC II Regular Interest A-4-1,
REMIC II Regular Interest A-4-2 and REMIC II Regular Interest A-4-3 shall be
allocated: entirely to REMIC II Regular Interest A-4-1, for so long as its
Uncertificated Principal Balance is greater than zero; then to REMIC II Regular
Interest A-4-2, for so long as its Uncertificated Principal Balance is greater
than zero after the Uncertificated Principal Balance of REMIC II Regular
Interest A-4-1 has been reduced to zero; and last to REMIC II Regular Interest
A-4-3, for so long as its Uncertificated Principal Balance is greater than zero
after the Uncertificated Principal Balances of REMIC II Regular Interest A-4-1
and REMIC II Regular Interest A-4-2 have been reduced to zero. Deemed
distributions in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made on REMIC II Regular Interest A-4-1, REMIC II
Regular Interest A-4-2 and REMIC II Regular Interest A-4-3 shall be allocated
among those three REMIC II Regular Interests on a pro rata basis in accordance
with the respective amounts deemed reimbursable with respect thereto for the
subject Distribution Date.

     Deemed distributions of accrued interest made on REMIC II Regular Interest
H-1 and REMIC II Regular Interest H-2 shall be allocated between those two REMIC
II Regular Interests on a pro rata basis in accordance with the respective
amounts of Uncertificated Distributable Interest in respect of each such REMIC
II Regular Interest for the subject Distribution Date and, to the extent not
previously deemed paid, for all prior Distribution Dates, if any. Deemed
distributions of principal made on REMIC II Regular Interest H-1 and REMIC II
Regular Interest H-2 shall be allocated: first to REMIC II Regular Interest H-1,
until its Uncertificated Principal Balance is reduced to zero; and then to REMIC
II Regular Interest H-2, until its Uncertificated Principal Balance is reduced
to zero. Deemed distributions of additional interest (in the form of Net
Prepayment Consideration) made on REMIC II Regular Interest H-1 and REMIC II
Regular Interest H-2 shall be allocated: entirely to REMIC II Regular Interest
H-1, for so long as its Uncertificated Principal Balance is greater than zero;
and then to REMIC II Regular Interest H-2, for so long as its Uncertificated
Principal Balance is greater than zero after the Uncertificated Principal
Balance of REMIC II Regular Interest H-1 has been reduced to zero. Deemed
distributions in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made on REMIC II Regular Interest H-1 and REMIC
II Regular Interest H-2 shall be allocated between those two REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts deemed
reimbursable with respect thereto for the subject Distribution Date.



                                     -171-
<PAGE>

     The actual distributions made by the Trustee on each Distribution Date in
respect of the REMIC III Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 9.01, as applicable, shall be deemed to have
been so made from the amounts deemed distributed with respect to the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

     (k) On each Distribution Date, including the Final Distribution Date, the
Available Distribution Amount for such date shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interests, in each case to the extent of the remaining portions of such funds,
for the following purposes and in the following order of priority:

          (i) as deemed distributions of interest with respect to all the REMIC
     I Regular Interests, up to an amount equal to, and pro rata in accordance
     with, all Uncertificated Distributable Interest with respect to each REMIC
     I Regular Interest for such Distribution Date and, to the extent not
     previously deemed distributed, for all prior Distribution Dates, if any;

          (ii) as deemed distributions of principal with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, as to each REMIC I Regular Interest, the portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     the related Mortgage Loan or any successor REO Mortgage Loan with respect
     thereto; and

          (iii) as deemed distributions with respect to all the REMIC I Regular
     Interests, up to an amount equal to, pro rata in accordance with, and in
     reimbursement of, any Realized Losses and Additional Trust Fund Expenses
     previously allocated to each REMIC I Regular Interest (with compounded
     interest).

     Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interest corresponding to the prepaid Mortgage Loan or REO Mortgage Loan, as the
case may be, in respect of which such Net Prepayment Consideration was received.

     The actual distributions made by the Trustee on each Distribution Date in
respect of the REMIC III Certificates and the Class R-II Certificates pursuant
to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section 9.01, as
applicable, shall be deemed to have been so made from the amounts deemed
distributed with respect to the REMIC I Regular Interests on such Distribution
Date pursuant to this Section 4.01(k). Notwithstanding the deemed distributions
on the REMIC I Regular Interests described in this Section 4.01(k), actual
distributions of funds from the Collection Account shall be made only in
accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section
4.01(d) or Section 9.01, as applicable.



                                     -172-
<PAGE>

     (l) On each Distribution Date, including the Final Distribution Date, the
portion of the Available Distribution Amount for such date allocable to each
Early Defeasance Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) shall be deemed to have first been distributed from the related Loan
REMIC to REMIC I in respect of the corresponding Loan REMIC Regular Interest, in
each case to the extent of the remaining portions of such funds, for the
following purposes and in the following order of priority:

          (i) as deemed distributions of interest in respect of the related Loan
     REMIC Regular Interest, up to an amount equal to all Uncertificated
     Distributable Interest in respect of such Loan REMIC Regular Interest for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates, if any;

          (ii) as deemed distributions of principal in respect of the related
     Loan REMIC Regular Interest, up to an amount equal to the portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     such Early Defeasance Mortgage Loan (or any successor REO Mortgage Loan
     with respect thereto); and

          (iii) as deemed distributions in respect of the related Loan REMIC
     Regular Interest, up to an amount equal to, and in reimbursement of, any
     Realized Losses and Additional Trust Fund Expenses previously allocated to
     such Loan REMIC Regular Interest (with compounded interest).

     Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date that is allocable to an Early
Defeasance Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) shall, in each case, be deemed to have been distributed from the
related Loan REMIC to REMIC I in respect of the Loan REMIC Regular Interest
corresponding to the prepaid Early Defeasance Mortgage Loan or REO Mortgage
Loan, as the case may be, in respect of which such Net Prepayment Consideration
was received.

     The actual distributions made by the Trustee on each Distribution Date in
respect of the REMIC III Certificates, the Class R-II Certificates and the Class
R-I Certificates pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c)
or Section 9.01, as applicable, shall be deemed to have been so made in part
from the amounts deemed distributed with respect to the Loan REMIC Regular
Interests on such Distribution Date pursuant to this Section 4.01(l).
Notwithstanding the deemed distributions on the Loan REMIC Regular Interests
described in this Section 4.01(l), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

     SECTION 4.02. Statements to Certificateholders; CMSA Loan Periodic Update
                   File.

     (a) On each Distribution Date, the Trustee shall provide or make available
electronically to the Depositor, the Underwriters, the Master Servicer, the
Special Servicer, the Controlling Class Representative, each Rating Agency, the
Holders of each Class of Certificates and, upon their written request to the
Trustee, any Certificate Owners of the Book-Entry Certificates as may be
identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level



                                     -173-
<PAGE>

File and the CMSA Collateral Summary File, based on information provided to it
by the Master Servicer and/or the Special Servicer, setting forth, without
limitation:

          (i) the amount of the distribution on such Distribution Date to the
     Holders of each Class of Principal Balance Certificates in reduction of the
     Class Principal Balance thereof;

          (ii) the amount of the distribution on such Distribution Date to the
     Holders of each Class of Regular Interest Certificates allocable to
     Distributable Certificate Interest;

          (iii) the amount of the distribution on such Distribution Date to the
     Holders of each Class of Regular Interest Certificates allocable to
     Prepayment Premiums, Yield Maintenance Charges and Excess Defeasance
     Deposit Proceeds, respectively;

          (iv) the amount of the distribution on such Distribution Date to the
     Holders of each Class of Principal Balance Certificates in reimbursement of
     previously allocated Realized Losses and Additional Trust Fund Expenses;

          (v) the Available Distribution Amount, the Loan Group No. 1 Available
     Distribution Amount and the Loan Group No. 2 Available Distribution Amount,
     respectively, for such Distribution Date;

          (vi) the aggregate amount of P&I Advances made in respect of the
     Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a);

          (vii) (A) the aggregate amount of unreimbursed P&I Advances that had
     been outstanding with respect to the Mortgage Pool at the close of business
     on the related Determination Date and the aggregate amount of any interest
     accrued and payable to the Master Servicer, the Trustee or the Fiscal Agent
     in respect of such unreimbursed P&I Advances in accordance with Section
     4.03(d) as of the close of business on such Determination Date and (B) the
     aggregate amount of unreimbursed Servicing Advances that had been
     outstanding with respect to the Mortgage Pool as of the close of business
     on the related Determination Date and the aggregate amount of interest
     accrued and payable to the Master Servicer, the Special Servicer, the
     Trustee or the Fiscal Agent in respect of such unreimbursed Servicing
     Advances in accordance with Section 3.11(g) as of the close of business on
     such related Determination Date;

          (viii) the aggregate unpaid principal balance of the Mortgage Pool,
     Loan Group No. 1 and Loan Group No. 2, respectively, outstanding as of the
     close of business on the related Determination Date and the aggregate
     Stated Principal Balance of the Mortgage Pool, Loan Group No. 1 and Loan
     Group No. 2, respectively, outstanding immediately before and immediately
     after such Distribution Date;

          (ix) the number, aggregate unpaid principal balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     Mortgage Loans (other than REO Mortgage Loans) as of the close of business
     on the related Determination Date;

          (x) the number, aggregate unpaid principal balance (as of the close of
     business on the related Determination Date and aggregate Stated Principal
     Balance (immediately



                                     -174-
<PAGE>

     after such Distribution Date) of Mortgage Loans (A) delinquent 30 to 59
     days, (B) delinquent 60 to 89 days, (C) delinquent 90 or more days, (D) as
     to which foreclosure proceedings have been commenced, and (E) as to which,
     to the knowledge of the Master Servicer or the Special Servicer, as
     applicable, bankruptcy proceedings have commenced in respect of the related
     Mortgagor;

          (xi) as to each Mortgage Loan referred to in the preceding clause (x)
     above, (A) the loan number thereof, (B) the Stated Principal Balance
     thereof immediately following such Distribution Date and (C) whether the
     delinquency is in respect of its Balloon Payment;

          (xii) with respect to any Mortgage Loan as to which a Liquidation
     Event occurred during the related Collection Period (other than a payment
     in full), (A) the loan number thereof, (B) the nature of the Liquidation
     Event and, in the case of a Final Recovery Determination, a brief
     description of the basis for such Final Recovery Determination, (C) the
     aggregate of all Liquidation Proceeds and other amounts received in
     connection with such Liquidation Event (separately identifying the portion
     thereof allocable to distributions on the Certificates), and (D) the amount
     of any Realized Loss in connection with such Liquidation Event;

          (xiii) with respect to any REO Property that was included in the Trust
     Fund as of the close of business on the related Determination Date, the
     loan number of the related Mortgage Loan, the book value of such REO
     Property and the amount of REO Revenues and other amounts, if any, received
     with respect to such REO Property during the related Collection Period
     (separately identifying the portion thereof allocable to distributions on
     the Certificates) and, if available, the Appraised Value of such REO
     Property as expressed in the most recent appraisal thereof and the date of
     such appraisal;

          (xiv) with respect to any Mortgage Loan as to which the related
     Mortgaged Property became an REO Property during the related Collection
     Period, the loan number of such Mortgage Loan and the Stated Principal
     Balance of such Mortgage Loan as of the related Acquisition Date;

          (xv) with respect to any REO Property included in the Trust Fund as to
     which a Final Recovery Determination was made during the related Collection
     Period, (A) the loan number of the related Mortgage Loan, (B) a brief
     description of the basis for the Final Recovery Determination, (C) the
     aggregate of all Liquidation Proceeds and other amounts received with
     respect to such REO Property during the related Collection Period
     (separately identifying the portion thereof allocable to distributions on
     the Certificates), (D) the amount of any Realized Loss in respect of the
     related REO Mortgage Loan in connection with such Final Recovery
     Determination and (E), if available, the Appraised Value of such REO
     Property as expressed in the most recent appraisal thereof and the date of
     such appraisal;

          (xvi) the Distributable Certificate Interest and Accrued Certificate
     Interest in respect of each Class of Regular Interest Certificates for such
     Distribution Date or the related Interest Accrual Period, as applicable;

          (xvii) any unpaid Distributable Certificate Interest in respect of
     each Class of Regular Interest Certificates after giving effect to the
     distributions made on such Distribution



                                     -175-
<PAGE>

     Date, and if the full amount of the Principal Distribution Amount was not
     distributed on such Distribution Date, the portion of the shortfall
     affecting each Class of Principal Balance Certificates;

          (xviii) the Pass-Through Rate for each Class of Regular Interest
     Certificates for such Distribution Date;

          (xix) the Principal Distribution Amount, Loan Group No. 1 Principal
     Distribution Amount and Loan Group No. 2 Principal Distribution Amount,
     respectively, for such Distribution Date, separately identifying the
     respective components thereof (and, in the case of any Principal Prepayment
     or other unscheduled collection of principal received during the related
     Collection Period, the loan number for the related Mortgage Loan and the
     amount of such prepayment or other collection of principal);

          (xx) the aggregate of all Realized Losses incurred during the related
     Collection Period and from the Closing Date and all Additional Trust Fund
     Expenses (with a description thereof) incurred during the related
     Collection Period and from the Closing Date;

          (xxi) the aggregate of all Realized Losses and Additional Trust Fund
     Expenses that remain unallocated immediately following such Distribution
     Date;

          (xxii) the Class Principal Balance of each Class of Principal Balance
     Certificates and the Class Notional Amount of each Class of Interest Only
     Certificates, outstanding immediately before and immediately after such
     Distribution Date, separately identifying any reduction therein due to the
     allocation of Realized Losses and Additional Trust Fund Expenses on such
     Distribution Date;

          (xxiii) the Certificate Factor for each Class of Regular Interest
     Certificates immediately following such Distribution Date;

          (xxiv) the aggregate amount of any interest on Advances in respect of
     the Mortgage Pool paid to the Master Servicer, the Special Servicer, the
     Trustee and the Fiscal Agent during the related Collection Period in
     accordance with Section 3.11(g) and/or Section 4.03(d);

          (xxv) (A) the loan number for each Required Appraisal Loan and any
     related Appraisal Reduction Amount (including an itemized calculation
     thereof) as of the related Determination Date and (B) the aggregate
     Appraisal Reduction Amount for all Required Appraisal Loans as of the
     related Determination Date;

          (xxvi) on a cumulative basis from the Cut-off Date, the number,
     aggregate Stated Principal Balance immediately after such Distribution Date
     (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
     Balance (in the case of subclauses (C) and (D)), weighted average extension
     period (except in the case of subclause (B) and which shall be zero in the
     case of subclause (C)), and weighted average anticipated extension period
     (in the case of subclause (B)) of Mortgage Loans (A) as to which the
     maturity dates have been extended, (B) as to which the maturity dates are
     in the process of being extended, (C) that have paid off and were never
     extended, (D) as to which the maturity dates had previously been extended
     and have paid off and



                                     -176-
<PAGE>

     (E) as to which the maturity dates had been previously extended and are in
     the process of being further extended;

          (xxvii) the original and then current credit support levels for each
     Class of Regular Interest Certificates;

          (xxviii) the original and then current ratings, if any, for each Class
     of Regular Interest Certificates;

          (xxix) the aggregate amount of Prepayment Premiums, Yield Maintenance
     Charges and Excess Defeasance Deposit Proceeds collected (A) during the
     related Collection Period and (B) since the Closing Date;

          (xxx) (A) the aggregate amount of servicing compensation in respect of
     the Mortgage Pool (separately identifying the amount of each category of
     compensation) paid to the Master Servicer, the Special Servicer and, if
     payable directly out of the Trust Fund without a reduction in the servicing
     compensation otherwise payable to the Master Servicer or the Special
     Servicer, to each Sub-Servicer, during the related Collection Period, and
     (B) such other information as the Trustee is required by the Code or other
     applicable law to furnish to enable Certificateholders to prepare their tax
     returns; and

          (xxxi) the amounts, if any, actually distributed with respect to the
     Class R-I, Class R-II, Class R-III and Class R-LR Certificates on such
     Distribution Date.

     In the case of information to be furnished pursuant to clauses (i) through
(iv) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. In the
case of information provided to the Trustee as a basis for information to be
furnished pursuant to clauses (vi) through (xv), (xix), (xx), (xxiv), (xxv),
(xxvi), (xxix) and (xxx) above, insofar as the underlying information is solely
within the control of the Special Servicer or the Master Servicer, the Trustee
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer or the Master Servicer.

     The Trustee shall forward electronically a copy of each Distribution Date
Statement to the Depository. The Trustee shall make available each month, to
Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies,
the Controlling Class Representative, any party hereto or any Person identified
by any Certificateholder or Certificate Owner as a prospective transferee, via
the Trustee's internet website, with the use of a password provided by the
Trustee to such Person upon request and, in the case of a Certificateholder, a
Certificate Owner or a prospective transferee of a Certificate or any interest
therein, upon receipt by the Trustee from such Person of a certification
substantially in the form of Exhibit L-1 or Exhibit L-2, as applicable, all
Certificateholder Reports and any additional files containing substantially
similar information in an alternative format and, with the consent or at the
direction of the Depositor, such other information regarding the Certificates
and/or the Mortgage Loans as the Trustee may have in its possession. The Trustee
will make no representations or warranties as to the accuracy or completeness of
such documents and will assume no responsibility therefor.

     The Trustee's internet website shall initially be located at
www.etrustee.net or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement



                                     -177-
<PAGE>

and in one or more written notices delivered to the other parties hereto, the
Controlling Class Representative (if any), the Certificateholders and the Rating
Agencies. In connection with providing access to the Trustee's internet website,
the Trustee may require the acceptance of a disclaimer. The Trustee shall not be
liable for the dissemination of information in accordance with this Agreement.

     The Master Servicer may, but is not required to, make available each month,
to Certificateholders, Certificate Owners (that have been confirmed as such by
the Trustee), the Controlling Class Representative, the Underwriters, the Rating
Agencies or any party hereto, the Certificateholder Reports, on its internet
website. The Master Servicer will make no representations or warranties as to
the accuracy or completeness of any report not prepared by it and will assume no
responsibility for any information for which it is not the original source.

     The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require the
acceptance of a disclaimer. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement. Access to the Master Servicer's internet website
shall be coordinated with the Trustee and shall be with the use of a password
provided by the Master Servicer, which, in the case of a Certificateholder or a
Certificate Owner, shall only be provided upon receipt by the Master Servicer
from such Person of a certification substantially in the form of Exhibit L-1.
Notwithstanding the foregoing, upon the Depositor's notifying the Master
Servicer that the Non-Registered Certificates have been sold by the Underwriters
to unaffiliated third parties, the Master Servicer may make the Servicer Reports
available on its internet website without a password, provided that for so long
as reports are required to be filed with the Commission in respect of the Trust
pursuant to Section 15(d) of the Exchange Act, the subject reports shall have
been previously filed with the Commission (which shall be confirmed by the
Master Servicer by request made to the Trustee).

     If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
(A) the Master Servicer shall so notify the Trustee, set forth such information
in an additional report, in a format reasonably acceptable to the Trustee and
the Master Servicer (the "Supplemental Report"), and deliver such report to the
Trustee upon preparation thereof or simultaneously with the delivery of its
reports described in Section 3.12(c); and (B) the Trustee shall include the
Supplemental Report in or as an attachment to the Distribution Date Statement
for the following Distribution Date and, to the extent required by Section
8.15(a), shall file such Supplemental Report, together with such Distribution
Date Statement and the other corresponding Servicer Reports, on the related
Current Report on Form 8-K and/or the related Annual Report on Form 10-K, as
applicable, in accordance with Section 8.15(a).

     During any period that reports are required to be filed with the Commission
with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each
recipient of a Certificateholder Report, a CMSA NOI Adjustment Worksheet or a
CMSA Operating Statement Analysis Report shall be deemed to have agreed to keep
confidential the information therein until such statement or report is filed
with the Commission, and each Certificateholder Report, CMSA NOI Adjustment
Worksheet and CMSA



                                     -178-
<PAGE>

Operating Statement Analysis Report shall bear a legend to the effect that:
"Until this statement/report is filed with the Commission with respect to the
Trust pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended, the recipient hereof shall be deemed to keep the information contained
herein confidential and such information will not, without the prior consent of
the Master Servicer or the Trustee, be disclosed by such recipient or by its
officers, directors, partners, employees, agents or representatives in any
manner whatsoever, in whole or in part."

     Absent manifest error of which it has actual knowledge, none of the Master
Servicer, the Special Servicer or the Trustee shall be responsible for the
accuracy or completeness of any information supplied to it by a Mortgagor, a
Mortgage Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, a Mortgage Loan Seller, a third party or each other.

     Within a reasonable period of time after the end of each calendar year,
upon request, the Trustee shall send to each Person who at any time during the
calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items relating to distributions of interest
(including Prepayment Premiums, Yield Maintenance Charges, Excess Defeasance
Deposit Proceeds and Additional Interest) and principal to Certificateholders
during such calendar year (or the applicable portion of such calendar year
during which such Person was a Certificateholder) set forth in the Distribution
Date Statements and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.

Upon receipt of notice from the Depositor that the Underwriters have sold the
Non-Registered Certificates to unaffiliated third parties, the Trustee shall
make available electronically or, if so requested, forward by hard copy, on each
Distribution Date, to (i) Trepp, LLC (at 477 Madison Avenue, 18th Floor, New
York, New York 10022 or such other address as Trepp, LLC may designate), (ii)
Intex Solutions, Inc. (at 100 A Street, Needham, Massachusetts 02494, or such
other address as Intex Solutions, Inc. may hereafter designate), (iii) Charter
Research Corporation (at Two Oliver Street, 10th Floor, Boston, Massachusetts
02109-4904, or such other address as Charter Research Corporation may hereafter
designate), and (iv) any other similar third party information provider, a copy
of the reports made available to the Holders of the Certificates on such
Distribution Date as described above.

     Upon written request of the Depositor or any Underwriter, without payment
of any fee, and upon written request of any Certificateholders or any other
Person, together with payment of a reasonable fee specified by the Trustee, the
Trustee shall provide any statements, reports and/or information contemplated by
this Section 4.02(a) electronically to such party (such electronic distribution
and such statements, reports, and/or information thereon to bear such
appropriate disclaimers and qualifications as the Depositor and the Trustee
shall determine in their reasonable discretion).

     If any Certificate Owner does not receive through the Depository or any of
its Depository Participants any of the statements, reports and/or other written
information described above in this Section 4.02(a) that it would otherwise be
entitled to receive if it were the Holder of a Definitive



                                     -179-
<PAGE>

Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

     The Trustee shall only be obligated to deliver the statements, reports and
information contemplated by this Section 4.02(a) to the extent it receives, in
the format required by this Agreement, the necessary underlying information from
the Master Servicer or the Special Servicer, as applicable, and shall not be
liable for any failure to deliver any thereof on the prescribed due dates, to
the extent caused by failure to receive timely such underlying information.
Nothing herein shall obligate the Trustee, the Master Servicer or the Special
Servicer to violate any applicable law prohibiting disclosure of information
with respect to any Mortgagor and the failure of the Trustee, Master Servicer or
the Special Servicer to disseminate information for such reason shall not be a
breach hereof.

     The information to be furnished by the Trustee to the Certificateholders
pursuant to Sections 4.02(a) and (b) shall not limit the Trustee in furnishing
any such information to other Persons to whom it determines such disclosure to
be appropriate and shall not limit the Trustee in furnishing to
Certificateholders or to any Person any other information with respect to the
Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be provided to
it by the Depositor, the Master Servicer or the Special Servicer or gathered by
it in any investigation or other manner from time to time (such information,
other than as described in Sections 4.02(a) and (b), is referred to herein as
"Additional Information") as it may reasonably deem necessary or appropriate
from time to time, provided that (A) the Trustee shall give the Depositor three
Business Days' advance notice before doing so, (B) any such Additional
Information shall only be furnished with the consent or at the request of the
Depositor (except pursuant to clause (E) below), (C) the Trustee shall be
entitled to indicate the source of all information furnished by it, and the
Trustee may affix thereto any disclaimer it deems appropriate in its reasonable
discretion, (D) the Trustee shall notify Certificateholders of the availability
of any such information in any manner as it, in its sole discretion, may
determine, and (E) this provision shall not prevent the Trustee, whether with or
without the consent of the Depositor, from furnishing information with respect
to the Trust Fund and its administration thereof to any Person, if it reasonably
determines that the furnishing of such information is required by applicable
law. The Trustee shall forward to the Depositor any requests for Additional
Information which, for their fulfillment, require the consent of the Depositor.
Nothing herein shall be construed to impose upon the Trustee any obligation or
duty to furnish or distribute any Additional Information to any Person in any
instance.

     (b) Not later than 1:00 p.m. (New York City time) on the second Business
Day prior to each Distribution Date, the Master Servicer shall furnish to the
Trustee, and upon request, to the Depositor, the Underwriters and the Special
Servicer, by electronic transmission (or in such other form to which the Trustee
or the Depositor, as the case may be, and the Master Servicer may agree), an
accurate and complete CMSA Loan Periodic Update File providing the required
information for the Mortgage Loans and any successor REO Mortgage Loans as of
the related Determination Date.

     In the performance of its obligations set forth in Section 4.05 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by



                                     -180-
<PAGE>

the Master Servicer, and the Trustee shall not be responsible to recompute,
recalculate or verify the information provided to it by the Master Servicer. In
the case of information to be furnished by the Master Servicer to the Trustee
pursuant to this Section 4.02(b), insofar as such information is solely within
the control of the Special Servicer, the Master Servicer (if other than the
Special Servicer or an Affiliate thereof) shall have no obligation to provide
such information until it has received such information from the Special
Servicer, shall not be in default hereunder due to a delay in providing the CMSA
Loan Periodic Update File caused by the Special Servicer's failure to timely
provide any report required under this Agreement and may, absent actual
knowledge of an error therein, conclusively rely on the reports to be provided
by the Special Servicer. The Master Servicer may conclusively rely on any
information provided by the Depositor or any Mortgagor with respect to the CMSA
Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA
Financial File.

     SECTION 4.03. P&I Advances.

     (a) On or before 2:00 p.m., New York City time, on each Master Servicer
Remittance Date, the Master Servicer shall, subject to Section 4.03(c) below,
satisfy its obligations to make any required P&I Advances with respect to the
related Distribution Date in respect of the Mortgage Pool, first, by
transferring to the Trustee for deposit in the Collection Account amounts then
held in the Custodial Account for future distribution to Certificateholders in
subsequent months in discharge of such obligations, and second, by remitting its
own funds to the Trustee for deposit in a Collection Account in an amount equal
to the remaining portion of such required P&I Advances. Any amounts held in the
Custodial Account for future distribution and so used to make P&I Advances shall
be appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Custodial Account on or before the next
succeeding Determination Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and interest in respect
of which such P&I Advances were made). If, as of 4:00 p.m., New York City time,
on any Master Servicer Remittance Date, the Master Servicer shall not have made
any P&I Advance required to be made on such date pursuant to this Section
4.03(a) (and shall not have delivered to the Trustee the requisite Officer's
Certificate and documentation related to a determination of nonrecoverability of
a P&I Advance), then the Trustee shall provide notice of such failure to a
Servicing Officer of the Master Servicer by facsimile transmission sent to
telecopy no. (704) 593-7735 (or such alternative number provided by the Master
Servicer to the Trustee in writing) and by telephone at telephone no. (704)
593-7820 or (704) 593-7831 (or such alternative number provided by the Master
Servicer to the Trustee in writing) as soon as possible, but in any event before
5:00 p.m., New York City time, on such Master Servicer Remittance Date. If after
such notice by facsimile, the Trustee does not receive the full amount of such
P&I Advances by 10:00 a.m., New York City time, on the related Distribution
Date, then the Trustee (or the Fiscal Agent on its behalf) shall make the
portion of such P&I Advances that was required to be, but was not, made by the
Master Servicer on such Master Servicer Remittance Date. If the Trustee fails to
make any such P&I Advance on the related Distribution Date, but the Fiscal Agent
makes such P&I Advance on such date, then the Trustee shall be deemed not to be
in default hereunder.

     (b) The aggregate amount of P&I Advances to be made by the Master Servicer,
the Trustee or the Fiscal Agent, as the case may be, pursuant to the first
paragraph of Section 4.03(a) in respect of any Distribution Date shall, subject
to Section 4.03(c) below, equal the aggregate of all Monthly Payments (other
than Balloon Payments) and any Assumed Monthly Payments, in each case net of
related Master Servicing Fees and any related Workout Fees, due or deemed due,
as the case may be, in respect of the Mortgage Loans (including Balloon Mortgage
Loans delinquent as to their



                                     -181-
<PAGE>

respective Balloon Payments) and any REO Mortgage Loans in the Mortgage Pool on
their respective Due Dates during the related Collection Period, in each case to
the extent such amount was not paid by or on behalf of the related Mortgagor or
otherwise collected (including as net income from REO Properties) as of the
close of business on the related Determination Date; provided that if it is
determined that an Appraisal Reduction Amount exists with respect to any such
Mortgage Loan or REO Mortgage Loan, then, in the event of subsequent
delinquencies thereon, the amount of each P&I Advance, if any, required to be
made in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be,
during the period that such Appraisal Reduction Amount continues to exist, shall
be reduced to equal the product of (x) the amount of the subject P&I Advance
that would otherwise be required without regard to this proviso, multiplied by
(y) a fraction, the numerator of which is equal to the Stated Principal Balance
of such Mortgage Loan or REO Mortgage Loan, as the case may be, net of such
Appraisal Reduction Amount, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may
be.

     (c) Notwithstanding anything herein to the contrary, no P&I Advance shall
be required to be made under this Section 4.03 if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance pursuant to this Section
4.03 or that any proposed P&I Advance, if made pursuant to this Section 4.03,
would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Fiscal Agent and the
Depositor on or before the related Master Servicer Remittance Date, setting
forth the basis for such determination, together with any other information that
supports such determination, including an appraisal (which appraisal shall have
been conducted by an Independent Appraiser within the 12-month period preceding
such determination in accordance with the standards of the Appraisal Institute
taking into account the factors specified in Section 3.18), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession), engineers' reports,
environmental surveys and any similar reports that the Master Servicer may have
obtained consistent with the Servicing Standard and at the expense of the Trust
Fund, that support such determination by the Master Servicer. If, in connection
with the foregoing, it is necessary for the Master Servicer to obtain an
appraisal, the Master Servicer shall so notify the Special Servicer and consult
with the Special Servicer regarding such appraisal. The Trustee and the Fiscal
Agent shall be entitled to rely, conclusively, on any determination by the
Master Servicer that a P&I Advance, if made, would be a Nonrecoverable P&I
Advance; provided, however, that if the Master Servicer has failed to make a P&I
Advance for reasons other than a determination by the Master Servicer that such
P&I Advance would be Nonrecoverable P&I Advance, the Trustee or Fiscal Agent
shall make such Advance within the time periods required by Section 4.03(a)
unless the Trustee or the Fiscal Agent, in its good faith, reasonable
discretion, makes a determination prior to the times specified in Section
4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. Upon
determining that any P&I Advance previously made with respect to a Specially
Serviced Mortgage Loan or REO Mortgage Loan is a Nonrecoverable P&I Advance, the
Special Servicer shall report to the Master Servicer the Special Servicer's
determination. The Master Servicer shall be entitled to conclusively rely on
such determination.

     (d) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby under this Section 4.03 (with its own funds) for so long as such P&I
Advance is outstanding; provided that if the grace period for the delinquent
Monthly



                                     -182-
<PAGE>

Payment as to which a P&I Advance was made under this section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further, that, in no
event shall interest so accrue on any P&I Advance as to which the corresponding
Late Collection was received by the Master Servicer or a Sub-Servicer on its
behalf as of the related Master Servicer Remittance Date. Interest so accrued on
any P&I Advance made under this section shall be payable, (i) out of any Default
Charges collected on or in respect of the Mortgage Pool during the same
Collection Period in which such Advance is reimbursed, and (ii) to the extent
that such Default Charges are insufficient, but only if the related Advance is
being reimbursed at the same time or has been previously reimbursed pursuant to
this Agreement, out of general collections on the Mortgage Loans and REO
Properties on deposit in the Custodial Account. The Master Servicer shall, in
accordance with Section 3.05(a), reimburse itself, the Trustee or the Fiscal
Agent, as applicable, for any outstanding P&I Advance made thereby under this
Section 4.03 as soon as practicable after funds available for such purpose are
deposited in the Custodial Account.

     SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
                   Expenses

     (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates, exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class U, Class T, Class S, Class
Q, Class P, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class
F, Class E, Class D, Class C and Class B Certificates shall be reduced
sequentially, in that order, in each case, until such excess or the related
Class Principal Balance is reduced to zero (whichever occurs first). If, after
the foregoing reductions, the amount described in clause (i) of the second
preceding sentence still exceeds the amount described in clause (ii) of such
sentence, then the respective Class Principal Balances of all the outstanding
Classes of the Class A Certificates shall be reduced on a pro rata basis in
accordance with the relative sizes of such Class Principal Balances, until any
such remaining excess is reduced to zero. All such reductions in the Class
Principal Balances of the respective Classes of the Principal Balance
Certificates shall constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

     (b) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(j), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage
Pool that will be outstanding immediately following such Distribution Date. If
such excess does exist, then the Uncertificated Principal Balances of REMIC II
Regular Interest U, REMIC II Regular Interest T, REMIC II Regular Interest S,
REMIC II Regular Interest Q, REMIC II Regular Interest P, REMIC II Regular
Interest N, REMIC II Regular Interest M, REMIC II Regular Interest L, REMIC II
Regular Interest K, REMIC II Regular Interest J, REMIC II Regular Interest H-1,
REMIC II Regular Interest H-2, REMIC II Regular Interest G, REMIC II Regular
Interest F, REMIC II Regular Interest E, REMIC II Regular Interest D, REMIC II
Regular Interest C and REMIC II Regular Interest B, shall be reduced
sequentially, in that order, in each case, until such excess or the related
Uncertificated Principal Balance is reduced to zero (whichever occurs first).
If, after the foregoing reductions, the amount described in



                                     -183-
<PAGE>

clause (i) of the second preceding sentence still exceeds the amount described
in clause (ii) of such sentence, then the respective Uncertificated Principal
Balances of (A) REMIC II Regular Interest A-1-1 and REMIC II Regular Interest
A-1-2, as a collective matter, in the order described in the next sentence, (B)
REMIC II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II
Regular Interest A-2-3, as a collective matter, in the order described in the
second following sentence, (C) REMIC II Regular Interest A-3, (D) REMIC II
Regular Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II Regular
Interest A-4-3, as a collective matter, in the order described in the third
following sentence, and (E) REMIC II Regular Interest A-1b-1, REMIC II Regular
Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II Regular Interest
A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II Regular Interest A-1b-6 and
REMIC II Regular Interest A-1b-7, as a collective matter, in the order described
in the fourth following sentence, shall be reduced on a pro rata basis in
accordance with the relative sizes of such Uncertificated Principal Balances,
until any such remaining excess is reduced to zero. Any reductions in the
Uncertificated Principal Balances of REMIC II Regular Interest A-1-1 and REMIC
II Regular Interest A-1-2 pursuant to the preceding sentence shall be made:
first, to the Uncertificated Principal Balance of REMIC II Regular Interest
A-1-1, until such Uncertificated Principal Balance is reduced to zero; and then,
to the Uncertificated Principal Balance of REMIC II Regular Interest A-1-2,
until such Uncertificated Principal Balance is reduced to zero. Any reductions
in the Uncertificated Principal Balances of REMIC II Regular Interest A-2-1,
REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 pursuant to
the second preceding sentence shall be made: first, to the Uncertificated
Principal Balance of REMIC II Regular Interest A-2-1, until such Uncertificated
Principal Balance is reduced to zero; second, to the Uncertificated Principal
Balance of REMIC II Regular Interest A-2-2, until such Uncertificated Principal
Balance is reduced to zero; and last, to the Uncertificated Principal Balance of
REMIC II Regular Interest A-2-3, until such Uncertificated Principal Balance is
reduced to zero. Any reductions in the Uncertificated Principal Balances of
REMIC II Regular Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II
Regular Interest A-4-3 pursuant to the third preceding sentence shall be made:
first, to the Uncertificated Principal Balance of REMIC II Regular Interest
A-4-1, until such Uncertificated Principal Balance is reduced to zero; second,
to the Uncertificated Principal Balance of REMIC II Regular Interest A-4-2,
until such Uncertificated Principal Balance is reduced to zero; and last, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-4-3, until such
Uncertificated Principal Balance is reduced to zero. Any reductions in the
Uncertificated Principal Balances of REMIC II Regular Interest A-1b-1, REMIC II
Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II Regular
Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II Regular Interest
A-1b-6 and REMIC II Regular Interest A-1b-7 pursuant to the fourth preceding
sentence shall be made: first, to the Uncertificated Principal Balance of REMIC
II Regular Interest A-1b-1, until such Uncertificated Principal Balance is
reduced to zero; second, to the Uncertificated Principal Balance of REMIC II
Regular Interest A-1b-2, until such Uncertificated Principal Balance is reduced
to zero; third, to the Uncertificated Principal Balance of REMIC II Regular
Interest A-1b-3, until such Uncertificated Principal Balance is reduced to zero;
fourth, to the Uncertificated Principal Balance of REMIC II Regular Interest
A-1b-4, until such Uncertificated Principal Balance is reduced to zero; fifth,
to the Uncertificated Principal Balance of REMIC II Regular Interest A-1b-5,
until such Uncertificated Principal Balance is reduced to zero; sixth, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-1b-6, until such
Uncertificated Principal Balance is reduced to zero; and last, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-1b-7, until such
Uncertificated Principal Balance is reduced to zero. All such reductions in the
Uncertificated Principal Balances of the respective REMIC II Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.



                                     -184-
<PAGE>

     (c) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(k),
the Uncertified Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the Stated
Principal Balance of the related Mortgage Loan or REO Mortgage Loan, as the case
may be, that will be outstanding immediately following such Distribution Date.
Any such reductions in the Uncertificated Principal Balances of the respective
REMIC I Regular Interests shall be deemed to constitute allocations of Realized
Losses and Additional Trust Fund Expenses.

     (d) On each Distribution Date, following the deemed distributions to be
made in respect of the Loan REMIC Regular Interests pursuant to Section 4.01(l),
the Uncertificated Principal Balance of each Loan REMIC Regular Interest (after
taking account of such deemed distributions) shall be reduced to equal the
Stated Principal Balance of the related Mortgage Loan or REO Mortgage Loan, as
the case may be, that will be outstanding immediately following such
Distribution Date. Any such reductions in the Uncertificated Principal Balances
of the respective Loan REMIC Regular Interests shall be deemed to constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

     SECTION 4.05. Calculations.

     The Trustee shall, provided it receives the necessary information from the
Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX and the
actual and deemed allocations of Realized Losses and Additional Trust Fund
Expenses to be made pursuant to Section 4.04. The Trustee shall calculate the
Available Distribution Amount, the Loan Group No. 1 Available Distribution
Amount and the Loan Group No. 2 Available Distribution Amount for each
Distribution Date and shall allocate such respective amounts among
Certificateholders in accordance with this Agreement, and the Trustee shall have
no obligation to recompute, recalculate or verify any information provided to it
by the Special Servicer or Master Servicer. The calculations by the Trustee of
such amounts shall, in the absence of manifest error, be presumptively deemed to
be correct for all purposes hereunder.

     SECTION 4.06. Use of Agents.

     The Master Servicer, the Special Servicer or the Trustee may at its own
expense utilize agents or attorneys-in-fact in performing any of its obligations
under this Article IV (except the obligation to make P&I Advances), but no such
utilization shall relieve the Master Servicer, the Special Servicer or the
Trustee, as applicable, from any of such obligations, and the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall remain responsible for
all acts and omissions of any such agent or attorney-in-fact.



                                     -185-
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                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and A-7; provided that any of
the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Class A, Class B, Class C, Class D, Class E, Class F, Class X-CL, Class X-CP,
Class A-1b, Class H, Class J, Class K, Class L, Class M and Class N Certificates
shall initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of
$10,000 in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-1b, Class B, Class C, Class D, Class E, Class F and Class G Certificates,
$250,000 in the case of the Interest Only Certificates, and $250,000 in the case
of the remaining Regular Interest Certificates, and in each such case in
integral multiples of $1 in excess thereof. The Class R-I, Class R-II, Class
R-III, Class R-LR and Class V Certificates will be issuable in denominations
representing Percentage Interests in the related Class of not less than 10%.

     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

     SECTION 5.02. Registration of Transfer and Exchange of Certificates.

     (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of



                                     -186-
<PAGE>

the Closing Date, at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603,
Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial
Mortgage Trust, Series 2002-C7. The Certificate Registrar may appoint, by a
written instrument delivered to the Depositor, the Master Servicer, the Special
Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any
other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor trustee
shall immediately succeed to its duties as Certificate Registrar. The Depositor,
the Trustee (if it is no longer the Certificate Registrar), the Master Servicer
and the Special Servicer shall have the right to inspect the Certificate
Register or to obtain a copy thereof at all reasonable times, and to rely
conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.

     If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

     (b) No Transfer of any Non-Registered Certificate or interest therein shall
be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If a Transfer of any Definitive Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Non-Registered Certificates or a Transfer of such
Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to
the Trustee to the effect that the prospective Transferee is an Institutional
Accredited Investor or a Qualified Institutional Buyer and such Transfer may be
made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

     If a Transfer of any interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, Lehman Brothers or any of their respective
Affiliates), then the



                                     -187-
<PAGE>

Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached hereto as Exhibit F-2C, or (ii) an Opinion of
Counsel to the effect that the prospective Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. Except as provided in the following two paragraphs, no interest
in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of an interest in such Rule 144A Global Certificate. If any Transferee
of an interest in the Rule 144A Global Certificate for any Class of Book-Entry
Non-Registered Certificates does not, in connection with the subject Transfer,
deliver to the Transferor the Opinion of Counsel or one of the certifications
described in the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that all the certifications set forth in Exhibit
F-2C hereto are, with respect to the subject Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee, as transfer agent
for the Depository, to approve the debit of the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
and approve the credit of the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Class X-CL, Class X-CP, Class
A-1b, Class H, Class J, Class K, Class L, Class M or Class N Certificates, as
applicable, to be transferred (such date of transfer, the "Regulation S Transfer
Date"). Upon delivery to the Certificate Registrar of such certification and
orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Rule 144A Global Certificate in respect of the Class X-CL, Class X-CP, Class
A-1b, Class H, Class J, Class K, Class L, Class M or Class N Certificates, as
applicable, and increase the denomination of the Regulation S Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

     Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) such certifications and/or opinions as are contemplated by
the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A



                                     -188-
<PAGE>

Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with this Agreement to the applicable Transferee.

     Except as provided in the next paragraph, no beneficial interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the date (the "Regulation S Release Date") which is 40 days after
the Regulation S Transfer Date, the Certificate Owner desiring to effect any
such Transfer shall be required to obtain from such Certificate Owner's
prospective Transferee a written certification substantially in the form set
forth in Exhibit F-2D hereto certifying that such Transferee is not a United
States Securities Person. On or prior to the Regulation S Release Date,
beneficial interests in the Regulation S Global Certificate for each Class of
Book-Entry Non-Registered Certificates may be held only through Euroclear or
Clearstream. The Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates shall be deposited with the Trustee as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository.

     Notwithstanding the preceding paragraph, after the Regulation S Release
Date, any interest in the Regulation S Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the Class X-CL, Class X-CP, Class
A-1b, Class H, Class J, Class K, Class L, Class M or Class N Certificates, as
applicable, to be transferred. Upon delivery to the Certificate Registrar of
such certification and orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the Class
X-CL, Class X-CP, Class A-1b, Class H, Class J, Class K, Class L, Class M or
Class N Certificates, as applicable, and increase the denomination of the Rule
144A Global Certificate for such Class, by the denomination of the beneficial
interest in such Class specified in such orders and instructions.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.



                                     -189-
<PAGE>

     (c) No Transfer of a Certificate or any interest therein shall be made (i)
to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Furthermore, no Transfer of a Certificate or any
interest therein shall be made to any of the following (each, an "Ineligible
Purchaser"): (i) JPMorgan Chase Bank; (ii) any affiliate of JPMorgan Chase Bank;
or (iii) any collective investment fund managed by JPMorgan Chase Bank. Except
in connection with the initial issuance of the Non-Registered Certificates or
any Transfer of a Non-Registered Certificate or any interest therein by the
Depositor, Lehman Brothers or any of their respective Affiliates or, in the case
of a Global Certificate for any Class of Book-Entry Non-Registered Certificates,
any Transfer thereof to a successor Depository or to the applicable Certificate
Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee, and any Certificate Owner
transferring an interest in a Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from its prospective
Transferee, either: (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) alternatively, except in the case of a
Class R-I, Class R-II, Class R-III, Class R-LR or Class V Certificate, a
certification to the effect that the purchase and holding of such Certificate or
interest therein by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) alternatively, but only in the case of a
Non-Registered Certificate that is an Investment Grade Certificate (other than,
if applicable, a Class R-I, Class R-II, Class R-III, Class R-LR or Class V
Certificate) that is being acquired by or on behalf of a Plan in reliance on the
Prohibited Transaction Exemption, a certification to the effect that such Plan
(X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of
the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B)
of ERISA) by the Trustee, the Depositor, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or
any Mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee, if a Plan, satisfied the requirements of the immediately
preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that
such Transferee will obtain from each of its Transferees that are Plans a
similar written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) alternatively, a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee or such Certificate Owner, as the
case may be, that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. It is hereby acknowledged that the
forms of certification attached hereto as Exhibit G-1 (in the case of Definitive
Non-Registered Certificates) and Exhibit G-2 (in the case of ownership interests
in Book-Entry Non-Registered Certificates) are acceptable for purposes of the
preceding sentence. If any Transferee of a Certificate (including a



                                     -190-
<PAGE>

Registered Certificate) or any interest therein does not, in connection with the
subject Transfer, deliver to the Certificate Registrar (in the case of a
Definitive Certificate) or the Transferor (in the case of ownership interests in
a Book-Entry Certificate) any certification and/or Opinion of Counsel
contemplated by the second preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of such Certificate or interest therein
by such Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code. Each Transferee
of a Certificate or any interest therein shall be deemed to have represented and
warranted that it is not an Ineligible Purchaser. Any acquisition of a
Certificate or interest therein by an Ineligible Purchaser shall be void ab
initio.

     (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Interest Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee under clause (ii) (A)
below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii) (B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such disposition.
The rights of each Person acquiring any Ownership Interest in a Residual
Interest Certificate are expressly subject to the following provisions:

          (A)  Each Person holding or acquiring any Ownership Interest in a
               Residual Interest Certificate shall be a Permitted Transferee and
               shall promptly notify the Tax Administrator and the Trustee of
               any change or impending change in its status as a Permitted
               Transferee.

          (B)  In connection with any proposed Transfer of any Ownership
               Interest in a Residual Interest Certificate, the Certificate
               Registrar shall require delivery to it, and shall not register
               the Transfer of any Residual Interest Certificate until its
               receipt, of an affidavit and agreement substantially in the form
               attached hereto as Exhibit H-1 (a "Transfer Affidavit and
               Agreement"), from the proposed Transferee, representing and
               warranting, among other things, that such Transferee is a
               Permitted Transferee, that it is not acquiring its Ownership
               Interest in the Residual Interest Certificate that is the subject
               of the proposed Transfer as a nominee, trustee or agent for any
               Person that is not a Permitted Transferee, that for so long as it
               retains its Ownership Interest in a Residual Interest Certificate
               it will endeavor to remain a Permitted Transferee, and that it
               has reviewed the provisions of this Section 5.02(d) and agrees to
               be bound by them.

          (C)  Notwithstanding the delivery of a Transfer Affidavit and
               Agreement by a proposed Transferee under clause (B) above, if a
               Responsible Officer of either the Trustee or the Certificate
               Registrar has actual knowledge that the proposed Transferee is
               not a Permitted Transferee, no Transfer of an Ownership Interest
               in a Residual Interest Certificate to such proposed Transferee
               shall be effected.



                                     -191-
<PAGE>

          (D)  Each Person holding or acquiring any Ownership Interest in a
               Residual Interest Certificate shall agree (1) to require a
               Transfer Affidavit and Agreement from any prospective Transferee
               to whom such Person attempts to Transfer its Ownership Interest
               in such Residual Interest Certificate and (2) not to Transfer its
               Ownership Interest in such Residual Interest Certificate unless
               it provides to the Certificate Registrar a certificate
               substantially in the form attached hereto as Exhibit H-2 stating
               that, among other things, it has no actual knowledge that such
               prospective Transferee is not a Permitted Transferee.

          (E)  Each Person holding or acquiring an Ownership Interest in a
               Residual Interest Certificate, by purchasing such Ownership
               Interest, agrees to give the Tax Administrator and the Trustee
               written notice that it is a "pass-through interest holder" within
               the meaning of temporary Treasury regulation section
               1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
               Interest in a Residual Interest Certificate, if it is, or is
               holding an Ownership Interest in a Residual Interest Certificate
               on behalf of, a "pass-through interest holder".

          (ii) (A) If any purported Transferee shall become a Holder of a
     Residual Interest Certificate in violation of the provisions of this
     Section 5.02(d), then the last preceding Holder of such Residual Interest
     Certificate that was in compliance with the provisions of this Section
     5.02(d) shall be restored, to the extent permitted by law, to all rights as
     Holder thereof retroactive to the date of registration of such Transfer of
     such Residual Interest Certificate. None of the Depositor, the Trustee or
     the Certificate Registrar shall be under any liability to any Person for
     any registration of Transfer of a Residual Interest Certificate that is in
     fact not permitted by this Section 5.02(d) or for making any payments due
     on such Certificate to the Holder thereof or for taking any other action
     with respect to such Holder under the provisions of this Agreement.

          (B)  If any purported Transferee shall become a Holder of a Residual
               Interest Certificate in violation of the restrictions in this
               Section 5.02(d), then, to the extent that retroactive restoration
               of the rights of the preceding Holder of such Residual Interest
               Certificate as described in clause (ii)(A) above shall be
               invalid, illegal or unenforceable, the Trustee shall have the
               right but not the obligation, to cause the Transfer of such
               Residual Interest Certificate to a Permitted Transferee selected
               by the Trustee on such terms as the Trustee may choose, and the
               Trustee shall not be liable to any Person having an Ownership
               Interest in such Residual Interest Certificate as a result of the
               Trustee's exercise of such discretion. Such purported Transferee
               shall promptly endorse and deliver such Residual Interest
               Certificate in accordance with the instructions of the Trustee.
               Such Permitted Transferee may be the Trustee itself or any
               Affiliate of the Trustee.

          (iii) The Tax Administrator shall make available to the IRS and to
     those Persons specified by the REMIC Provisions all information furnished
     to it by the other parties hereto necessary to compute any tax imposed (A)
     as a result of the Transfer of an Ownership Interest in a Residual Interest
     Certificate to any Person who is a Disqualified Organization,



                                     -192-
<PAGE>


     including the information described in Treasury regulations sections
     1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions"
     of such Residual Interest Certificate and (B) as a result of any regulated
     investment company, real estate investment trust, common trust fund,
     partnership, trust, estate or organization described in Section 1381 of the
     Code that holds an Ownership Interest in a Residual Interest Certificate
     having as among its record holders at any time any Person which is a
     Disqualified Organization, and each of the other parties hereto shall
     furnish to the Tax Administrator all information in its possession
     necessary for the Tax Administrator to discharge such obligation. The
     Person holding such Ownership Interest shall be responsible for the
     reasonable compensation of the Tax Administrator for providing information
     thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i).

          (iv) The provisions of this Section 5.02(d) set forth prior to this
     clause (iv) may be modified, added to or eliminated, provided that there
     shall have been delivered to the Trustee and the Tax Administrator the
     following:

          (A)  written confirmation from each Rating Agency to the effect that
               the modification of, addition to or elimination of such
               provisions will not cause an Adverse Rating Event; and

          (B)  an Opinion of Counsel, in form and substance satisfactory to the
               Trustee and the Tax Administrator, obtained at the expense of the
               party seeking such modification of, addition to or elimination of
               such provisions (but in no event at the expense of the Trustee,
               the Tax Administrator or the Trust), to the effect that doing so
               will not (1) cause any REMIC Pool to cease to qualify as a REMIC
               or be subject to an entity-level tax caused by the Transfer of
               any Residual Interest Certificate to a Person which is not a
               Permitted Transferee or (2) cause a Person other than the
               prospective Transferee to be subject to a REMIC-related tax
               caused by the Transfer of a Residual Interest Certificate to a
               Person that is not a Permitted Transferee.

     (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in Subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

     (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

     (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage



                                     -193-
<PAGE>

Interest in such Class upon surrender of the Certificates to be exchanged at the
offices of the Certificate Registrar maintained for such purpose. Whenever any
Certificates are so surrendered for exchange, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

     (h) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

     (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

     (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

     SECTION 5.03. Book-Entry Certificates.

     (a) The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class
D, Class E, Class F, Class G, Class X-CL, Class X-CP, Class A-1b, Class H, Class
J, Class K, Class L, Class M and Class N Certificates shall, in the case of each
such Class, initially be issued as one or more Certificates registered in the
name of the Depository or its nominee and, except as provided in Section 5.03(c)
and in the fifth paragraph of Section 5.02(b), a Transfer of such Certificates
may not be registered by the Certificate Registrar unless such Transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and Transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.03(c) and in the fifth paragraph of Section 5.02(b), shall
not be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Class X-CL, Class
X-CP, Class H, Class J, Class K, Class L, Class M and Class N Certificates
initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in
reliance on another exemption from the registration requirements of the
Securities Act shall, in the case of each such Class, be represented by the Rule
144A Global Certificate for such Class, which shall be deposited with the
Trustee as custodian for the Depository and registered in the name of Cede & Co.
as nominee of the Depository. The Class X-CL, Class X-CP, Class A-1b, Class H,
Class J, Class K, Class L, Class M and Class N Certificates initially sold in
offshore transactions in reliance on Regulation S shall, in the case of each
such Class, be represented by the Regulation S Global Certificate for such
Class, which shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository. All
Transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.



                                     -194-
<PAGE>

     (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

     (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.

     Upon surrender to the Certificate Registrar of the Book-Entry Certificates
of any Class thereof by the Depository, accompanied by registration instructions
from the Depository for registration of transfer, the Certificate Registrar
shall execute, and the Authenticating Agent shall authenticate and deliver, the
Definitive Certificates in respect of such Class to the Certificate Owners
identified in such instructions. None of the Depositor, the Master Servicer, the
Special Servicer, the Trustee or the Certificate Registrar shall be liable for
any delay in delivery of such instructions, and each of them may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates for purposes of evidencing ownership of any
Class of Registered Certificates, the registered holders of such Definitive
Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

     (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

     SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

     If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate



                                     -195-
<PAGE>

and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

     SECTION 5.05. Persons Deemed Owners.

     Prior to due presentment for registration of transfer, the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar
and any agent of any of them may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar or any agent of any of them shall be affected by
notice to the contrary.



                                     -196-
<PAGE>

                                   ARTICLE VI

            THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
                    AND THE CONTROLLING CLASS REPRESENTATIVE

     SECTION 6.01. Liability of Depositor, Master Servicer and Special Servicer.

     The Depositor, the Master Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

     SECTION 6.02. Continued Qualification and Compliance of Master Servicer;
                   Merger, Consolidation or Conversion of Depositor, Master
                   Servicer or Special Servicer.

     Subject to the following paragraph, the Depositor, the Master Servicer and
the Special Servicer shall each keep in full effect its existence, rights and
franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

     Each of the Depositor, the Master Servicer and the Special Servicer may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which, in the case of the Master Servicer or the Special
Servicer, may be limited to all or substantially all of its assets related to
commercial mortgage loan servicing) to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business (which, in the case of the Master Servicer or the Special Servicer,
may be limited to the commercial mortgage loan servicing business) of the
Depositor, the Master Servicer or the Special Servicer, shall be the successor
of the Depositor, the Master Servicer or the Special Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as confirmed in writing by each of the Rating Agencies, such succession will not
result in an Adverse Rating Event, and (ii) such successor or surviving Person
makes the applicable representations and warranties set forth in Section 3.23
(in the case of a successor or surviving Person to the Master Servicer) or
Section 3.24 (in the case of a successor or surviving Person to the Special
Servicer), as applicable.

     SECTION 6.03. Limitation on Liability of Depositor, Master Servicer and
                   Special Servicer.

     None of the Depositor, the Master Servicer or the Special Servicer shall be
under any liability to the Trust Fund, the Trustee or the Certificateholders for
any action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the



                                     -197-
<PAGE>

Trust Fund, the Trustee or the Certificateholders for the breach of a
representation or warranty made herein by such party, or against any expense or
liability specifically required to be borne by such party without right of
reimbursement pursuant to the terms hereof, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of its obligations or duties hereunder or negligent disregard
of such obligations or duties. The Depositor, the Master Servicer, the Special
Servicer and any director, manager, member, officer, employee or agent of the
Depositor, the Master Servicer or the Special Servicer may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder. The Depositor, the
Master Servicer, the Special Servicer and any director, manager, member,
officer, employee or agent of the Depositor, the Master Servicer or the Special
Servicer shall be indemnified and held harmless by the Trust Fund out of the
Custodial Account against any loss, liability or reasonable expense (including
reasonable legal fees and expenses) incurred in connection with any legal action
or claim relating to this Agreement or the Certificates (including in connection
with the dissemination of information and reports as contemplated by this
Agreement), other than any such loss, liability or expense: (i) specifically
required to be borne by the party seeking indemnification, without right of
reimbursement pursuant to the terms hereof; (ii) which constitutes a Servicing
Advance that is otherwise reimbursable hereunder; (iii) incurred in connection
with any legal action or claim against the party seeking indemnification,
resulting from any breach on the part of that party of a representation or
warranty made herein; or (iv) incurred in connection with any legal action or
claim against the party seeking indemnification, resulting from any willful
misfeasance, bad faith or negligence on the part of that party in the
performance of its obligations or duties hereunder or negligent disregard of
such obligations or duties. None of the Depositor, the Master Servicer or the
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal action, unless such action is related to its respective duties under
this Agreement and either (i) it is specifically required hereunder to bear the
costs of such action or (ii) such action will not, in its reasonable and good
faith judgment, involve it in any ultimate expense or liability for which it
would not be reimbursed hereunder. Notwithstanding the foregoing, the Depositor,
the Master Servicer or the Special Servicer may in its discretion undertake any
such action which it may deem necessary or desirable with respect to the
enforcement and/or protection of the rights and duties of the parties hereto and
the interests of the Certificateholders. In such event, the legal expenses and
costs of such action, and any liability resulting therefrom, shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer
and the Special Servicer shall be entitled to be reimbursed therefor from the
Custodial Account as provided in Section 3.05. In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them (unless they are the same Person or
Affiliates) or for any action taken or omitted to be taken by the Depositor, the
Trustee or any Certificateholder (unless they are the same Person or
Affiliates).

     SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

     (a) The Master Servicer and, subject to Section 6.09, the Special Servicer
may each resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the



                                     -198-
<PAGE>

Trustee. Unless applicable law requires the Master Servicer's or Special
Servicer's resignation to be effective immediately, and the Opinion of Counsel
delivered pursuant to the prior sentence so states, no such resignation shall
become effective until the Trustee or other successor shall have assumed the
responsibilities and obligations of the resigning party in accordance with
Section 6.09 or Section 7.02 hereof. The Master Servicer and, subject to the
rights of the Controlling Class under Section 6.09 to appoint a successor
special servicer, the Special Servicer shall each have the right to resign at
any other time, provided that (i) a willing successor thereto reasonably
acceptable to the Depositor has been found (provided that if the Depositor has
not responded to a request for consent to a successor within 15 days, such
successor shall be deemed approved thereby), (ii) each of the Rating Agencies
confirms in writing that the successor's appointment will not result in an
Adverse Rating Event, (iii) the resigning party pays all costs and expenses in
connection with such resignation and the resulting transfer of servicing, and
(iv) the successor accepts appointment prior to the effectiveness of such
resignation and agrees in writing to be bound by the terms and conditions of
this Agreement. Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04(a).

     (b) Consistent with Section 6.04(a), neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person or,
except as provided in Sections 3.22, 4.06 and 7.01(c), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer or the Special
Servicer are transferred to a successor thereto, the Master Servicing Fee, the
Special Servicing Fee, any Workout Fee (except as expressly contemplated by
Section 3.11(c)) and/or any Liquidation Fee, as applicable, that accrues or
otherwise becomes payable pursuant hereto from and after the date of such
transfer shall be payable to such successor.

     (c) Notwithstanding anything to the contrary set forth in this Agreement,
neither CIGNA Investment Group, Inc. nor any of its Affiliates shall perform any
servicing functions with respect to the Mortgage Loans in any capacity,
including, but not limited to, as successor Master Servicer, successor Special
Servicer or Sub-Servicer.

     SECTION 6.05. Rights of Depositor and Trustee in Respect of the Master
                   Servicer and the Special Servicer.

     The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder. Upon reasonable request, the Master Servicer
and the Special Servicer shall each furnish the Depositor, each Underwriter and
the Trustee with its most recent publicly available financial statements and
such other non-proprietary information as the Master Servicer or the Special
Servicer, as the case may be, shall determine in its sole and absolute
discretion as it possesses, which is relevant to the performance of its duties
hereunder and which it is not prohibited by applicable law or contract from
disclosing. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer or Special Servicer hereunder or exercise the rights of
the Master Servicer and the Special Servicer hereunder; provided, however, that
neither the Master Servicer nor the Special Servicer shall be relieved of any of
its obligations hereunder by virtue of such performance by the Depositor or its
designee and, provided, further, that the Depositor may not exercise any right
pursuant to Section 7.01 to



                                     -199-
<PAGE>

terminate the Master Servicer or the Special Servicer as a party to this
Agreement. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer or the Special Servicer and is
not obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

     SECTION 6.06. Depositor, Master Servicer and Special Servicer to Cooperate
                   with Trustee.

     The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

     SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with
                   Master Servicer.

     The Depositor, the Special Servicer and the Trustee shall each furnish such
reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                   Special Servicer.

     The Depositor, the Master Servicer and the Trustee shall each furnish such
reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.09. Designation of Special Servicer and Controlling Class
                   Representative by the Controlling Class.

     (a) The Holder or Holders of the Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class may at any time and from time
to time designate a Person to serve as Special Servicer hereunder and to replace
any existing Special Servicer or any Special Servicer that has resigned or
otherwise ceased to serve (including in connection with termination pursuant to
Section 7.01) as Special Servicer. Such Holder or Holders shall so designate a
Person to serve as replacement Special Servicer by the delivery to the Trustee,
the Master Servicer and the existing Special Servicer of a written notice
stating such designation. The Trustee shall, promptly after receiving any such
notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in
the form attached hereto as Exhibit I-1. If such Holders have not replaced the
Special Servicer within 30 days of such Special Servicer's resignation or the
date such Special Servicer has ceased to serve in such capacity, the Trustee
shall designate a successor Special Servicer, subject to removal by the
Controlling Class and appointment of a successor thereto pursuant to the terms
of this Section 6.09. Any designated Person (whether designated by Holders of
the Controlling Class or by the Trustee) shall become the Special Servicer on
the date as of which the Trustee shall have received all of the following: (1)
written confirmation from all of the Rating Agencies that the appointment of
such Person will not result in an Adverse Rating Event; (2) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed
by the designated Person, and (3) an Opinion of Counsel (at the expense of the
Person designated to become the Special Servicer) to the effect that, upon the
execution and delivery of the Acknowledgment of Proposed Special Servicer, the
designated Person shall be bound by the terms of



                                     -200-
<PAGE>

this Agreement and, subject to customary limitations, that this Agreement shall
be enforceable against the designated Person in accordance with its terms. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that (i) the resigning Special Servicer shall continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior
to the effective date of such resignation, whether in respect of Servicing
Advances or otherwise, (ii) if the resigning Special Servicer was terminated
without cause, it shall be entitled to a portion of certain Workout Fees
thereafter payable with respect to the Corrected Mortgage Loans (but only if and
to the extent permitted by Section 3.11(c)) and (iii) the resigning Special
Servicer shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such resignation. Such resigning Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination of the resigning Special Servicer's responsibilities and rights
hereunder, including the transfer within two Business Days to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to the Custodial
Account, a Servicing Account, a Reserve Account or the REO Account or should
have been delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Mortgage Loans and REO Properties. The Trustee
shall notify the other parties hereto and the Certificateholders of any
termination of the Special Servicer and appointment of a new Special Servicer in
accordance with this Section 6.09.

     Any out-of-pocket costs and expenses incurred in connection with the
removal of a Special Servicer and its replacement by a Person designated by the
Holder or Holders of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class, that are not paid by the replacement Special
Servicer shall be paid by such Holder or Holders.

     (b) The Holder or Holders of the Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class may also select a
representative (the "Controlling Class Representative") from whom the Special
Servicer will seek advice and approval and take direction under certain
circumstances, as described herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection. Notwithstanding the
foregoing, until a Controlling Class Representative is so selected in accordance
with the preceding sentence, or after receipt of a notice from the Holder or
Holders evidencing a majority of the Voting Rights allocated to the Controlling
Class that a Controlling Class Representative is no longer designated, the
Certificateholder, if any, that beneficially owns more than 50% of the aggregate
principal balance of the Controlling Class Certificates will be deemed to be the
Controlling Class Representative. The Controlling Class Representative shall be
required to keep all non-public information received by it in such capacity
pursuant to this Agreement confidential and, upon its designation as such, shall
deliver to the Trustee a confirmation to such effect.

     (c) Notwithstanding the foregoing, if the Controlling Class consists of
Book-Entry Certificates, then the rights of the Holders of the Controlling Class
set forth above in this Section 6.09 may be exercised directly by the relevant
Certificate Owners, provided that the identity of such Certificate Owners has
been confirmed to the Trustee to its reasonable satisfaction.

     (d) Notwithstanding anything to the contrary set forth in this Agreement,
neither CIGNA Investment Group, Inc. nor any of its Affiliates shall perform any
servicing functions with respect to the Mortgage Loans in any capacity,
including, but not limited to, as successor Master Servicer, successor Special
Servicer or Sub-Servicer.



                                     -201-
<PAGE>

     SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                   Certificate.

     The Master Servicer, the Special Servicer or any Affiliate of either of
them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing to the proposal described in the written notice, and if the Master
Servicer or the Special Servicer shall act as proposed in the written notice
within 30 days, such action shall be deemed to comply with, but not modify, the
Servicing Standard. The Trustee shall be entitled to reimbursement from the
Master Servicer or the Special Servicer, as applicable, for the reasonable
expenses of the Trustee incurred pursuant to this paragraph. It is not the
intent of the foregoing provision that the Master Servicer or the Special
Servicer be permitted to invoke the procedure set forth herein with respect to
routine servicing matters arising hereunder, but rather only in the case of
unusual circumstances.

     SECTION 6.11. Certain Powers of the Controlling Class Representative.

     (a) Subject to Section 6.11(b), the Controlling Class Representative will
be entitled to advise the Special Servicer with respect to the following actions
of the Special Servicer; and, further subject to Section 6.11(b), the Special
Servicer will not be permitted to take any of the following actions unless and
until it has notified the Controlling Class Representative in writing and the
Controlling Class Representative has not objected in writing within 10 Business
Days of having been notified thereof and having been provided with all
information that the Controlling Class Representative has reasonably requested
with respect thereto promptly following its receipt of the subject notice (it
being understood and agreed that if such written objection has not been received
by the Special Servicer within such 10-Business Day period, then the Controlling
Class Representative will be deemed to have approved the taking of the subject
action):



                                     -202-
<PAGE>


          (i) any foreclosure upon or comparable conversion (which may include
     acquisitions of an REO Property) of the ownership of properties securing
     such of the Specially Serviced Mortgage Loans as come into and continue in
     default;

          (ii) any modification, extension, amendment or waiver of a monetary
     term (including the timing of payments) or any material non-monetary term
     of a Specially Serviced Mortgage Loan;

          (iii) any proposed sale of an REO Property (other than in connection
     with the termination of the Trust Fund) for less than the Purchase Price;

          (iv) any acceptance of a discounted payoff with respect to a Specially
     Serviced Mortgage Loan;

          (v) any determination to bring a Mortgaged Property or an REO Property
     into compliance with applicable environmental laws or to otherwise address
     Hazardous Materials located at a Mortgaged Property or an REO Property;

          (vi) any release of collateral for a Specially Serviced Mortgage Loan
     (other than in accordance with the terms of, or upon satisfaction of, such
     Mortgage Loan);

          (vii) any acceptance of substitute or additional collateral for a
     Specially Serviced Mortgage Loan (other than in accordance with the terms
     of such Mortgage Loan);

          (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
     with respect to any Mortgage Loan;

          (ix) any determination by the Special Servicer that a Servicing
     Transfer Event of the type described in clause (b) of the definition of
     "Specially Serviced Mortgage Loan", has occurred; and

          (x) any acceptance of an assumption agreement releasing a borrower
     from liability under a Mortgage Loan;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole), the Special Servicer may take any such action (other than an
action contemplated by clause (ix) above) without waiting for the Controlling
Class Representative's response.

                  In addition, the Controlling Class Representative may direct
the Special Servicer to take, or to refrain from taking, any actions with
respect to the servicing and/or administration of a Specially Serviced Mortgage
Loan or REO Property as the Controlling Class Representative may deem advisable
or as to which provision is otherwise made herein subject to Section 6.11(b).
Upon reasonable request, the Special Servicer shall provide the Controlling
Class Representative with any information in the Special Servicer's possession
with respect to such matters, including its reasons for determining to take a
proposed action; provided that such information shall also be provided, in a
written format, to the Trustee, who shall make it available for review pursuant
to Section 8.14(b).



                                     -203-
<PAGE>

     Each of the Master Servicer and the Special Servicer shall notify the
Controlling Class Representative of any release or substitution of collateral
for a Mortgage Loan even if such release or substitution is in accordance with
such Mortgage Loan.

     (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection from or by the Controlling Class Representative, as contemplated by
Section 6.11(a), may (and the Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the Special Servicer has
determined, in its reasonable, good faith judgment, would) require or cause the
Special Servicer to violate any provision of this Agreement (exclusive of
Section 6.11(a)) (including the Special Servicer's obligation to act in
accordance with the Servicing Standard), the related loan documents or the REMIC
Provisions. Furthermore, the Special Servicer shall not be obligated to seek
approval from the Controlling Class Representative for any actions to be taken
by the Special Servicer with respect to any particular Specially Serviced
Mortgage Loan if:

          (i) the Special Servicer has, as provided in Section 6.11(a), notified
     the Controlling Class Representative in writing of various actions that the
     Special Servicer proposes to take with respect to the workout or
     liquidation of that Mortgage Loan; and

          (ii) for 60 days following the first such notice, the Controlling
     Class Representative has objected to all of those proposed actions and has
     failed to suggest any alternative actions that the Special Servicer
     considers to be consistent with the Servicing Standard.

     (c) The Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that the Controlling Class Representative will not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations or duties. Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the
Controlling Class Representative may, and is permitted hereunder to, have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may,
and is permitted hereunder to, act solely in the interests of the Holders of the
Controlling Class; (iii) the Controlling Class Representative does not have any
duties to the Holders of any Class of Certificates other than the Controlling
Class; (iv) the Controlling Class Representative may, and is permitted hereunder
to, take actions that favor interests of the Holders of the Controlling Class
over the interests of the Holders of one or more other Classes of Certificates;
(v) the Controlling Class Representative shall not be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in willful
misconduct, by reason of its having acted solely in the interests of the Holders
of the Controlling Class; and (vi) the Controlling Class Representative shall
have no liability whatsoever for having so acted, and no Certificateholder may
take any action whatsoever against the Controlling Class Representative, any
Holder of the Controlling Class or any director, officer, employee, agent or
principal thereof for having so acted.



                                     -204-
<PAGE>

                                  ARTICLE VII

                                     DEFAULT

     SECTION 7.01. Events of Default.

     (a) "Event of Default", wherever used herein, means any one of the
following events:

          (i) any failure by the Master Servicer to deposit into the Custodial
     Account, any amount, including a P&I Advance, required to be so deposited
     or remitted by it under this Agreement, which failure continues unremedied
     for one Business Day following the date on which a deposit or remittance
     was first required to be made; or

          (ii) any failure by the Special Servicer to deposit into the REO
     Account or to deposit into, or to remit to the Master Servicer for deposit
     into, the Custodial Account, any amount required to be so deposited or
     remitted under this Agreement, which failure continues unremedied for one
     Business Day following the date on which a deposit or remittance was first
     required to be made; or

          (iii) any failure by the Master Servicer to deposit into, or remit to
     the Trustee for deposit into, the Collection Account, any amount (including
     any P&I Advances and any amounts to cover Prepayment Interest Shortfalls)
     required to be so deposited or remitted by it under this Agreement, which
     failure continues unremedied until 11:00 a.m. (New York City time) on the
     applicable Distribution Date; or

          (iv) any failure by the Master Servicer or the Special Servicer to
     timely make any Servicing Advance required to be made by it hereunder,
     which Servicing Advance remains unmade for a period of three Business Days
     following the date on which notice shall have been given to the Master
     Servicer or the Special Servicer, as the case may be, by the Trustee as
     provided in Section 3.11(f); or

          (v) any failure on the part of the Master Servicer or the Special
     Servicer duly to observe or perform in any material respect any other
     covenants or agreements on the part of the Master Servicer or the Special
     Servicer, as the case may be, contained in this Agreement, which continues
     unremedied for a period of 30 days (15 days in the case of payment of
     insurance premiums) after the date on which written notice of such failure,
     requiring the same to be remedied, shall have been given to the Master
     Servicer or the Special Servicer, as the case may be, by any other party
     hereto or to the Master Servicer or the Special Servicer, as the case may
     be (with a copy to each other party hereto), by the Holders of Certificates
     entitled to at least 25% of the Voting Rights, provided, however, that with
     respect to any such failure which is not curable within such 30-day period,
     the Master Servicer or the Special Servicer, as the case may be, shall have
     an additional cure period of 30 days to effect such cure so long as the
     Master Servicer or the Special Servicer, as the case may be, has commenced
     to cure such failure within the initial 30-day period and has provided the
     Trustee with an Officer's Certificate certifying that it has diligently
     pursued, and is diligently continuing to pursue, a full cure; or



                                     -205-
<PAGE>

          (vi) any breach on the part of the Master Servicer or the Special
     Servicer of any of its representations or warranties contained in this
     Agreement that materially and adversely affects the interests of any Class
     of Certificateholders and which breach continues unremedied for a period of
     30 days after the date on which written notice of such breach, requiring
     the same to be remedied, shall have been given to the Master Servicer or
     the Special Servicer, as the case may be, by any other party hereto or to
     the Master Servicer or the Special Servicer, as the case may be (with a
     copy to each other party hereto), by the Holders of Certificates entitled
     to at least 25% of the Voting Rights, provided, however, that with respect
     to any such breach which is not curable within such 30-day period, the
     Master Servicer or the Special Servicer, as the case may be, shall have an
     additional cure period of 30 days so long as the Master Servicer or the
     Special Servicer, as the case may be, has commenced to cure such breach
     within the initial 30-day period and provided the Trustee with an Officer's
     Certificate certifying that it has diligently pursued, and is diligently
     continuing to pursue, a full cure; or

          (vii) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary case under any
     present or future federal or state bankruptcy, insolvency or similar law
     for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer or the Special Servicer and such decree or order shall
     have remained in force undischarged, undismissed or unstayed for a period
     of 60 days; or

          (viii) the Master Servicer or the Special Servicer shall consent to
     the appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshaling of
     assets and liabilities or similar proceedings of or relating to it or of or
     relating to all or substantially all of its property; or

          (ix) the Master Servicer or the Special Servicer shall admit in
     writing its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, voluntarily suspend payment of its obligations, or take any
     corporate action in furtherance of the foregoing; or

          (x) one or more ratings assigned by Fitch to the Certificates has been
     qualified, downgraded or withdrawn, or otherwise made the subject of a
     "negative" credit watch, which Fitch has determined, and given notice in
     writing (including through a publication or newsletter) or electronically
     (including through an internet website), is solely or in material part a
     result of the Master Servicer or Special Servicer, as the case may be,
     acting in such capacity; or

          (xi) the Master Servicer fails to be rated at least "CMS3" by Fitch or
     the Special Servicer fails to be rated at least "CSS3" by Fitch; or

          (xii) the Master Servicer or the Special Servicer is removed from
     S&P's approved master servicer list or special servicer list, as the case
     may be, and the ratings of any of the Certificates by S&P are qualified,
     downgraded or withdrawn in connection with the removal.



                                     -206-
<PAGE>

     When a single entity acts as the Master Servicer and the Special Servicer,
an Event of Default in one capacity shall constitute an Event of Default in the
other capacity.

     (b) If any Event of Default described in clauses (i) - (ix), (xi) and (xii)
of subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund, other than its rights,
if any, as a Certificateholder hereunder or any interest therein. If any Event
of Default described in clause (x) of subsection (a) above shall occur with
respect to the Master Servicer or the Special Servicer (in either case, under
such circumstances, for purposes of this Section 7.01(b), the "Defaulting
Party"), the Trustee shall, by notice in writing (to be sent immediately by
facsimile transmission) to the Defaulting Party (with a copy of such notice to
each other party hereto and the Rating Agencies), terminate all of the rights
and obligations (but not the liabilities for actions and omissions occurring
prior thereto) of the Defaulting Party under this Agreement and in and to the
Trust Fund, other than its rights, if any, as a Certificateholder hereunder or
any interest therein, within 30 days following the occurrence of such Event of
Default. From and after the receipt by the Defaulting Party of such written
notice of termination, all authority and power of the Defaulting Party under
this Agreement, whether with respect to the Certificates (other than as a holder
of any Certificate), the Mortgage Loans (other than as a holder thereof or any
interest therein) or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this section, and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer and
the Special Servicer each agree that, if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than 10 Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records, including those in electronic form, requested
thereby to enable the Trustee to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer's or Special
Servicer's, as the case may be, responsibilities and rights hereunder, including
(i) if the Master Servicer is the Defaulting Party, the immediate transfer to
the Trustee or a successor Master Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the Master
Servicer to the Custodial Account, the Collection Account, the Defeasance
Deposit Account, a Servicing Account or a Reserve Account or that are thereafter
received by or on behalf of it with respect to any Mortgage Loan or (ii) if the
Special Servicer is the Defaulting Party, the transfer within two Business Days
to the Trustee or a successor Special Servicer for administration by it of all
cash amounts that shall at the time be or should have been credited by the
Special Servicer to the REO Account, the Custodial Account, a Servicing Account
or a Reserve Account or should have been delivered to the Master Servicer or
that are thereafter received by or on behalf of it with respect to any Mortgage
Loan or REO Property; provided, however, that the Master Servicer and the
Special Servicer each shall, if terminated pursuant to this Section 7.01(b),
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and



                                     -207-
<PAGE>

it shall continue to be entitled to the benefits of Section 6.03 notwithstanding
any such termination. Any cost or expenses in connection with any actions to be
taken by any party hereto pursuant to this paragraph shall be borne by the
Defaulting Party and if not paid by the Defaulting Party within 90 days after
the presentation of reasonable documentation of such costs and expenses, such
expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. For purposes of this Section 7.01 and also for purposes of Section
7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

     (c) In the case of an Event of Default under Section 7.01(a)(x) or (xi) of
which the Trustee has notice, the Trustee shall provide written notice thereof
to the Master Servicer promptly upon receipt of such notice. Notwithstanding
Section 7.01(b), if the Master Servicer receives a notice of termination under
Section 7.01(b) solely due to an Event of Default under 7.01(a)(x) or (xi), and
if the terminated Master Servicer provides the Trustee with the appropriate
"request for proposal" materials within five Business Days following such
termination, then the Master Servicer shall continue to serve in such capacity
hereunder until a successor thereto is selected in accordance with this Section
7.01(c) or the expiration of 45 days from the Master Servicer's receipt of the
notice of termination, whichever occurs first. Upon receipt of such "request for
proposal" materials from the terminated Master Servicer, the Trustee shall
promptly thereafter (using such "request for proposal" materials) solicit good
faith bids for the rights to master service the Mortgage Loans under this
Agreement from at least three (3) Persons qualified to act as a successor Master
Servicer hereunder in accordance with Section 6.02 and Section 7.02 (any such
Person so qualified, a "Qualified Bidder") or, if three (3) Qualified Bidders
cannot be located, then from as many Persons as the Trustee can determine are
Qualified Bidders; provided that at the Trustee's request, the terminated Master
Servicer shall supply the Trustee with the names of Persons from whom to solicit
such bids; and provided, further, that the Trustee shall not be responsible if
less than three (3) or no Qualified Bidders submit bids for the right to master
service the Mortgage Loans under this Agreement. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, within 45 days after the receipt of notice of termination by
the terminated Master Servicer. The Trustee shall solicit bids: (i) on the basis
of such successor Master Servicer retaining all Sub-Servicers to continue the
primary servicing of the Mortgage Loans pursuant to the terms of the respective
Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement with the
terminated Master Servicer to sub-service each of the Mortgage Loans not subject
to a Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to the
Master Servicing Fee Rate minus one and one-half (1.5) basis points per Mortgage
Loan serviced (each, a "Servicing-Retained Bid"); and (ii) on the basis of
terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted
to terminate in accordance with Section 3.22 (each, a "Servicing-Released Bid").
The Trustee shall select the Qualified Bidder with the highest cash
Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid)
(the "Successful Bidder") to act as successor Master Servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof (and, if the successful
bid was a Servicing Retained Bid, to enter into a Sub-Servicing Agreement with
the terminated Master Servicer as contemplated above) no later than 45 days
after the receipt of notice of termination by the terminated Master Servicer.



                                     -208-
<PAGE>

     Upon the assignment and acceptance of the master servicing rights hereunder
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted
(i) if the successful bid was a Servicing-Retained Bid, to the terminated Master
Servicer the amount of such cash bid received from the Successful Bidder (net of
"out-of-pocket" expenses incurred in connection with obtaining such bid and
transferring servicing) and (ii) if the successful bid was a Servicing-Released
Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid
Allocation.

     The terminated Master Servicer shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service
the Mortgage Loans, which expenses are not reimbursed to the party that incurred
such expenses pursuant to the preceding paragraph.

     If the Successful Bidder has not entered into this Agreement as successor
Master Servicer within 45 days after the terminated Master Servicer received
written notice of termination or no Successful Bidder was identified within such
45-day period, the terminated Master Servicer shall reimburse the Trustee for
all reasonable "out-of-pocket" expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under
this Section 7.01(c). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.

     SECTION 7.02. Trustee to Act; Appointment of Successor.

     On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to Section
7.01, the Trustee shall, unless and until a successor is appointed pursuant to
Section 6.04, Section 6.09 or Section 7.01(c), be the successor in all respects
to the Master Servicer or the Special Servicer, as the case may be, in its
capacity as such under this Agreement and the transactions set forth or provided
for herein and shall have all (and the former Master Servicer or the Special
Servicer, as the case may be, shall cease to have any) of the responsibilities,
duties and liabilities of the Master Servicer or the Special Servicer, as the
case may be, arising thereafter, including, if the Master Servicer is the
resigning or terminated party, the Master Servicer's obligation to make P&I
Advances, including in connection with any termination of the Master Servicer
for an Event of Default described in clause 7.01(a)(iii), the unmade P&I
Advances that gave rise to such Event of Default; provided that any failure to
perform such duties or responsibilities caused by the Master Servicer's or the
Special Servicer's, as the case may be, failure to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act as either Master Servicer or
Special Servicer, as the case may be, or shall, if it is unable to so act as
either Master Servicer or Special Servicer, as the case may be, or if the
Trustee is not approved as a master servicer or a special servicer, as the case
may be, by any of the Rating Agencies, or if the Holders of Certificates
entitled to a majority of the Voting Rights so request in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution as the successor to
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of



                                     -209-
<PAGE>

the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder; provided, however, that no such appointee shall succeed to
the rights and obligations of the Master Servicer or Special Servicer hereunder
unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such appointee
makes the applicable representations and warranties set forth in Section 3.23;
and provided, further, that in the case of a resigning or terminated Special
Servicer, such appointment shall be subject to the rights of the Holders of
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class to designate a successor pursuant to Section 6.09. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the resigning or terminated party hereunder. Such successor and the
other parties hereto shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession.

     SECTION 7.03. Notification to Certificateholders.

     (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01, any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness
of any designation of a new Special Servicer pursuant to Section 6.09, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

     (b) Not later than 10 days after a Responsible Officer of the Trustee has
notice of the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute an Event of Default, the Trustee shall
transmit by mail to the Depositor, all the Certificateholders and the Rating
Agencies notice of such occurrence, unless such default shall have been cured.

     SECTION 7.04. Waiver of Events of Default.

     The Holders representing at least 66-2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Event of Default hereunder may waive
such Event of Default; provided, however, that an Event of Default under any of
clauses (i), (ii), (iii), (x), (xi) and (xii) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.



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     SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

     During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.



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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.01. Duties of Trustee.

     (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs; provided that if the Trustee is acting as Master Servicer or
Special Servicer, it shall act in accordance with the Servicing Standard. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

          (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts;

          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the terms of this Agreement and the direction of the
     Controlling Class or Holders of Certificates entitled to at



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<PAGE>

     least 25% of the Voting Rights, relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Agreement; and

          (iv) The protections, immunities and indemnities afforded to the
     Trustee hereunder shall also be available to it in its capacity as
     Authenticating Agent, Certificate Registrar, Tax Administrator and
     Custodian.

          SECTION 8.02. Certain Matters Affecting Trustee.

          Except as otherwise provided in Section 8.01 and Article X:

          (i) the Trustee may rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document reasonably believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (ii) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken or suffered or
     omitted by it hereunder in good faith and in accordance therewith;

          (iii) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or, except as provided in
     Section 10.01 or 10.02, to institute, conduct or defend any litigation
     hereunder or in relation hereto, at the request, order or direction of any
     of the Certificateholders, pursuant to the provisions of this Agreement,
     unless such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby; except as provided in Section 10.01 or
     10.02, the Trustee shall not be required to expend or risk its own funds or
     otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of any of its rights or powers, if it
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it; nothing contained herein shall, however, relieve the Trustee of the
     obligation, upon the occurrence of an Event of Default which has not been
     cured, to exercise such of the rights and powers vested in it by this
     Agreement, and to use the same degree of care and skill in their exercise
     as a prudent man would exercise or use under the circumstances in the
     conduct of his own affairs;

          (iv) the Trustee shall not be personally liable for any action
     reasonably taken, suffered or omitted by it in good faith and believed by
     it to be authorized or within the discretion or rights or powers conferred
     upon it by this Agreement;

          (v) prior to the occurrence of an Event of Default hereunder and after
     the curing of all Events of Default which may have occurred, and except as
     may be provided in Section 10.01 or 10.02, the Trustee shall not be bound
     to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, approval, bond or other paper or document, unless
     requested in writing to



                                     -213-
<PAGE>

     do so by Holders of Certificates entitled to at least 25% of the Voting
     Rights; provided, however, that if the payment within a reasonable time to
     the Trustee of the costs, expenses or liabilities likely to be incurred by
     it in the making of such investigation is, in the opinion of the Trustee,
     not reasonably assured to the Trustee by the security afforded to it by the
     terms of this Agreement, the Trustee may require reasonable indemnity
     against such expense or liability as a condition to taking any such action;

          (vi) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys; provided, however, that the Trustee shall remain responsible for
     all acts and omissions of such agents or attorneys within the scope of
     their employment to the same extent as it is responsible for its own
     actions and omissions hereunder; and

          (vii) the Trustee shall not be responsible for any act or omission of
     the Master Servicer or the Special Servicer (unless the Trustee is acting
     as Master Servicer or the Special Servicer) or the Depositor.

     SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                   Sufficiency of Certificates or Mortgage Loans.

     The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and the Fiscal Agent shall not be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Mortgage Loans to the Trust Fund,
or any funds deposited in or withdrawn from the Custodial Account or any other
account by or on behalf of the Depositor, the Master Servicer or the Special
Servicer. The Trustee and the Fiscal Agent shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

     SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

     The Trustee, the Fiscal Agent or any agent of the Trustee and the Fiscal
Agent, in its individual or any other capacity, may become the owner or pledgee
of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
the Fiscal Agent or such agent.

     SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
                   Trustee.

     (a) On each Distribution Date, the Trustee shall withdraw from the general
funds on deposit in the Collection Account, prior to any distributions to be
made therefrom on such date, and pay



                                     -214-
<PAGE>

to itself the Trustee Fee for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates, as compensation for all
services rendered by the Trustee in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties of the
Trustee hereunder. The Trustee Fees (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee's sole compensation for such services to be rendered by
it.

     (b) The Trustee and any director, officer, employee or agent of the Trustee
shall be entitled to be indemnified for and held harmless by the Trust Fund
against any loss, liability or reasonable "out-of-pocket" expense (including
costs and expenses incurred in connection with removal of the Special Servicer
and Master Servicer pursuant to Sections 7.01 and 7.02, costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement) arising out of, or incurred in connection with, this
Agreement or the Certificates ("Trustee Liability"); provided that such loss,
liability or expense constitutes an "unanticipated expense" within the meaning
of Treasury regulation section 1.860G-1(b)(3)(ii); and provided, further, that
neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms of
this Agreement, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of, or the
negligent disregard of, the Trustee's obligations and duties hereunder, or as
may arise from a breach of any representation, warranty or covenant of the
Trustee made herein, or (3) any loss, liability or expense that constitutes
allocable overhead. The provisions of this Section 8.05(b) and of Section
8.05(c) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.

     (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

     (d) The Trustee shall indemnify and hold harmless the Trust Fund against
any losses arising out of any errors made solely by the Trustee in calculating
distributions to be made hereunder and any other calculation or reporting
hereunder (in each case not attributable to information provided to the Trustee
by the Master Servicer or the Special Servicer); provided that such loss arose
by reason of willful misfeasance, bad faith or negligence on the part of the
Trustee. The provisions of this Section 8.05(d) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

     SECTION 8.06. Eligibility Requirements for Trustee.

     (a) The Trustee hereunder shall at all times be a bank, a trust company, an
association or a corporation organized and doing business under the laws of the
United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state banking authority. If such bank, trust company, association or
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this section the combined capital and surplus of such



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<PAGE>

bank, trust company, association or corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the Trustee's
short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch,
or (b) in the case of either Rating Agency, (i) "A-", if a Fiscal Agent meeting
the requirements of Section 8.17(a) is then currently acting in such capacity,
or (ii) such other rating as shall not result in an Adverse Rating Event, as
confirmed in writing by such Rating Agency. The Trustee's acting in such
capacity shall not adversely affect the application of the Prohibited
Transaction Exemption to the Investment Grade Certificates. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07; provided that if the Trustee shall cease to be so
eligible because its combined capital and surplus is no longer at least
$50,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event, then upon the execution and
delivery of such agreement the Trustee shall not be required to resign, and may
continue in such capacity, for so long as none of the ratings assigned by the
Rating Agencies to the Certificates is adversely affected thereby. The bank,
trust company, corporation or association serving as Trustee may have normal
banking and trust relationships with the Depositor, the Master Servicer, the
Special Servicer and their respective Affiliates.

     SECTION 8.07. Resignation and Removal of Trustee.

     (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer and all Certificateholders. Upon receiving such
notice of resignation, the Depositor shall promptly appoint a successor trustee
acceptable to the Depositor by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor
trustee. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer and the Certificateholders by the Depositor. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

     (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or if the Trustee
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control) to timely
deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may



                                     -216-
<PAGE>

remove the Trustee and appoint a successor trustee acceptable to the Depositor
and the Master Servicer by written instrument, in duplicate, which instrument
shall be delivered to the Trustee so removed and to the successor trustee. A
copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer and the Certificateholders by the successor trustee so appointed.

     (c) The Holders of Certificates entitled to 51% of the Voting Rights may at
any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor trustee so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer and the remaining
Certificateholders by the successor trustee so appointed.

     (d) In the event that the Trustee is terminated or removed pursuant to this
Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and in and to the Mortgage Loans shall be
terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent).

     (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

     SECTION 8.08. Successor Trustee.

     (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

     (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.



                                     -217-
<PAGE>

     (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, such successor trustee shall mail notice of the succession of
such trustee hereunder to the Depositor, the Master Servicer, the Special
Servicer and the Certificateholders.

     SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.

     Any entity into which the Trustee or the Fiscal Agent may be merged or
converted, or with which the Trustee or the Fiscal Agent may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Trustee or the Fiscal Agent shall be a party, or any entity succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
or the Fiscal Agent, as the case may be, hereunder, provided such entity shall
be eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

     SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

     (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.



                                     -218-
<PAGE>

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts vested therein pursuant to the
applicable instrument of appointment and this Section 8.10, shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.

     SECTION 8.11. Appointment of Custodians.

     The Trustee may appoint at the Trustee's expense one or more Custodians to
hold all or a portion of the Mortgage Files as agent for the Trustee. Each
Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor, either Mortgage
Loan Seller or any Affiliate of any of them. Neither the Master Servicer nor the
Special Servicer shall have any duty to verify that any such Custodian is
qualified to act as such in accordance with the preceding sentence. The Trustee
may enter into agreements to appoint a Custodian which is not the Trustee,
provided that such agreement: (i) is consistent with this Agreement in all
material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement and, in any event, satisfying the same requirements (including as to
the insurer) as are applicable to any such bond or policy required to be
maintained by the Master Servicer pursuant to Section 3.07.

     SECTION 8.12. Appointment of Authenticating Agents.

     (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of



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America or of any State, authorized under such laws to carry on a trust
business, have a combined capital and surplus of at least $15,000,000, and be
subject to supervision or examination by federal or state authorities. Each
Authenticating Agent shall be subject to the same obligations, standard of care,
protection and indemnities as would be imposed on, or would protect, the Trustee
hereunder. The appointment of an Authenticating Agent shall not relieve the
Trustee from any of its obligations hereunder, and the Trustee shall remain
responsible for all acts and omissions of the Authenticating Agent. In the
absence of any other Person appointed in accordance herewith acting as
Authenticating Agent, the Trustee hereby agrees to act in such capacity in
accordance with the terms hereof. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Authenticating Agent, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Authenticating Agent shall be construed to require that such
notice, information or documentation also be provided to the Trustee.

     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     (c) Any Authenticating Agent appointed in accordance with this Section 8.12
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.

     SECTION 8.13. Appointment of Tax Administrators.

     (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.



                                     -220-
<PAGE>

     (b) Any Person into which any Tax Administrator may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion, or consolidation to which any Tax Administrator shall be a party, or
any Person succeeding to the corporate agency business of any Tax Administrator,
shall continue to be the Tax Administrator without the execution or filing of
any paper or any further act on the part of the Trustee or the Tax
Administrator.

     (c) Any Tax Administrator appointed in accordance with this Section 8.13
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Tax
Administrator.

     SECTION 8.14. Access to Certain Information.

     (a) The Trustee shall afford to the Master Servicer, the Special Servicer
and the Depositor, and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to any documentation regarding the Mortgage Loans within its control that
may be required to be provided by this Agreement or by applicable law. Such
access shall be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Trustee
designated by it.

     (b) The Trustee shall maintain in its possession and, upon reasonable prior
written request and during normal business hours, shall make available at its
offices for review by the Depositor, the Rating Agencies, the Controlling Class
Representative and, subject to the succeeding paragraph, any Certificateholder,
Certificate Owner or Person identified to the Trustee as a prospective
Transferee of a Certificate or an interest therein, originals and/or copies of
the following items: (i) the Prospectus, any private placement memorandum and
any other disclosure document relating to the Certificates, in the form most
recently provided to the Trustee by the Depositor or by any Person designated by
the Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to
the Trustee since the Closing Date and any amendments hereto or thereto; (iii)
all Certificateholder Reports made available to Certificateholders pursuant to
Section 4.02(a) since the Closing Date; (iv) all Annual Performance
Certifications delivered by the Master Servicer and the Special Servicer,
respectively, to the Trustee since the Closing Date; (v) all Annual Accountants'
Reports caused to be delivered by or on behalf of the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (vi) any
and all notices and reports delivered to the Trustee with respect to any
Mortgaged Property as to which the environmental testing contemplated by Section
3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof was not satisfied; (vii) each of the Mortgage



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<PAGE>

Files, including any and all modifications, extensions, waivers and amendments
of the terms of a Mortgage Loan entered into or consented to by the Special
Servicer and delivered to the Trustee pursuant to Section 3.20; (viii) the most
recent appraisal for each Mortgaged Property and REO Property that has been
delivered to the Trustee (each appraisal obtained hereunder with respect to any
Mortgaged Property or REO Property to be delivered to the Trustee by the Master
Servicer or Special Servicer, as applicable, promptly following its having been
obtained); (ix) any and all Officer's Certificates and other evidence delivered
to or by the Trustee to support its, the Master Servicer's, the Special
Servicer's or the Fiscal Agent's, as the case may be, determination that any
Advance was (or, if made, would be) a Nonrecoverable Advance; (x) any and all
information provided to the Trustee pursuant to Section 6.11(a); (xi) the
Schedule of Exceptions to Mortgage File Delivery prepared by the Trustee
pursuant to Section 2.02(a) and any exception report prepared by the Trustee
pursuant to Section 2.02(b); (xii) all notices of a breach of representation and
warranty given by or received by the Trustee with respect to any party hereto;
and (xiii) any Officer's Certificate delivered to the Trustee by the Special
Servicer in connection with a Final Recovery Determination pursuant to Section
3.09(h). The Trustee shall provide copies of any and all of the foregoing items
upon written request of any of the parties set forth in the previous sentence;
however, except in the case of the Rating Agencies, the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies. Upon the reasonable request of any
Certificateholder, or any Certificate Owner identified to the Trustee to the
Trustee's reasonable satisfaction, the Trustee shall request from the Master
Servicer copies (at the expense of such Certificateholder or Certificate Owner
if the Master Servicer or Special Servicer charges a fee to cover the reasonable
cost of making such copies available) of any inspection reports prepared by the
Master Servicer or the Special Servicer, copies of any operating statements,
rent rolls and financial statements obtained by the Master Servicer or the
Special Servicer and copies of any CMSA Operating Statement Analysis Reports and
CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special
Servicer; and, upon receipt, the Trustee shall make such items available to the
requesting Certificateholder or Certificate Owner.

     In connection with providing access to or copies of the items described in
the preceding paragraph, the Trustee shall require: (i) in the case of
Certificateholders and Certificate Owners, a written confirmation executed by
the requesting Person substantially in the form of Exhibit L-1 (or in such other
form as may be reasonably acceptable to the Trustee) generally to the effect
that such Person is a Certificateholder or a beneficial holder of Book-Entry
Certificates and will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (ii) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit L-2 (or in such other form as may be
reasonably acceptable to the Trustee) generally to the effect that such Person
is a prospective purchaser of a Certificate or an interest therein, is
requesting the information for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential.

     (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).



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     SECTION 8.15. Reports to the Securities and Exchange Commission and Related
                   Reports.

     (a) With respect to the Trust's fiscal year 2002 (and with respect to any
subsequent fiscal year for the Trust, if as of the beginning of such subsequent
fiscal year, the Registered Certificates are held (directly or, in the case of
Registered Certificates held in book-entry form, through the Depository) by at
least 300 Holders and/or Depository Participants having accounts with the
Depository), the Trustee shall:

          (i) during such fiscal year, in accordance with the Exchange Act, the
     rules and regulations promulgated thereunder and applicable "no-action
     letters" issued by the Commission, prepare for filing, execute and properly
     and timely file with the Commission monthly, with respect to the Trust, a
     Current Report on Form 8-K with copies of the Distribution Date Statements,
     Mortgage Pool Data Update Reports and, to the extent delivered to the
     Trustee, all Servicer Reports and such other servicing information
     identified by the Master Servicer or the Special Servicer, in writing, to
     be filed with the Commission (such other servicing information, the
     "Additional Designated Servicing Information");

          (ii) during such fiscal year, (A) monitor for and promptly notify the
     Depositor of the occurrence or existence of any of the matters identified
     in Section 11.11(a) and/or Section 8.15(b) (in each case to the extent that
     a Responsible Officer of the Trustee has actual knowledge thereof), (B)
     cooperate with the Depositor in obtaining all necessary information in
     order to prepare a Current Report on Form 8-K reporting any such matter in
     accordance with the Exchange Act, the rules and regulations promulgated
     thereunder and applicable "no-action letters" issued by the Commission, and
     (C) prepare for filing, execute and promptly file with the Commission a
     Current Report on Form 8-K disclosing any such matter;

          (iii) at the reasonable request of, and in accordance with the
     reasonable directions of, the Certifying Party (as defined in Section
     8.15(d)), prepare for filing, execute and promptly file with the Commission
     an amendment to any Current Report on Form 8-K previously filed with the
     Commission with respect to the Trust; and

          (iv) within 90 days following the end of such fiscal year, prepare and
     properly and timely file with the Commission, with respect to the Trust, an
     Annual Report on Form 10-K, which complies in all material respects with
     the requirements of the Exchange Act, the rules and regulations promulgated
     thereunder and applicable "no-action letters" issued by the Commission;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within fifteen (15) days
following the Closing Date) a Current Report on Form 8-K reporting the
establishment of the Trust and whereby this Agreement is filed as an exhibit.
Each of the other parties to this Agreement shall deliver to the Trustee in the
format required (or readily convertible into the format required) for electronic
filing via the EDGAR system, any and all items (including, in the case of the
Master Servicer and the Special Servicer, all Servicer Reports and Additional
Designated Servicing



                                     -223-
<PAGE>

Information delivered to the Trustee) contemplated to be filed with the
Commission pursuant to this Section 8.15(a).

     All Current Reports on Form 8-K and Annual Reports on Form 10-K that are to
be filed with respect to the Trust pursuant to this Section 8.15(a)
(collectively, including the exhibits thereto, the Exchange Act Reports"),
exclusive of the initial Current Report on Form 8-K contemplated by clause (y)
of the proviso to the first sentence of the preceding paragraph, which is to be
executed by the Depositor, are (together with the exhibits thereto) herein
referred to as the "Subsequent Exchange Act Reports". The Trustee shall have no
liability to the Certificateholders or the Trust with respect to any failure to
properly prepare or file any of the Subsequent Exchange Act Reports to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.

     (b) At all times during the Trust's fiscal year 2002 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in book-entry
form, through the Depository) by at least 300 Holders and/or Depository
Participants having accounts with the Depository, at all times during such other
fiscal year), the Trustee shall monitor for the occurrence or existence of any
of the following matters:

          (i) any failure of the Trustee to make any monthly distributions to
     the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the Distribution Date Statements and/or Servicer Reports filed
     with the Commission or has not otherwise been reported to the Depositor
     pursuant to any other section of this Agreement;

          (ii) any acquisition or disposition by the Trust of a Mortgage Loan or
     an REO Property, which acquisition or disposition has not otherwise been
     reflected in the Distribution Date Statements and/or Servicer Reports filed
     with the Commission or has not otherwise been reported to the Depositor
     pursuant to any other section of this Agreement;

          (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Mortgage
     Loans and REO Properties), other than in the normal course of business;

          (iv) any change in the fiscal year of the Trust;

          (v) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of the Trust, to which the Trust (or
     any party to this Agreement on behalf of the Trust) is a party or of which
     any property included in the Trust Fund is subject, or any threat by a
     governmental authority to bring any such legal proceedings;

          (vi) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     or pertaining to the Trust or any party to this Agreement, or any actions
     by or on behalf of the Trust or any party to this Agreement indicating its
     bankruptcy, insolvency or inability to pay its obligations; and

          (vii) any change in the rating or ratings assigned to any Class of
     Certificates not otherwise reflected in the Certificateholder Reports filed
     with the Commission;

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal



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<PAGE>

proceedings of which property included in the Trust Fund is subject or of any
material legal proceedings threatened by a governmental authority is limited
(except where the Trustee received information regarding such proceeding from
the Master Servicer or the Special Servicer pursuant to the next paragraph) to
circumstances where it would be reasonable for the Trustee to identify such
property as an asset of, or as securing an asset of, the Trust or such
threatened proceedings as concerning the Trust and (2) no Responsible Officer of
the Trustee shall be deemed to have actual knowledge of the matters described in
clauses (vi) and (vii) of this Section 8.15(b) unless (x) any such matter
contemplated in clause (vi) occurred or related specifically to the Trust or (y)
such Responsible Officer was notified in a written instrument addressed to it.

     Further, each other party to this agreement shall promptly notify the
Trustee of the occurrence or existence of any of the forgoing matters in this
Section 8.15(b) of which a Servicing Officer (in the case of the Master Servicer
or the Special Servicer), a Responsible Officer (in the case of the Fiscal
Agent) or a senior officer (in the case of the Depositor) thereof has actual
knowledge.

     (c) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2002), the Registered Certificates are held (directly or, in the
case of Registered Certificates held in book-entry form, through the Depository)
by less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust suspending all reporting requirements under the Exchange Act.

     (d) As and to the extent required by the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification or certifications as comply in form and substance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (such
certification(s), individually and collectively, the "Sarbanes-Oxley
Certification"; any party hereto whose officer is to sign, in accordance with
the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, all
or part of any Sarbanes-Oxley Certification with respect to the Trust, a
"Certifying Party"; and any officer who is to sign, in accordance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, all or
part of any Sarbanes-Oxley Certification, a "Certifying Officer").

     (e) The Depositor, the Trustee and the Master Servicer agree to negotiate
in good faith regarding which of them is the appropriate entity to be the
Certifying Party with respect to any Sarbanes-Oxley Certification (or, if the
Depositor, the Master Servicer and the Trustee reasonably determine that the
Commission will accept a Sarbanes-Oxley Certification with respect to the Trust
in the form of multiple certifications individually covering separate matters
but collectively covering all information required under applicable law to be
included in such Sarbanes-Oxley Certification, which of them is the appropriate
entity to be the Certifying Party with respect to any particular portion of such
Sarbanes-Oxley Certification) filed in connection with the Trust, taking into
account all relevant factors, including the prevalent practice in the commercial
mortgage securitization industry and the relative knowledge of the respective
parties relating to the subject matter of such Sarbanes-Oxley Certification, and
as between the Trustee and the Depositor, which of them is the appropriate party
to execute each Annual Report on Form 10-K with respect to the Trust; provided
that no officer of the Trustee shall be responsible for being the sole signatory
of the Sarbanes-Oxley Certification (as a collective whole) to be filed as part
of an Annual Report on Form 10-K relating to the Trust. In connection with the
filing of



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any Annual Report on Form 10-K with respect to the Trust as contemplated by
Section 8.15(a), each Certifying Party shall, no later than 10 days prior to the
date on which the Trustee has indicated its intention to file such report, cause
its Certifying Officer to execute and deliver to the Trustee, with respect to
the Trust, for filing with such Annual Report on Form 10-K, the Sarbanes-Oxley
Certification that is to be included as part of such Annual Report on Form 10-K
(exclusive of any certification constituting part of such Sarbanes-Oxley
Certification that is to be executed and delivered by the Certifying Officer of
another Certifying Party as and to the extent permitted by the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder).

     (f) No later than five Business Days (or, in the case of an Annual Report
on Form 10-K, 20 days) prior to any filing of a Subsequent Exchange Act Report
that is to be made with respect to the Trust as contemplated by Section 8.15(a),
the Trustee shall deliver a copy of such report, together with all exhibits
thereto, for review by the Depositor and the Special Servicer. Promptly upon
receipt of any such report and the accompanying exhibits, the Depositor and the
Special Servicer shall promptly (and in any event within two Business Days)
review such report and the accompanying exhibits and notify the Trustee of any
material misstatements or omissions relating thereto (including any that would
prevent it from delivering any of the certifications applicable to it that are
contemplated by subsections (g) through (i) below) that come to its attention,
which material misstatements or omissions the Trustee shall correct (with
written evidence of such correction to be sent to the Depositor, the Master
Servicer and the Special Servicer) prior to the filing of such report and the
accompanying exhibits.

     (g) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust, unless the Trustee is to be the Certifying Party with respect to the
matters set forth below in this Section 8.15(g), the Trustee shall cause the
appropriate officer of the Trustee (i.e., the officer thereof that would have
qualified as a Certifying Officer) to execute and deliver to each Certifying
Party and Certifying Officer a certification (a "Trustee Certification"), which
Trustee Certification (i) shall include a statement acknowledging that the
officer of the Trustee signing such certification has reviewed all Subsequent
Exchange Act Reports to be covered by the subject Sarbanes-Oxley Certification,
(ii) shall state, based on the knowledge of the officer of the Trustee that is
signing such certification, and assuming the accuracy of the statements required
to be made in the corresponding Master Servicer Certification pursuant to clause
(ii) of the first sentence of Section 8.15(h) and in the corresponding Special
Servicer Certification pursuant to clause (ii) of the first sentence of Section
8.15(i) (in each case, to the extent that such statements are relevant to the
statements made in the subject Trustee Certification pursuant to this clause
(ii)), that the information in the Subsequent Exchange Act Reports to be covered
by such Sarbanes-Oxley Certification relating to distributions on and/or
characteristics (including Certificate Principal Balances, Certificate Notional
Amounts and Pass-Through Rates) of the Certificates, taken as a whole, does not
contain any untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by the subject Annual Report on Form 10-K, (iii) shall state, based on
the knowledge of the officer of the Trustee signing such certification, that the
information in the Subsequent Exchange Act Reports to be covered by such
Sarbanes-Oxley Certification relating to distributions on and/or characteristics
(including Certificate Principal Balances, Certificate Notional Amounts and
Pass-Through Rates) of the Certificates includes all information of such type
required to be included in the Distribution Date Statement for the relevant
period covered by the subject Annual Report on Form 10-K and (iv) shall state,
based on the knowledge of the officer of the Trustee signing such certification,
that the information in the Subsequent Exchange Act Reports to be covered by
such Sarbanes-Oxley



                                     -226-
<PAGE>

Certification includes all Servicer Reports and Additional Designated Servicing
Information provided to the Trustee by the Master Servicer and/or the Special
Servicer hereunder. The Trustee shall indemnify and hold harmless each
Certifying Party and Certifying Officer to whom it delivers any Trustee
Certification for all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys' fees and expenses) resulting from a breach of
any certification made in such Trustee Certification, as well as any other
losses, claims, damages, costs and expenses (including reasonable attorneys'
fees and expenses) incurred by such Certifying Party or Certifying Officer, as
the case may be, in connection with the execution and delivery of the subject
Sarbanes-Oxley Certification resulting from the negligence, bad faith or willful
misfeasance of the Trustee in connection with the performance by the Trustee of
its duties hereunder.

     (h) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust, unless the Master Servicer is to be the Certifying Party with respect
to the matters set forth below in this Section 8.15(h), the Master Servicer
shall cause the appropriate officer of the Master Servicer (i.e., the officer
thereof that would have qualified as a Certifying Party) to execute and deliver
to each Certifying Party and Certifying Officer a certification (a "Master
Servicer Certification"), which Master Servicer Certification (i) shall include
a statement acknowledging that the officer of the Master Servicer signing such
certification has reviewed all the Servicer Reports and Additional Designated
Servicing Information delivered by the Master Servicer to the Trustee for
inclusion in the Subsequent Exchange Act Reports to be covered by the subject
Sarbanes-Oxley Certification, (ii) shall state, based on the knowledge of the
officer of the Master Servicer that is signing such certification, and assuming
the accuracy of the statements required to be made in the corresponding Special
Servicer Certification pursuant to clause (ii) of the first sentence of Section
8.15(i) and in the corresponding Depositor Certification pursuant to clause (ii)
of the first sentence of Section 8.15(j) (in each case, to the extent that such
statements are relevant to the statements made in the subject Master Servicer
Certification pursuant to this clause (ii)), that the information in the
Servicer Reports and Additional Designated Servicing Information delivered by
the Master Servicer to the Trustee for inclusion in the Subsequent Exchange Act
Reports to be covered by such Sarbanes-Oxley Certification relating to servicing
information, including information relating to actions of the Master Servicer
and/or payments and other collections on and characteristics of the Mortgage
Loans and REO Properties, taken as a whole, does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading as of the last day of the period covered by the
subject Annual Report on Form 10-K, (iii) shall state, based on the knowledge of
the officer of the Master Servicer signing such certification, and assuming the
accuracy of the statements required to be made in the corresponding Special
Servicer Certification pursuant to clause (iii) of the first sentence of Section
8.15(i) and in the corresponding Depositor Certification pursuant to clause (ii)
of the first sentence of Section 8.15(j) (in each case, to the extent that such
statements are relevant to the statements made in the subject Master Servicer
Certification pursuant to this clause (iii)), that the information in the
Servicer Reports and Additional Designated Servicing Information delivered by
the Master Servicer to the Trustee for inclusion in the Subsequent Exchange Act
Reports to be covered by such Sarbanes-Oxley Certification relating to servicing
information, including information relating to actions of the Master Servicer
and/or payments and other collections on and characteristics of the Mortgage
Loans and REO Properties, includes all information of such type required to be
provided by the Master Servicer to the Trustee under this Agreement for the
relevant period covered by the subject Annual Report on Form 10-K, (iv) shall
state that the officer of the Master Servicer signing such certification is
responsible for reviewing the activities performed by the Master Servicer under
this Agreement and, based upon the



                                     -227-
<PAGE>

review required under this Agreement, and except as disclosed in the subject
Annual Report on Form 10-K, the Master Servicer has fulfilled its obligations
under this Agreement, and (v) the officer of the Master Servicer signing such
certification has disclosed to the Depositor's certified public accountants and
the accountants that are to deliver the Annual Accountants' Report in respect of
the Master Servicer with respect to the relevant period covered by the subject
Annual Report on Form 10-K all significant deficiencies relating to the Master
Servicer's compliance with the minimum servicing standards in accordance with a
review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in this Agreement. The Master
Servicer shall indemnify and hold harmless each Certifying Party and Certifying
Officer to whom it delivers any Master Servicer Certification for all losses,
liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) resulting from a breach of any certification made
in such Master Servicer Certification, as well as any other losses, claims,
damages, costs and expenses (including reasonable attorneys' fees and expenses)
incurred by such Certifying Party or Certifying Officer, as the case may be, in
connection with the execution and delivery of the subject Sarbanes-Oxley
Certification resulting from the negligence, bad faith or willful misfeasance of
the Master Servicer in connection with the performance by the Master Servicer of
its duties hereunder.

     (i) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust, unless the Special Servicer is to be the Certifying Party with
respect to the matters set forth below in this Section 8.15(i), the Special
Servicer shall cause the appropriate officer of the Special Servicer (i.e., the
officer thereof that would have qualified as a Certifying Party) to execute and
deliver to each Certifying Party and Certifying Officer a certification (a
"Special Servicer Certification"), which Special Servicer Certification (i)
shall include a statement acknowledging that the officer of the Special Servicer
signing such certification has reviewed all Subsequent Exchange Act Reports to
be covered by the subject Sarbanes-Oxley Certification, (ii) shall state, based
on the knowledge of the officer of the Special Servicer that is signing such
certification, that the information in the Subsequent Exchange Act Reports to be
covered by such Sarbanes-Oxley Certification relating to servicing information
in respect of the Specially Serviced Mortgage Loans and the REO Properties, in
each case, if any, including information relating to actions of the Special
Servicer and/or payments and other collections on and characteristics of the
Specially Serviced Mortgage Loans and REO Properties, taken as a whole, does not
contain any untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by the subject Annual Report on Form 10-K, (iii) shall state, based on
the knowledge of the officer of the Special Servicer signing such certification,
that the information in the Subsequent Exchange Act Reports to be covered by
such Sarbanes-Oxley Certification relating to servicing information in respect
of the Specially Serviced Mortgage Loans and the REO Properties, in each case,
if any, including information relating to actions of the Special Servicer and/or
payments and other collections on and characteristics of the Specially Serviced
Mortgage Loans and REO Properties, includes all information of such type
required to be delivered by the Special Servicer to the Master Servicer or the
Trustee under this Agreement for the relevant period covered by the subject
Annual Report on Form 10-K, (iv) shall state that the officer of the Special
Servicer signing such certification is responsible for reviewing the activities
performed by the Special Servicer under this Agreement and, based upon the
review required under this Agreement, and except as disclosed in the subject
Annual Report on Form 10-K, the Special Servicer has fulfilled its obligations
under this Agreement, and (v) the officer of the Special Servicer signing such
certification has disclosed to the Depositor's certified public accountants and
the accountants that are to deliver the Annual Accountants' Report in respect of
the



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Special Servicer with respect to the relevant period covered by the subject
Annual Report on Form 10-K all significant deficiencies relating to the Special
Servicer's compliance with the minimum servicing standards in accordance with a
review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in this Agreement. The Special
Servicer shall indemnify and hold harmless each Certifying Party and Certifying
Officer to whom it delivers any Special Servicer Certification for all losses,
liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) resulting from a breach of any certification made
in such Special Servicer Certification, as well as any other losses, claims,
damages, costs and expenses (including reasonable attorneys' fees and expenses)
incurred by such Certifying Party or Certifying Officer, as the case may be, in
connection with the execution and delivery of the subject Sarbanes-Oxley
Certification resulting from the negligence, bad faith or willful misfeasance of
the Special Servicer in connection with the performance by the Special Servicer
of its duties hereunder.

     (j) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file the Annual Report on Form 10-K with respect to
the Trust for fiscal year 2002, unless the Depositor is to be the Certifying
Party, the Depositor shall cause an officer of the Depositor to execute and
deliver to each Certifying Party and Certifying Officer a certification (a
"Depositor Certification"), which Depositor Certification (i) shall include a
statement acknowledging that the officer of the Depositor signing such
certification has reviewed the Prospectus Supplement and (ii) shall state, based
on the knowledge of the officer of the Depositor that is signing such
certification, that the following sections and parts of the Prospectus
Supplement did not, as of the date thereof or as of the Closing Date, contain
any untrue statement of a material fact regarding the Mortgage Loan Seller
Matters (as defined below) or omit to state any material fact regarding the
Mortgage Loan Seller Matters necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading: "Summary
of Prospectus Supplement--The Underlying Mortgage Loans and the Mortgaged Real
Properties", "Risk Factors--Risks Related to the Underlying Mortgage Loans" and
"Description of the Mortgage Pool" and Annex A-1, Annex A-2, Annex A-3, Annex
A-4, Annex A-5, Annex A-6 and Annex B to the Prospectus Supplement. The
Depositor shall indemnify and hold harmless each Certifying Party and Certifying
Officer to whom it delivers any Depositor Certification for any and all losses,
liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer resulting from a breach of any certification made in such Depositor
Certification. "Mortgage Loan Seller Matters" as used in this Section 8.15(j)
shall mean the description of the Mortgage Loans, the Mortgaged Properties and
the Mortgagors.

     (k) The respective parties hereto agree to cooperate with all reasonable
requests made by any Certifying Party or Certifying Officer in connection with
such Person's attempt to conduct any due diligence that such Person reasonably
believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley
Certification or portion thereof with respect to the Trust.

     (l) Unless the other parties hereto receive written notice from the Trustee
to the contrary, the Trustee hereby certifies that it intends to file any Annual
Report on Form 10-K with respect to the Trust for any particular fiscal year on
the last Business Day that is not more than 90 days following the end of such
fiscal year. Unless an alternative time period is provided for in this
Agreement, the respective parties hereto shall deliver to the Trustee, not more
than 60 days following the end of such fiscal year, any items required to be
delivered by such party that are to be an exhibit to such Annual Report on Form
10-K.



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<PAGE>

     (m) In the event the parties to this Agreement desire to further clarify or
amend any provision of this Section 8.15, this Agreement shall be amended to
reflect the new agreement between the parties covering matters in this Section
8.15 pursuant to Section 11.01, which amendment shall not require any Opinion of
Counsel or Rating Agency confirmations or the consent of any Certificateholder;
provided that no such amendment shall diminish the filing requirements under
this Section 8.15 on the part of the parties to this Agreement, as a collective
whole, in contravention of applicable law.

     SECTION 8.16. Representations and Warranties of Trustee.

     (a) The Trustee hereby represents and warrants to the Master Servicer, the
Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:

          (i) The Trustee is a national banking association duly organized,
     validly existing and in good standing under the laws of the United States
     of America.

          (ii) The execution and delivery of this Agreement by the Trustee, and
     the performance and compliance with the terms of this Agreement by the
     Trustee, will not violate the Trustee's organizational documents or
     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 agreement or other instrument to which it is a party or which is
     applicable to it or any of its assets.

          (iii) Except to the extent that the laws of certain jurisdictions in
     which any part of the Trust Fund may be located require that a co-trustee
     or separate trustee be appointed to act with respect to such property as
     contemplated by Section 8.10, the Trustee has the full power and authority
     to enter into and consummate all transactions contemplated by this
     Agreement, has duly authorized the execution, delivery and performance of
     this Agreement, and has duly executed and delivered this Agreement.

          (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of the Trustee, enforceable against the Trustee in
     accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, moratorium and other laws affecting the
     enforcement of creditors' rights generally, and (B) general principles of
     equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.

          (v) The Trustee is not in violation of, and its execution and delivery
     of this Agreement and its performance and compliance with the terms of this
     Agreement, including, but not limited to, its responsibility to make P&I
     Advances if the Master Servicer fails to make a P&I Advance, will not
     constitute a violation of, any law, any order or decree of any court or
     arbiter, or any order, regulation or demand of any federal, state or local
     governmental or regulatory authority, which violation, in the Trustee's
     good faith and reasonable judgment, is likely to affect materially and
     adversely either the ability of the Trustee to perform its obligations
     under this Agreement or the financial condition of the Trustee.

          (vi) No litigation is pending or, to the best of the Trustee's
     knowledge, threatened against the Trustee that, if determined adversely to
     the Trustee, would prohibit the Trustee from entering into this Agreement
     or, in the Trustee's good faith and reasonable



                                     -230-
<PAGE>


     judgment, is likely to materially and adversely affect either the ability
     of the Trustee to perform its obligations under this Agreement or the
     financial condition of the Trustee.

          (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required for the execution, delivery and
     performance by the Trustee of or compliance by the Trustee with this
     Agreement, or the consummation of the transactions contemplated by this
     Agreement, has been obtained and is effective, except where the lack of
     consent, approval, authorization or order would not have a material adverse
     effect on the performance by the Trustee under this Agreement.

          (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

     (b) The representations and warranties of the Trustee set forth in Section
8.16(a) shall survive the execution and delivery of this Agreement and shall
inure to the benefit of the Persons for whose benefit they were made for so long
as the Trust Fund remains in existence. Upon discovery by any party hereto of
any breach of any of the foregoing representations, warranties and covenants,
the party discovering such breach shall give prompt written notice thereof to
the other parties hereto.

     (c) Any successor Trustee shall be deemed to have made, as of the date of
its succession, each of the representations and warranties set forth in Section
8.16(a), subject to such appropriate modifications to the representation and
warranty set forth in Section 8.16(a)(i) to accurately reflect such successor's
jurisdiction of organization and whether it is a corporation, partnership, bank,
association or other type of organization.

     SECTION 8.17. The Fiscal Agent.

     (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt
rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's
short-term unsecured debt rating is at least "A-1" by S&P) and "AA-" from Fitch,
or, in the case of either Rating Agency, such other rating as shall not result
in an Adverse Rating Event, as confirmed in writing by such Rating Agency.

     (b) To the extent that the Trustee is required, pursuant to the terms of
this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent shall make such Advance when and as required by the terms of this
Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this
Section 8.17(b) or otherwise pursuant to this Agreement, the obligations of the
Trustee under this Agreement in respect of such Advance shall be satisfied.
Notwithstanding anything contained in this Agreement to the contrary, the Fiscal
Agent shall be entitled to all limitations on liability, rights of reimbursement
and indemnities that the Trustee is entitled to hereunder as if it were the
Trustee.

     (c) All fees and expenses of the Fiscal Agent (other than any interest owed
to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal
Agent in connection with the transactions contemplated by this Agreement shall
be borne by the Trustee, and neither the Trustee nor the Fiscal Agent shall be
entitled to reimbursement therefor from any of the Trust Fund, the Depositor,
the Master Servicer or the Special Servicer.



                                     -231-
<PAGE>

     (d) The obligations of the Fiscal Agent set forth in this Section 8.17 or
otherwise pursuant to this Agreement shall exist only for so long as the Trustee
that appointed it (or, in the case of the initial Fiscal Agent, so long as the
initial Trustee) shall act as Trustee hereunder. The Fiscal Agent may resign or
be removed by the Trustee only if and when the existence of such Fiscal Agent is
no longer necessary for such Trustee to satisfy the eligibility requirements of
Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at
such time as the Trustee that appointed it (or, in the case of the initial
Fiscal Agent, at such time as the initial Trustee) resigns or is removed as
Trustee hereunder (in which case the responsibility for appointing a successor
Fiscal Agent shall belong to the successor Trustee, and which appointment the
successor Trustee shall use its best efforts to make, insofar as such
appointment is necessary for such successor Trustee to satisfy the eligibility
requirements of Section 8.06). Any successor fiscal agent so appointed shall be
required to execute and deliver to the other parties hereto a written agreement
to assume and perform the duties of the Fiscal Agent set forth in this
Agreement; provided that no such successor shall become Fiscal Agent hereunder
unless either (i) it satisfies the rating requirements of Section 8.17(a) or
(ii) the Trustee shall have received written confirmation from each Rating
Agency that the succession of such proposed successor fiscal agent would not, in
and of itself, result in an Adverse Rating Event.

     (e) The Trustee shall promptly notify the other parties hereto and the
Certificateholders in writing of the appointment, resignation or removal of any
Fiscal Agent.

     SECTION 8.18. Representations and Warranties of Fiscal Agent.

     (a) The Fiscal Agent hereby represents and warrants to each of the other
parties hereto and for the benefit of the Certificateholders, as the Closing
Date, that:

          (i) The Fiscal Agent is a banking association duly organized, validly
     existing and in good standing under the laws of the Netherlands.

          (ii) The execution and delivery of this Agreement by the Fiscal Agent,
     and the performance and compliance with the terms of this Agreement by the
     Fiscal Agent, will not violate the Fiscal Agent's organizational documents
     or constitute a default (or an event which, with notice or lapse of time,
     or both, would constitute a default) under, or result in a material breach
     of, any material agreement or other instrument to which it is a party or by
     which it is bound.

          (iii) The Fiscal Agent has the full power and authority to enter into
     and consummate all transactions contemplated by this Agreement, has duly
     authorized the execution, delivery and performance of this Agreement, and
     has duly executed and delivered this Agreement.

          (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of the Fiscal Agent, enforceable against the Fiscal
     Agent in accordance with the terms hereof, subject to (A) applicable
     bankruptcy, insolvency, reorganization, moratorium and other laws affecting
     the enforcement of creditors' rights generally, and (B) general principles
     of equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.



                                     -232-
<PAGE>

          (v) The Fiscal Agent is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement will not constitute a violation of, any law, any
     order or decree of any court or arbiter, or any order, regulation or demand
     of any federal, state or local governmental or regulatory authority, which
     violation, in the Fiscal Agent's good faith and reasonable judgment, is
     likely to affect materially and adversely either the ability of the Fiscal
     Agent to perform its obligations under this Agreement or the financial
     condition of the Fiscal Agent.

          (vi) No litigation is pending or, to the best of the Fiscal Agent's
     knowledge, threatened against the Fiscal Agent that, if determined
     adversely to the Fiscal Agent, would prohibit the Fiscal Agent from
     entering into this Agreement or, in the Fiscal Agent's good faith and
     reasonable judgment, is likely to materially and adversely affect either
     the ability of the Fiscal Agent to perform its obligations under this
     Agreement or the financial condition of the Fiscal Agent.

          (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required for the execution, delivery and
     performance by the Fiscal Agent of or compliance by the Fiscal Agent with
     this Agreement, or the consummation of the transactions contemplated by
     this Agreement, has been obtained and is effective, except where the lack
     of consent, approval, authorization or order would not have a material
     adverse effect on the performance by the Fiscal Agent under this Agreement.

     (b) The representations and warranties of the Fiscal Agent set forth in
Section 8.18(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.

     (c) Any successor Fiscal Agent shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 8.18(a) subject to such appropriate modifications to the representations
and warranties set forth in Section 8.18(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.



                                     -233-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage
                   Loans.

     Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer, the Fiscal Agent and the Trustee (other than the obligations
of the Trustee to provide for and make payments to Certificateholders as
hereafter set forth) shall terminate upon payment (or provision for payment):
(i) to the Certificateholders of all amounts held by or on behalf of the Trustee
and required hereunder to be so paid on the Distribution Date following the
earlier to occur of (A) the purchase by the Depositor, Lehman Brothers, the
Special Servicer, any Controlling Class Certificateholder or the Master Servicer
of all Mortgage Loans and each REO Property remaining in the Trust Fund at a
price equal to (1) the sum (x) of the aggregate Purchase Price of all the
Mortgage Loans and (y) the aggregate Appraised Values of any REO Properties then
included in the Trust Fund, minus (2) if the purchaser is the Master Servicer or
the Special Servicer, the aggregate amount of unreimbursed Advances made by such
Person, together with any interest accrued and payable to such Person in respect
of unreimbursed Advances in accordance with Section 3.11(g) and, in the case of
the Master Servicer, Section 4.03(d), and any unpaid servicing compensation
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer or the Special Servicer, as the case may be,
in connection with such purchase), and (B) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property remaining in REMIC I or a Loan REMIC; and (ii) to the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer and the members,
managers, officers, directors, employees and/or agents of each of them of all
amounts which may have become due and owing to any of them hereunder; provided,
however, that in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.

     Each of the Depositor, Lehman Brothers, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class) or the Master Servicer, in that order of
priority (with the Depositor having the most senior priority), may at its option
elect to purchase all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (i) of the preceding paragraph by
giving written notice to the other parties hereto no later than 60 days prior to
the anticipated date of purchase; provided, however, that (i) the aggregate
Stated Principal Balance of the Mortgage Pool at the time of such election is
less than 1.0% of the Initial Pool Balance set forth in the Preliminary
Statement, and (ii) no such Person shall have the right to effect such a
purchase if, within 30 days following its delivery of a notice of election
pursuant to this paragraph, any other such Person with a higher priority shall
give notice of its election to purchase all of the Mortgage Loans and each REO
Property remaining in the Trust Fund and shall thereafter effect such purchase
in accordance with the terms hereof. If the Trust Fund is to be terminated in
connection with the Master Servicer's, the Special Servicer's, a Controlling
Class Certificateholder's, Lehman Brothers' or the Depositor's purchase of all
of the Mortgage Loans and each REO Property remaining in the Trust Fund, the
Master Servicer, the Special Servicer, such Controlling Class Certificateholder,
Lehman Brothers or



                                     -234-
<PAGE>

the Depositor, as applicable, shall deliver to the Trustee not later than the
fifth Business Day preceding the Distribution Date on which the final
distribution on the Certificates is to occur: (x) for deposit in the Custodial
Account, an amount in immediately available funds equal to the above-described
purchase price; and (y) an Opinion of Counsel, at the expense of the party
effecting the purchase, stating that the termination of the Trust satisfies the
requirements of a qualified liquidation under Section 860F of the Code and any
regulations thereunder. In addition, the Master Servicer shall transfer to the
Collection Account all amounts required to be transferred thereto on such Master
Servicer Remittance Date from the Custodial Account pursuant to the first
paragraph of Section 3.04(b), together with any other amounts on deposit in the
Custodial Account that would otherwise be held for future distribution. Upon
confirmation that such final deposits have been made, the Trustee shall release
or cause to be released to the Master Servicer, the Special Servicer, the
purchasing Controlling Class Certificateholder, Lehman Brothers or the
Depositor, as applicable, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished
to it by the Master Servicer, the Special Servicer, the purchasing Controlling
Class Certificateholder, Lehman Brothers or the Depositor, as applicable, as
shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties to the Master Servicer, the Special Servicer, the purchasing
Controlling Class Certificateholder, Lehman Brothers or the Depositor (or their
respective designees), as applicable. Any transfer of Mortgage Loans pursuant to
this paragraph shall be on a servicing-released basis.

     Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders mailed (a) if such notice is given in connection with the
Depositor's, the Master Servicer's, the Special Servicer's, Lehman Brothers' or
a Controlling Class Certificateholder's purchase of the Mortgage Loans and each
REO Property remaining in the Trust Fund, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the eighth day of such month, in each case specifying
(i) the Distribution Date upon which the Trust Fund will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the offices of the Certificate Registrar or such other
location therein designated. The Trustee shall give such notice to the Master
Servicer, the Special Servicer and the Depositor at the time such notice is
given to Certificateholders.

     Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Collection Account that are allocable to payments on the Class of
Certificates so presented and surrendered. Amounts on deposit in the Collection
Account as of the final Distribution Date, exclusive of any portion thereof that
would be payable to any Person in accordance with clauses (ii) through (vi) of
Section 3.05(b), and further exclusive of any portion thereof that represents
Prepayment Premiums, Yield Maintenance Charges, Excess Defeasance Deposit
Proceeds and/or Additional Interest, shall be allocated in the following order
of priority, in each case to the extent of remaining available funds:

          (i) to distributions of interest to the Holders of the respective
     Classes of the Senior Certificates, up to an amount equal to, and pro rata
     in accordance with, all Distributable Certificate Interest in respect of
     each such Class of Certificates for such Distribution Date and, to the
     extent not previously paid, for all prior Distribution Dates;



                                     -235-
<PAGE>

          (ii) to distributions of principal to the Holders of the respective
     Classes of Class A Certificates, up to an amount equal to, and pro rata in
     accordance with, the Class Principal Balance of each such Class of
     Certificates outstanding immediately prior to such Distribution Date;

          (iii) to distributions to the Holders of the respective Classes of
     Class A Certificates, up to an amount equal to, pro rata in accordance
     with, and in reimbursement of, all Realized Losses and Additional Trust
     Fund Expenses, if any, previously allocated to each such Class of
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (iv) to distributions of interest to the Holders of the Class B
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class B Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (v) to distributions of principal to the Holders of the Class B
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class B Certificates outstanding immediately prior to such Distribution
     Date;

          (vi) to distributions to the Holders of the Class B Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class B
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (vii) to distributions of interest to the Holders of the Class C
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class C Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (viii) to distributions of principal to the Holders of the Class C
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class C Certificates outstanding immediately prior to such Distribution
     Date;

          (ix) to distributions to the Holders of the Class C Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class C
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (x) to distributions of interest to the Holders of the Class D
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class D Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xi) to distributions of principal to the Holders of the Class D
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class D Certificates outstanding immediately prior to such Distribution
     Date;

          (xii) to distributions to the Holders of the Class D Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class D
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;



                                     -236-
<PAGE>

          (xiii) to distributions of interest to the Holders of the Class E
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class E Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xiv) to distributions of principal to the Holders of the Class E
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class E Certificates outstanding immediately prior to such Distribution
     Date;

          (xv) to distributions to the Holders of the Class E Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class E
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xvi) to distributions of interest to the Holders of the Class F
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class F Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xvii) to distributions of principal to the Holders of the Class F
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class F Certificates outstanding immediately prior to such Distribution
     Date;

          (xviii) to distributions to the Holders of the Class F Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class F
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xix) to distributions of interest to the Holders of the Class G
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class G Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xx) to distributions of principal to the Holders of the Class G
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class G Certificates outstanding immediately prior to such Distribution
     Date;

          (xxi) to distributions to the Holders of the Class G Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class G
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxii) to distributions of interest to the Holders of the Class H
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class H Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxiii) to distributions of principal to the Holders of the Class H
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class H Certificates outstanding immediately prior to such Distribution
     Date;



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<PAGE>

          (xxiv) to distributions to the Holders of the Class H Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class H
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxv) to distributions of interest to the Holders of the Class J
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class J Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxvi) to distributions of principal to the Holders of the Class J
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class J Certificates outstanding immediately prior to such Distribution
     Date;

          (xxvii) to distributions to the Holders of the Class J Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class J
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxviii) to distributions of interest to the Holders of the Class K
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class K Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxix) to distributions of principal to the Holders of the Class K
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class K Certificates outstanding immediately prior to such Distribution
     Date;

          (xxx) to distributions to the Holders of the Class K Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class K
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxxi) to distributions of interest to the Holders of the Class L
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class L Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxii) to distributions of principal to the Holders of the Class L
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class L Certificates outstanding immediately prior to such Distribution
     Date;

          (xxxiii) to distributions to the Holders of the Class L Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class L
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxxiv) to distributions of interest to the Holders of the Class M
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class M Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;



                                     -238-
<PAGE>

          (xxxv) to distributions of principal to the Holders of the Class M
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class M Certificates outstanding immediately prior to such Distribution
     Date;

          (xxxvi) to distributions to the Holders of the Class M Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class M
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxxvii) to distributions of interest to the Holders of the Class N
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class N Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxviii)to distributions of principal to the Holders of the Class N
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class N Certificates outstanding immediately prior to such Distribution
     Date;

          (xxxix) to distributions to the Holders of the Class N Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class N
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xl) to distributions of interest to the Holders of the Class P
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class P Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xli) to distributions of principal to the Holders of the Class P
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class P Certificates outstanding immediately prior to such Distribution
     Date;

          (xlii) to distributions to the Holders of the Class P Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class P
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xliii) to distributions of interest to the Holders of the Class Q
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class Q Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xliv) to distributions of principal to the Holders of the Class Q
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class Q Certificates outstanding immediately prior to such Distribution
     Date;

          (xlv) to distributions to the Holders of the Class Q Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class Q
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;



                                     -239-
<PAGE>

          (xlvi) to distributions of interest to the Holders of the Class S
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class S Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xlvii) to distributions of principal to the Holders of the Class S
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class S Certificates outstanding immediately prior to such Distribution
     Date;

          (xlviii) to distributions to the Holders of the Class S Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class S
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xlix) to distributions of interest to the Holders of the Class T
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class T Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (l) to distributions of principal to the Holders of the Class T
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class T Certificates outstanding immediately prior to such Distribution
     Date;

          (li) to distributions to the Holders of the Class T Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class T
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (lii) to distributions of interest to the Holders of the Class U
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class U Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (liii) to distributions of principal to the Holders of the Class U
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class U Certificates outstanding immediately prior to such Distribution
     Date;

          (liv) to distributions to the Holders of the Class U Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class U
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (lv) to distributions to the Holders of the Class R-III Certificates,
     up to an amount equal to the excess, if any, of (A) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j), over (B) the aggregate
     distributions made in respect of the Regular Interest Certificates on such
     Distribution Date pursuant to clauses (i) through (liv) above;

          (lvi) to distributions to the Holders of the Class R-II Certificates,
     up to an amount equal to the excess, if any, of (A) the aggregate
     distributions (other than distributions of



                                     -240-
<PAGE>

     Net Prepayment Consideration) deemed made in respect of the REMIC I Regular
     Interests on such Distribution Date pursuant to Section 4.01(k), over (B)
     the aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC II Regular Interests on
     such Distribution Date pursuant to Section 4.01(j);

          (lvii) to make distributions to the Holders of the Class R-LR
     Certificates, up to an amount equal to the excess, if any, of (A) that
     portion of the Available Distribution Amount for such Distribution Date
     that is allocable to the Early Defeasance Mortgage Loans and/or any related
     REO Properties, over (B) the aggregate distributions (other than
     distributions of Net Prepayment Consideration) deemed made in respect of
     the Loan REMIC Regular Interests on such Distribution Date pursuant to
     Section 4.01(l); and

          (lviii) to distributions to the Holders of the Class R-I Certificates,
     up to an amount equal to the balance, if any, of the Available Distribution
     Amount for such Distribution Date remaining after the distributions to be
     made on such Distribution Date pursuant to clauses (i) through (lvii)
     above.

     All distributions of interest made in respect of the Class X-CP
Certificates and the Class X-CL Certificates on the final Distribution Date
pursuant to clause (i) above, shall be deemed to have been made, in the case of
each such Class, in respect of the respective REMIC III Components of such
Class, pro rata in accordance with the respective amounts of Distributable
Component Interest in respect of such REMIC III Components for such Distribution
Date and, to the extent not previously deemed paid pursuant to Section 4.01(a),
for all prior Distribution Dates.

     Any Prepayment Premiums, Yield Maintenance Charges and Excess Defeasance
Deposit Proceeds on deposit in the Collection Account as of the final
Distribution Date (net of any Workout Fees and/or Liquidation Fees payable
therefrom) shall be distributed among the Holders of the Class X-CL, Class A-1,
Class A-2, Class A-3, Class A-4, Class A-1b, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J and Class K Certificates in accordance with
Section 4.01(c).

     Any amounts representing Additional Interest on deposit in the Collection
Account as of the Final Distribution Date shall be distributed to the Holders of
the Class V Certificates in accordance with Section 4.01(d).

     Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery



                                     -241-
<PAGE>

of such second notice, all of the Certificates shall not have been surrendered
for cancellation, then, subject to applicable law, the Trustee shall distribute
to the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject hereto.

     All actual distributions on the respective Classes of REMIC III
Certificates on the final Distribution Date in accordance with foregoing
provisions of this Section 9.01 shall be deemed to first have been distributed
from REMIC I to REMIC II on the various REMIC I Regular Interests in accordance
with Section 4.01(k) and then from REMIC II to REMIC III on the various REMIC II
Regular Interests in accordance with Section 4.01(j).

     SECTION 9.02. Additional Termination Requirements.

     (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as provided
in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be
terminated in accordance with the following additional requirements, unless the
Person effecting such purchase obtains at its own expense and delivers to the
Trustee and the Tax Administrator, an Opinion of Counsel, addressed to the
Trustee and the Tax Administrator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event:

          (i) the Tax Administrator shall specify the first day in the 90-day
     liquidation period in a statement attached to the final Tax Return for each
     REMIC Pool pursuant to Treasury regulation section 1.860F-1 and shall
     satisfy all requirements of a qualified liquidation under Section 860F of
     the Code and any regulations thereunder as set forth in the Opinion of
     Counsel obtained pursuant to Section 9.01 from the party effecting the
     purchase of all the Mortgage Loans and REO Property remaining in the Trust
     Fund;

          (ii) during such 90-day liquidation period and at or prior to the time
     of making of the final payment on the Certificates, the Trustee shall sell
     all of the assets of REMIC I and the Loan REMICs to the Master Servicer,
     Lehman Brothers, the purchasing Controlling Class Certificateholder, the
     Special Servicer or the Depositor, as applicable, for cash; and

          (iii) at the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Certificateholders in accordance with
     Section 9.01 all cash on hand (other than cash retained to meet claims),
     and each REMIC Pool shall terminate at that time.

     The foregoing requirements of this Section 9.02 shall apply, mutatis
mutandis, to the repurchase of an Early Defeasance Mortgage Loan and liquidation
of the related Loan REMIC if the defeasance proceeds are less than the Purchase
Price of the Early Defeasance Mortgage Loan, the Mortgagor notifies the Master
Servicer of its intent to partially defease the Early Defeasance Mortgage Loan
or the Mortgagor is to tender other collateral that does not constitute a cash
amount equal to or greater than the Purchase Price of the Early Defeasance
Mortgage Loan, under the circumstances described in Sections 2.03(d) and
2.03(e).



                                     -242-
<PAGE>

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Tax Administrator to specify the 90-day liquidation period for
each REMIC Pool, which authorization shall be binding upon all successor
Certificateholders.



                                     -243-
<PAGE>

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

     SECTION 10.01. REMIC Administration.

     (a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC
under the Code and, if necessary, under applicable state law. Such election will
be made on Form 1066 or other appropriate federal or state Tax Returns for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued.

     (b) Each Loan REMIC Regular Interest is hereby designated as the "regular
interest" (within the meaning of Section 860G(a)(1) of the Code) in the related
Loan REMIC. The REMIC I Regular Interests, the REMIC II Regular Interests and
the Regular Interest Certificates (or, in the case of the Class X-CP and Class
X-CL Certificates, each of the REMIC III Components of each such Class) are
hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I, REMIC II and REMIC III, respectively. The
Class R-LR Certificates will evidence the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in each Loan REMIC. The
Class R-I Certificates, the Class R-II Certificates and the Class R-III
Certificates are hereby designated as the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC I, REMIC II and
REMIC III, respectively. None of the Master Servicer, the Special Servicer or
the Trustee shall (to the extent within its control) permit the creation of any
other "interests" in the Loan REMICs, REMIC I, REMIC II or REMIC III (within the
meaning of Treasury regulation section 1.860D-1(b)(1)).

     (c) The Closing Date is hereby designated as the "startup day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

     (d) The related Plurality Residual Interest Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
REMIC Pool, and shall act on behalf of the related REMIC in relation to any tax
matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

     (e) For purposes of Treasury regulation section 1.860G-1(a)(4)(iii), the
related Legal Final Distribution Date has been designated the "latest possible
maturity date" of each Loan REMIC Regular Interest, each REMIC I Regular
Interest, each REMIC II Regular Interest and each Class of Regular Interest
Certificates (or, in the case of the Class X-CP and Class X-CL Certificates,
each REMIC III Component of each such Class).

     (f) Except as otherwise provided in Section 3.17(a) and subsections (i) and
(j) below, the Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each REMIC Pool (but not including any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to the Trust
Fund



                                     -244-
<PAGE>

that involve the IRS or state tax authorities which extraordinary expenses
shall be payable or reimbursable to the Tax Administrator from the Trust Fund
(exclusive of the Grantor Trusts Assets), unless otherwise provided in Section
10.01(i) or 10.01(j)).

     (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

     (h) The Tax Administrator shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of each
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

     (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of any REMIC Pool as a REMIC,
or (ii) except as provided in Section 3.17(a), result in the imposition of a tax
upon any REMIC Pool (including, but not limited to, the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) or result in
the imposition of a tax on "net income from foreclosure property" as defined in
Section 860G(c) of the Code (any such endangerment of REMIC status or, except as
provided in Section 3.17(a), imposition of a tax, an "Adverse REMIC Event"),
unless the Tax Administrator has obtained or received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust
Fund if the Tax Administrator seeks to take such action or to refrain from
acting for the benefit of the Certificateholders)



                                     -245-
<PAGE>

to the effect that the contemplated action will not result in an Adverse REMIC
Event or an Adverse Grantor Trust Event. None of the other parties hereto shall
take any action or fail to take any action (whether or not authorized hereunder)
as to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse REMIC Event or an Adverse Grantor Trust Event could result from such
action or failure to act. In addition, prior to taking any action with respect
to any REMIC Pool, or causing any REMIC Pool to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the Tax Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event or an Adverse Grantor Trust Event to occur. The Tax Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund or the Trustee. At all
times as may be required by the Code, the Tax Administrator shall make
reasonable efforts to ensure that substantially all of the assets of each REMIC
Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of
the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.

     (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Lehman Mortgage Loans did not, at the time of their
transfer to REMIC I or the related Loan REMIC, constitute a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code; or (vi) the Trust Fund, excluding
the portion thereof constituting the Grantor Trust, in all other instances. Any
tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)
shall be charged to and paid by the Trust Fund (exclusive of the Grantor Trust
Assets). Any such amounts payable by the Trust Fund shall be paid by the Trustee
upon the written direction of the Tax Administrator out of amounts on deposit in
the Collection Account in reduction of the Available Distribution Amount
pursuant to Section 3.05(b).

     (k) The Tax Administrator shall, for federal income tax purposes, maintain
books and records with respect to each REMIC Pool on a calendar year and on an
accrual basis.

     (l) Following the Startup Day, none of the Trustee, the Master Servicer and
the Special Servicer shall accept any contributions of assets to any REMIC Pool
unless it shall have received an Opinion of Counsel (at the expense of the party
seeking to cause such contribution and in no event at the expense of the Trust
Fund or the Trustee) to the effect that the inclusion of such assets in such
REMIC Pool will not cause: (i) such REMIC Pool to fail to qualify as a REMIC at
any time that



                                      -246-
<PAGE>

any Certificates are outstanding; or (ii) the imposition of any tax on such
REMIC Pool under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

     (m) None of the Trustee, the Master Servicer and the Special Servicer shall
consent to or, to the extent it is within the control of such Person, permit:
(i) the sale or disposition of any of the Mortgage Loans (except in connection
with (A) the default or reasonably foreseeable material default of a Mortgage
Loan, including, but not limited to, the sale or other disposition of a
Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of any REMIC Pool, (C) the termination of any REMIC Pool pursuant to Article IX
of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or as
contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Custodial Account or the REO Account for
gain; or (iii) the acquisition of any assets for any REMIC Pool (other than a
Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure or
otherwise in respect of a defaulted Mortgage Loan and other than Permitted
Investments acquired in connection with the investment of funds in the Custodial
Account or the REO Account); in any event unless it has received an Opinion of
Counsel (at the expense of the party seeking to cause such sale, disposition, or
acquisition but in no event at the expense of the Trust Fund or the Trustee) to
the effect that such sale, disposition, or acquisition will not cause: (x) any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding; or (y) the imposition of any tax on any REMIC Pool under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

     (n) Except as permitted by Section 3.17(a), none of the Trustee, the Master
Servicer and the Special Servicer shall enter into any arrangement by which any
REMIC Pool will receive a fee or other compensation for services nor permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.

     SECTION 10.02. Grantor Trust Administration.

     (a) The Tax Administrator shall treat the Grantor Trust, for tax return
preparation purposes, as a grantor trust under the Code and, if necessary, under
applicable state law and will file appropriate federal or state Tax Returns for
each taxable year ending on or after the last day of the calendar year in which
the Certificates are issued.

     (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Grantor Trust Assets in the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

     (c) The Tax Administrator shall prepare, sign and file all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership



                                     -247-
<PAGE>

Interest in a Certificate. Such form shall be prepared in sufficient detail to
enable reporting on the cash or accrual method of accounting, as applicable, and
to report on such Certificateholder's fiscal year if other than the calendar
year. The other parties hereto shall provide on a timely basis to the Tax
Administrator or its designee such information with respect to the Grantor Trust
as is in its possession and reasonably requested by the Tax Administrator to
enable it to perform its obligations under this Section 10.02. Without limiting
the generality of the foregoing, the Depositor, within ten days following the
Tax Administrator's request therefor, shall provide in writing to the Tax
Administrator such information as is reasonably requested by the Tax
Administrator for tax purposes, and the Tax Administrator's duty to perform its
reporting and other tax compliance obligations under this Section 10.02 shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the Tax Administrator to
perform such obligations.

     (d) The Tax Administrator shall perform on behalf of the Grantor Trust all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the IRS or any state or local taxing authority, including the furnishing to
Certificateholders of the schedules described in Section 10.01(c).

     (e) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions or
result in the imposition of a tax upon the Grantor Trust or its assets or
transactions (any such endangerment or imposition, an "Adverse Grantor Trust
Event"), unless the Tax Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the Tax Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Tax
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the Tax Administrator
or the Trustee.

     (f) If any tax is imposed on the Grantor Trust, such tax, together with all
incidental costs and expenses (including penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the Tax Administrator, if such tax
arises out of or results from a breach by the Tax Administrator of any of its
obligations under this Section 10.02; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Section



                                     -248-
<PAGE>


10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust in all other instances.



                                     -249-
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01. Amendment.

     (a) This Agreement may be amended from time to time by the mutual agreement
of the parties hereto, without the consent of any of the Certificateholders, (i)
to cure any ambiguity, (ii) to correct, modify or supplement any provision
herein which may be inconsistent with any other provision herein or with the
description thereof in the Prospectus or the Prospectus Supplement, (iii) to add
any other provisions with respect to matters or questions arising hereunder
which shall not be inconsistent with the existing provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions if
the REMIC Provisions are amended or clarified such that any such requirement may
be relaxed or eliminated, (v) to relax or eliminate any requirement imposed by
the Securities Act or the rules thereunder if the Securities Act or those rules
are amended or clarified so as to allow for the relaxation or elimination of
that requirement; (vi) as evidenced by an Opinion of Counsel delivered to the
Master Servicer, the Special Servicer and the Trustee, either (A) to comply with
any requirements imposed by the Code or any successor or amendatory statute or
any temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any such proposed action which, if made effective, would apply
retroactively to any of the REMIC Pools or the Grantor Trust at least from the
effective date of such amendment, or (B) to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any REMIC Pool or the Grantor
Trust; (vii) as provided in Section 5.02(d)(iv), to modify, add to or eliminate
any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii) to otherwise
modify or delete existing provisions of this Agreement; or (ix) to amend any
provision of Section 8.15 as contemplated by Section 8.15(m); provided that such
amendment (other than any amendment for any of the specific purposes described
in clauses (i), (ii), (iv), (v), (vi), (vii) and (ix) above) shall not adversely
affect in any material respect the interests of any Certificateholder, as
evidenced by either an Opinion of Counsel delivered to the Trustee and each
other party hereto to such effect or, in the case of a Class of Certificates to
which a rating has been assigned by one or more Rating Agencies, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event; and provided, further,
that such amendment shall not significantly change the activities of the Trust
(insofar as such change would adversely affect the status of the Trust as a
"qualifying special-purpose entity" under FASB 140).

     (b) This Agreement may also be amended from time to time by the agreement
of the parties hereto with the consent of the Holders of Certificates entitled
to at least 66-2/3% of the Voting Rights allocated to the affected Classes for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received or advanced on Mortgage Loans which are required to be distributed on
any Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in the immediately
preceding clause (i) without the consent of the Holders of all Certificates of
such Class, (iii) significantly change the activities of the Trust (insofar as
such change would adversely affect the status of the Trust as a "qualifying
special-purpose entity" under



                                     -250-
<PAGE>

FASB 140) without the consent of the Holders of Certificates entitled to 51% of
all the Voting Rights (without regard to Certificates held by the Depositor or
any of the Depositor's Affiliates and/or agents), (iv) modify the provisions of
this Section 11.01, without the consent of the Holders of all Certificates then
outstanding, (v) modify the provisions of Section 3.20 or the Servicing
Standard, without the consent of the Holders of all Regular Interest
Certificates then outstanding, or (vi) modify the specified percentage of Voting
Rights which are required to be held by Certificateholders to consent, approve
or object to any particular action pursuant to any provision of this Agreement
without the consent of the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01(b),
Certificates registered in the name of any party hereto or any Affiliate thereof
shall be entitled to the same Voting Rights with respect to matters described
above as they would if any other Person held such Certificates, so long as the
subject amendment does not relate to increasing its rights or reducing or
limiting its obligations hereunder as a party to this Agreement.

     (c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall first have
obtained or been furnished with an Opinion of Counsel (at the expense of the
party seeking such amendment) addressed to the Trustee and each other party
hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on any
REMIC Pool pursuant to the REMIC Provisions, cause any REMIC Pool to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust within the meaning of the Grantor Trust Provisions at any time that any
Certificates are outstanding and (ii) such amendment complies in all material
respects with the provisions of this Section 11.01.

     (d) Promptly after the execution of any such amendment, the Trustee shall
send a copy thereof to each Certificateholder.

     (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

     (f) Each of the Master Servicer, the Special Servicer and the Trustee may
but shall not be obligated to enter into any amendment pursuant to this section
that affects its rights, duties and immunities under this Agreement or
otherwise.

     (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Master Servicer, the Special Servicer or the Trustee requests
any amendment of this Agreement that protects or is in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 11.01(a) or (c) shall be payable out
of the Custodial Account, in the case of the Master Servicer and the Special
Servicer, pursuant to Section 3.05(a), or out of the Collection Account, in the
case of the Trustee, pursuant to Section 3.05(b).



                                     -251-
<PAGE>

     SECTION 11.02. Recordation of Agreement; Counterparts.

     (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund, but only upon direction
accompanied by an Opinion of Counsel (the cost of which may be paid out of the
Custodial Account pursuant to Section 3.05(a)) to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

     (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

     SECTION 11.03. Limitation on Rights of Certificateholders.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) The Certificateholders (except as expressly provided for herein) shall
not have any right to vote or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

     (c) None of the Certificateholders shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Person previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of



                                     -252-
<PAGE>

all Certificateholders. For the protection and enforcement of the provisions of
this section, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

     SECTION 11.04. Governing Law; Consent to Jurisdiction.

     This Agreement will be governed by and construed in accordance with the
laws of the State of New York, applicable to agreements negotiated, made and to
be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City
with respect to matters arising out of or relating to this Agreement; (ii)
agrees that all claims with respect to such action or proceeding may be heard
and determined in such New York State or federal courts; (iii) waives the
defense of an inconvenient forum; and (iv) agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

     SECTION 11.05. Notices.

     Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given when delivered to: (i) in the case of the Depositor, Structured Asset
Securities Corporation II, 745 Seventh Avenue, New York, New York 10019,
Attention: Scott Lechner--LB-UBS Commercial Mortgage Trust 2002-C7, facsimile
number: (646) 758-4203; (ii) in the case of the Master Servicer, Wachovia Bank,
National Association, 8739 Research Drive, URP4, Charlotte, North Carolina
28262-1075, Attention: LB-UBS Mortgage Trust 2002-C7; facsimile number: (704)
593-7735; (iii) in the case of the Special Servicer, Lennar Partners, Inc., 1601
Washington Avenue, Suite 800, Miami Beach, Florida 33139, facsimile number:
(305) 695-5500; (iv) in the case of the Trustee, LaSalle Bank National
Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial
Mortgage Trust 2002-C7, facsimile number: (312) 904-2084; (v) in the case of the
Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Asset-Backed Securities Trust Services Group--LB-UBS
Commercial Mortgage Trust 2002-C7, facsimile number: (312) 904-2084; (vi) in the
case of the Underwriters, (A) Lehman Brothers, Inc., 745 Seventh Avenue, New
York, New York 10019, Attention: Scott Lechner--LB-UBS Commercial Mortgage Trust
2002-C7, facsimile number: (646) 758-4203, and (B) UBS Warburg LLC, 1285 Avenue
of the Americas, New York, New York 10019, Attention: Ahmed Alali, facsimile
number: (212) 713-2099, with a copy to Robert C. Dinerstein, General Counsel;
(vii) in the case of the Rating Agencies, (A) Fitch Ratings, Inc., One State
Street Plaza, 31st Floor, New York, New York 10004, Attention: Commercial
Mortgage Surveillance, facsimile number: (212) 635-0466, and (B) Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 10th Floor, New York, New York 10004, Attention: CMBS Surveillance
Department, facsimile number: (212) 438-2662; and (viii) in the case of the
Fiscal Agent, to the Trustee on behalf of the Fiscal Agent; or, as to each such
Person, such other address as may hereafter be furnished by such Person to the
parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register.



                                     -253-
<PAGE>

     SECTION 11.06. Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 11.07. Grant of a Security Interest.

     The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Mortgage
Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for
a loan, however, the Depositor and the Trustee agree that it is their intent
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor and the Trustee also
intend and agree that, in such event, (i) in order to secure performance of the
Depositor's obligations hereunder and payment of the Certificates, the Depositor
shall be deemed to have granted, and does hereby grant, to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets constituting the Trust Fund, including
the Mortgage Loans, all principal, interest and other amounts received or
receivable with respect to the Mortgage Loans (other than principal and interest
payments due and payable prior to the Cut-off Date, other than any Principal
Prepayments received on or prior to the Cut-off Date and other than the Retained
Assumption Fee), all amounts held from time to time in the Custodial Account,
the Collection Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Account and, if established, the REO Account and the Defeasance Deposit
Account and any and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to such Mortgage Loans, and (ii) this
Agreement shall constitute a security agreement under applicable law. The
Depositor shall file or cause to be filed, as a precautionary filing, a Form
UCC-1 substantially in the form attached as Exhibit J hereto in the State of
Delaware promptly following the initial issuance of the Certificates, and the
Trustee shall prepare, execute and file at each such office, with the consent of
the Depositor hereby given, continuation statements with respect thereto, in
each case within six months prior to the fifth anniversary of the immediately
preceding filing. The Depositor shall cooperate in a reasonable manner with the
Trustee and the Master Servicer in preparing and filing such continuation
statements. This Section 11.07 shall constitute notice to the Trustee pursuant
to any of the requirements of the UCC.

     SECTION 11.08. Streit Act.

     Any provisions required to be contained in this Agreement by Section 126 of
Article 4-A of the New York Real Property Law are hereby incorporated herein,
and such provisions shall be in addition to those conferred or imposed by this
Agreement; provided, however, that to the extent that such Section 126 shall not
have any effect, and if said Section 126 should at any time be repealed or cease
to apply to this Agreement or be construed by judicial decision to be
inapplicable, said Section 126 shall cease to have any further effect upon the
provisions of this Agreement. In case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real
Property Law, such mandatory provisions of said Article 4-A shall prevail,
provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this



                                     -254-
<PAGE>

Agreement or be construed by judicial decision to be inapplicable, such
mandatory provisions of such Article 4-A shall cease to have any further effect
upon the provisions of this Agreement.

     SECTION 11.09. Successors and Assigns; Beneficiaries.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. The UBS
Mortgage Loan Seller shall be a third-party beneficiary to this Agreement solely
with respect to its right to receive the Retained Assumption Fee and the
provisions hereof limiting waivers, modifications and amendments to the terms of
the Harcourt Complex Mortgage Loan relating to the Initial Harcourt Complex
Assumption Fee. Each Underwriter shall be a third party beneficiary to this
Agreement solely with respect to its right to receive the reports, statements
and other information to which it is entitled hereunder, to preserve such
Underwriter's rights under Sub-Servicing Agreements as contemplated by Section
3.22(d) and, in the case of Lehman Brothers, to terminate the Trust Fund
pursuant to Section 9.01. Each of the Sub-Servicers that is a party to a
Sub-Servicing Agreement in effect on the Closing Date (or being negotiated as of
the Closing Date and in effect within 90 days thereafter) shall be a third party
beneficiary to obligations of a successor Master Servicer under Section 3.22,
provided that the sole remedy for any claim by a Sub-Servicer as a third party
beneficiary pursuant to this Section 11.09 shall be against a successor Master
Servicer solely in its corporate capacity and no Sub-Servicer shall have any
rights or claims against the Trust Fund or any party hereto (other than a
successor Master Servicer in its corporate capacity as set forth in this Section
11.09) as a result of any rights conferred on such Sub-Servicer as a third party
beneficiary pursuant to this Section 11.09. This Agreement may not be amended in
any manner that would materially and adversely affect the rights of any such
third-party beneficiary without its consent. No other Person, including any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

     SECTION 11.10. Article and Section Headings.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

     SECTION 11.11. Notices to Rating Agencies.

     (a) The Trustee shall promptly provide notice to each Rating Agency with
respect to each of the following of which it has actual knowledge:

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Event of Default that has not been cured;

          (iii) the resignation or termination of the Fiscal Agent, the Master
     Servicer or the Special Servicer;

          (iv) the repurchase of Mortgage Loans by the Depositor pursuant to
     Section 2.03;

          (v) any change in the location of the Collection Account or the
     Interest Reserve Account;



                                     -255-
<PAGE>

          (vi) the final payment to any Class of Certificateholders; and

          (vii) any sale or disposition of any Mortgage Loan or REO Property.

     (b) The Master Servicer shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

          (i) the resignation or removal of the Trustee; and

          (ii) any change in the location of the Custodial Account.

     (c) The Special Servicer shall furnish each Rating Agency with respect to a
Specially Serviced Mortgage Loan such information as the Rating Agency shall
reasonably request and which the Special Servicer can reasonably provide in
accordance with applicable law, with copies to the Trustee.

     (d) To the extent applicable, each of the Master Servicer and the Special
Servicer shall promptly furnish to each Rating Agency copies of the following
items:

          (i) each of its annual statements as to compliance described in
     Section 3.13;

          (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14; and

          (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.11(h) or 4.03(c).

     (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

     (f) The Trustee shall promptly deliver to each Rating Agency a copy of each
of the statements and reports described in Section 4.02(a) that is prepared by
it.

     (g) Each of the Trustee, the Master Servicer and the Special Servicer shall
provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

     SECTION 11.12. Global Opinions.

     Notwithstanding anything herein to the contrary, where any party hereto is
required or permitted to rely upon an Opinion of Counsel with respect to any
particular matter, such Opinion of Counsel need not specifically reference such
particular matter, but rather such Opinion of Counsel may address general
matters of law in respect of nonspecific circumstances which clearly encompass
the facts of such particular matter (any such Opinion of Counsel, a "Global
Opinion"); provided that no Global Opinion may be relied upon if it is more than
12 months old or if the subject party has reason to believe that such Global
Opinion no longer expresses a correct legal opinion.



                                     -256-
<PAGE>

     SECTION 11.13. Complete Agreement.

     This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.



                                     -257-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.

                                    STRUCTURED ASSET SECURITIES
                                    CORPORATION II
                                      Depositor

                                    By:  /s/ Tracy Dembicer
                                         ---------------------------------------
                                    Name: Tracy Dembicer
                                    Title: Senior Vice President

                                    WACHOVIA BANK, NATIONAL ASSOCIATION
                                      Master Servicer

                                    By:  /s/ David F. Sisom
                                         ---------------------------------------
                                    Name: David F. Sisom
                                    Title: Vice President

                                    LENNAR PARTNERS, INC.
                                      Special Servicer

                                    By:  /s/ Jeffrey P. Krasnoff
                                         ---------------------------------------
                                    Name: Jeffrey P. Krasnoff
                                    Title: President

                                    LASALLE BANK NATIONAL ASSOCIATION
                                      Trustee

                                    By:  /s/ Barbara L. Marik
                                         ---------------------------------------
                                    Name: Barbara L. Marik
                                    Title: Vice President

                                    ABN AMRO BANK N.V.
                                      Fiscal Agent

                                    By:  /s/ Barbara L. Marik
                                         ---------------------------------------
                                    Name: Barbara L. Marik
                                    Title: Vice President

                                    By:  /s/ Cynthia Reis
                                         ---------------------------------------
                                    Name: Cynthia Reis
                                    Title: First Vice President

<PAGE>



STATE OF NEW YORK                              )
                                               )  ss.:
COUNTY OF NEW YORK                             )

     On the 24th day of December, 2002, before me, a notary public in and for
said State, personally appeared Tracy Dembicer, known to me to be an Authorized
Signatory of STRUCTURED ASSET SECURITIES CORPORATION II, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                         /s/ Pamela Kane
                                        ----------------------------------------
                                        Notary Public

[Notarial Seal]


<PAGE>


STATE OF NORTH CAROLINA                        )
                                               )  ss.:
COUNTY OF MECKLENBURG                          )

     On the 19th day of December, 2002, before me, a notary public in and for
said State, personally appeared David F. Sisom, known to me to be a Vice
President of WACHOVIA BANK, NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                    /s/ Katrina Schwarting
                                    --------------------------------------------
                                    Notary Public

[Notarial Seal]


<PAGE>


STATE OF FLORIDA                               )
                                               )  ss.:
COUNTY OF MIAMI-DADE                           )

                  On the 23rd day of December, 2002, before me, the undersigned,
a Notary Public in and for the State of Florida, duly commissioned and sworn,
personally appeared Jeffrey P. Krasnoff, to me personally known, who, by me duly
sworn, did depose and acknowledge before me and say that he resides at 1601
Washington Avenue, Miami Beach, Florida 33139; that he is the President of
LENNAR PARTNERS, INC., a Florida corporation, the corporation described in and
that executed the foregoing instrument; and that he signed his name thereto
under authority of the Board of Directors of said corporation and on behalf of
said corporation.

     WITNESS my hand and seal hereto affixed the day and year first above
written.

                                    /s/ Lisa D. Robinson
                                    --------------------------------------------
                                    Notary Public

[Notarial Seal]


<PAGE>


STATE OF ILLINOIS                              )
                                               )  ss.:
COUNTY OF COOK                                 )

     On the 27th day of December, 2002, before me, a notary public in and for
said State, personally appeared Barbara L. Marik, known to me to be a Vice
President of LASALLE BANK NATIONAL ASSOCIATION, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                    /s/ Kathryn Hawkinson
                                    --------------------------------------------
                                    Notary Public

[Notarial Seal]


<PAGE>


STATE OF ILLINOIS                              )
                                               )  ss.:
COUNTY OF COOK                                 )

     On the 27th day of December, 2002, before me, a notary public in and for
said State, personally appeared Barbara L. Marik, Vice President and Cynthia
Reis, First Vice President, respectively, of ABN AMRO BANK N.V., one of the
entities that executed the within instrument, and also known to me to be the
persons who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                    /s/ Kathryn Hawkinson
                                    --------------------------------------------
                                    Notary Public

[Notarial Seal]

<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE


                                 [SEE ATTACHED]


<PAGE>

<TABLE>
<CAPTION>
   MORTGAGE LOAN NUMBER     PROPERTY NAME
<S>                         <C>
             1              The Capitol at Chelsea
             2              Union Bank Plaza
             3              Westfield Shoppingtown Independence
             4              205 East 42nd Street
             5              Two Fordham Square
             6              655 Third Avenue
             7              Ballston Tower
             8              675 Third Avenue
             9              Embassy Suites Lake Tahoe
            10              Harcourt Complex
            11              Camden Creekside
            12              300 East Fordham Road
            13              Camden Harbor
            14              Moreno Valley Plaza
            15              Fox Pointe Apartments
            16              Kaufman Astoria 14
            17              Windsor at Flagstone
            18              Banner Building
            19              Plaza 2020 Office Building
            20              Park Place by the Bay
            21              Village Park Mayfield
            22              McFadden Industrial Center
            23              Grandin Ridge Apartments
            24              Can Am Seven
            25              Shoppes at Beaver Creek
            26              Beltway Marketplace
            27              20100 South Western
            28              University Plaza
            29              The Colonial Building
            30              Winfield Park Apartments
            31              O'Connor Meltzer Industrial Portfolio
            32              Best Western Ocean View Resort
            33              Guarantee Financial Center
            34              Galleria Oaks Apartments
            35              Northwest One
            36              Uptown Square
            37              Matthews Crossing Shopping Center
            38              Civic Towers
            39              Strathmore Estates Apartments
            40              Shoppes of Arch Creek
            41              Green View Apartments
            42              Brick Professional Plaza
            43              425 East 61st Street
            44              1000 Van Ness Parking Garage
            45              Kay Realty Building
            46              Self Storage Depot
            47              Millwood Business Center
            48              179 & 183 Corporate Crossings
            49              Southern Hills Apartments
            50              Colony Club Apartments
            51              Amyclae Business Center
            52              Jogani Multifamily Portfolio - Park View Apartments
            53              Westwood Center
            54              Shute Park Plaza
            55              Metro 400 Building
            56              100 South Street
            57              Venice Art Block
            58              South Jefferson Industrial
            59              Royal Megansett Nursing and Retirement Home
            60              Jogani Multifamily Portfolio - Park Pointe Apartments
            61              Ivanhoe Apartments
            62              Stonecrest Parc Shopping Center
            63              Atlanta Airport Plaza
            64              Rite Aid - Rosamond
            65              Hauppauge Corporate Center
            66              Chase Bank Building
            67              Foxglove Apartments
            68              Storquest Self Storage
            69              Walgreens Boca Raton
            70              Walgreens Columbus
            71              Doral Distribution Center
            72              Walgreens Indianapolis
            73              Hutton Centre
            74              Southlake Marketplace Phase I
            75              Jogani Multifamily Portfolio - Shadow Springs Apartments
            76              High Point Apartments
            77              Rodeo Park Plaza
            78              Walgreens Alabama
            79              Nyberg Creek Crossing
            80              Pasadena Medical Office
            81              Merry Oaks Apartments
            82              Pic 'N' Save
            83              Olympic Building
            84              Heritage Apartments
            85              Eckerd Wappingers Falls
            86              Crosswoods Commons
            87              Eckerd Burlington
            88              Self Storage Company
            89              Eckerd Tampa
            90              831 Third Avenue
            91              Maplewood Apartments
            92              2401 Van Buren Street and 2435 Van Buren Street
            93              Tropicana - Topaz Plaza
            94              Hawthorn Place Townhomes
            95              Maine Multifamily Portfolio - Washington House Apartments
            96              UC Mini Storage
            97              Eckerd Highpoint
            98              Sandy Oaks
            99              Abbott Manor Apartments and Oasis Apartments
            100             Rite Aid - Barboursville
            101             Central Plaza Shopping Center
            102             Wichita Falls Shopping Center
            103             Four Seasons Apartments
            104             Rite Aid - Lafayette
            105             Stanley Crossing
            106             Champion Apartments
            107             2019 Jackson Street
            108             450 78th Street
            109             Hollis Medical Building
            110             Walmart Supercenter Outparcel
            111             Maine Multifamily Portfolio - Sherwood Forest Apartments
            112             2700 Johnson Street
            113             Maine Multifamily Portfolio - Meadowbrook Apartments
            114             Maine Multifamily Portfolio - Lisbon Village Apartments
            115             Maine Multifamily Portfolio - Island Apartments




<CAPTION>
   MORTGAGE LOAN NUMBER        ADDRESS                                                                     CITY               STATE
<S>                            <C>                                                                         <C>                <C>
             1                 55 West 26 Street (at Avenue of the Americas)                               New York           NY
             2                 445 South Figueroa Street                                                   Los Angeles        CA
             3                 3500 Orleander Drive                                                        Wilmington         NC
             4                 201-205 East 42nd Street                                                    New York           NY
             5                 2501 Grand Concourse                                                        Bronx              NY
             6                 655 Third Avenue                                                            New York           NY
             7                 671 North Glebe Road                                                        Arlington          VA
             8                 675 Third Avenue                                                            New York           NY
             9                 4130 South Lake Tahoe Boulevard                                             South Lake Tahoe   CA
            10                 19500 Bulverde Road                                                         San Antonio        TX
            11                 8857 Creekside Way                                                          Highlands Ranch    CO
            12                 300 East Fordham Road                                                       Bronx              NY
            13                 9000 Las Vegas Boulevard South                                              Las Vegas          NV
            14                 23583-23965 Sunnymead Boulevard, 12591-12595 Heacock Street                 Moreno Valley      CA
            15                 14402-14403 Pavillion Pointe Drive                                          Houston            TX
            16                 35-39 37th Street                                                           Astoria            NY
            17                 2002 Flagstone Drive                                                        Madison            AL
            18                 1701 Research Boulevard                                                     Rockville          MD
            19                 2020 Camino Del Rio North                                                   San Diego          CA
            20                 915 N.W 1st Avenue                                                          Miami              FL
            21                 919 Aintree Park Drive                                                      Mayfield Village   OH
            22                 1669-1815 Wilshire Avenue, 1714-1790 McFadden Avenue, 1261-1277 Lyon Street Santa Ana          CA
            23                 Various                                                                     Various            MS
            24                 3301 and 3303 Terminal Drive                                                Raleigh            NC
            25                 2772-2760 North Fairfield Road                                              Beaver Creek       OH
            26                 NE Intersection of South Eastern Avenue & Serene Avenue                     Henderson          NV
            27                 20100 South Western Avenue                                                  Los Angeles        CA
            28                 2405 Bay Area Boulevard                                                     Houston            TX
            29                 560 Northern Boulevard                                                      Great Neck         NY
            30                 7700 Corporate Drive                                                        Houston            TX
            31                 Various                                                                     Various            NY
            32                 414 North Prom                                                              Seaside            OR
            33                 1310-1330 East Shaw Avenue                                                  Fresno             CA
            34                 5151 Richmond Avenue                                                        Houston            TX
            35                 13100 Northwest Freeway                                                     Houston            TX
            36                 1415 Highway 85 North                                                       Fayetteville       GA
            37                 10046 East Independence Boulevard                                           Charlotte          NC
            38                 1855 Northwest 15th Avenue                                                  Miami              FL
            39                 601 Cresent Drive                                                           Savannah           GA
            40                 13110-13300 Biscayne Boulevard                                              Miami              FL
            41                 10011 South Nob Hill Circle                                                 Tamarac            FL
            42                 1608 Route 88                                                               Brick              NJ
            43                 425 East 61st Street                                                        New York           NY
            44                 1000 Van Ness Avenue                                                        San Francisco      CA
            45                 5673-5691 Broadway                                                          Riverdale          NY
            46                 4801 West Hillsboro Boulevard                                               Coconut Creek      FL
            47                 358 Saw Mill River Road                                                     Millwood           NY
            48                 179 & 183 Sully's Trail                                                     Perinton           NY
            49                 1094 Craft Road & 1087 Whitaker Drive                                       Memphis            TN
            50                 446 Conradi Street                                                          Tallahassee        FL
            51                 1201-1204 Agora Place                                                       Bel Air            MD
            52                 511 South Park View Street                                                  Los Angeles        CA
            53                 2180 Westwood Boulevard                                                     Los Angeles        CA
            54                 1001 SE Tualatin Valley Highway                                             Hillsboro          OR
            55                 4301 Garden City Drive                                                      Landover           MD
            56                 100 South Street                                                            Providence         RI
            57                 1201-1285 Electric Avenue                                                   Venice             CA
            58                 1550, 1560, 1566 & 1578 Bowcroft Street                                     Los Angeles        CA
            59                 209 County Road                                                             Falmouth           MA
            60                 211 South Lafayette Park Place                                              Los Angeles        CA
            61                 8900 Park Lane                                                              Dallas             TX
            62                 7200 Stonecrest Parkway                                                     Lithonia           GA
            63                 470-510 Plaza Drive                                                         Atlanta            GA
            64                 2547 West Rosamond Boulevard                                                Rosamond           CA
            65                 380 Town Line Road & 601 Veteran's Memorial Highway                         Hauppauge          NY
            66                 3200 Broadway Boulevard                                                     Garland            TX
            67                 210 West Redd Road                                                          El Paso            TX
            68                 6310 West Union Hills Drive                                                 Glendale           AZ
            69                 3900 North Federal Highway                                                  Boca Raton         FL
            70                 3015 East Livingston                                                        Columbus           OH
            71                 10400 Northwest 33rd Street                                                 Miami              FL
            72                 6191 North Keystone Avenue                                                  Indianapolis       IN
            73                 2 Hutton Centre                                                             Santa Ana          CA
            74                 SEQ Southlake Boulevard & Davis Boulevard                                   Southlake          TX
            75                 38110 5th Street East                                                       Palmdale           CA
            76                 411 Chapel Drive                                                            Tallahassee        FL
            77                 1661, 1663 South Val Vista Drive                                            Gilbert            AZ
            78                 3025 Allison Bonnet Memorial Drive                                          Hueytown           AL
            79                 7552-7698 SW Nyberg Street                                                  Tualatin           OR
            80                 65 North Madison Avenue                                                     Pasadena           CA
            81                 150 Rustleaf Avenue                                                         San Antonio        TX
            82                 7151 Vassar Avenue                                                          Los Angeles        CA
            83                 9478 West Olympic Boulevard                                                 Beverly Hills      CA
            84                 2175 Frankford Avenue                                                       Panama City        FL
            85                 1604 Route 9                                                                Wappingers Falls   NY
            86                 110-158 East Hutchinson Avenue                                              Columbus           OH
            87                 2127 Chapel Hill Road                                                       Burlington         NC
            88                 2531 Sawtelle Boulevard                                                     Los Angeles        CA
            89                 7920 Gunn Highway                                                           Tampa              FL
            90                 831 Third Avenue                                                            New York           NY
            91                 200 South Central Avenue                                                    Nanuet             NY
            92                 Various                                                                     Hollywood          FL
            93                 2615-2635 Tropicana Avenue                                                  Las Vegas          NV
            94                 2300 Hawthorn Drive                                                         Lawrence           KS
            95                 809 Washington Street                                                       Bath               ME
            96                 4601 Shattuck Avenue                                                        Oakland            CA
            97                 1691 Westchester Drive                                                      High Point         NC
            98                 1525 Sandy Lane                                                             Fort Worth         TX
            99                 Various                                                                     Various            FL
            100                6401 US Route 60 East                                                       Barboursville      WV
            101                9880-9914 Colerain Avenue                                                   Cincinnati         OH
            102                2600 Central Expressway North                                               Wichita Falls      TX
            103                630 West Virginia Street                                                    Tallahassee        FL
            104                509 College Street                                                          Lafayette          TN
            105                SWC of Southlake Boulevard & Davis Boulevard                                Southlake          TX
            106                9270 East Bay Harbor Drive                                                  Bay Harbor Islands FL
            107                2019 Jackson Street                                                         Hollywood          FL
            108                450 78th Street                                                             Brooklyn           NY
            109                190-02 Jamaica Avenue                                                       Jamaica            NY
            110                2213 South Loop 256                                                         Palestine          TX
            111                3 and 20 Mountain View Road                                                 Skowhegan          ME
            112                2700 Johnson Street                                                         Hollywood          FL
            113                6-44 Meadowbrook Road                                                       Livermore Falls    ME
            114                9 Gartely Street                                                            Lisbon             ME
            115                2 Island Avenue                                                             Fairfield          ME


<CAPTION>
   MORTGAGE LOAN NUMBER           ZIP CODE      CUT-OFF DATE BALANCE        MONTHLY P&I PAYMENT   MORTGAGE RATE
<S>                               <C>          <C>                         <C>                    <C>
             1                       10010          105,000,000.00               473,029.86           5.3320
             2                       90071           75,000,000.00               345,355.90           5.4500
             3                       28403           74,000,000.00               427,809.61           5.6640
             4                       10017           52,000,000.00               296,556.62           5.5400
             5                       10468           49,908,575.60               299,775.26           6.0000
             6                       10017           44,500,000.00               253,784.03           5.5400
             7                       22203           41,208,935.41               247,314.59           6.0000
             8                       10017           40,000,000.00               228,120.48           5.5400
             9                       96150           36,550,000.00               232,596.24           5.8700
            10                       78259           30,500,000.00               188,310.08           6.0800
            11                       80126           23,600,000.00               105,282.22           5.2800
            12                       10464           20,979,134.34               126,040.66           6.0100
            13                       89123           20,864,000.00                93,076.62           5.2800
            14                       92553           19,000,000.00               123,233.64           6.7500
            15                       77083           18,700,000.00                99,018.70           4.8800
            16                       11101           18,000,000.00               120,905.07           7.0950
            17                       35758           16,607,840.89                97,106.52           5.7500
            18                       20850           16,000,000.00                95,928.08           6.0000
            19                       92108           15,600,000.00                98,705.23           6.5100
            20                       33136           15,599,636.67               101,360.79           6.6900
            21                       44143           14,783,586.07                83,383.93           5.4300
            22                       92705           14,223,944.05                85,435.95           6.0000
            23                     Various           13,613,638.80                79,599.34           5.7500
            24                       27604           12,283,212.31                81,977.69           6.3600
            25                       45431           11,307,212.43                99,575.18           7.8930
            26                       89014           11,171,925.01                71,308.00           6.5700
            27                       90501           10,165,832.84                63,868.40           6.4100
            28                       77058            9,824,597.97                61,870.54           6.4400
            29                       11021            9,800,000.00                56,631.07           5.6600
            30                       77036            9,525,061.85                52,658.15           5.2500
            31                     Various            8,991,623.79                56,001.21           6.3500
            32                       97138            8,971,940.31                67,684.42           7.7000
            33                       93710            8,908,497.55                53,223.32           5.9500
            34                       77056            8,500,000.00                51,235.36           6.0500
            35                       77040            7,891,907.17                46,605.33           5.8500
            36                       30214            7,792,235.06                46,764.94           6.0000
            37                       28105            7,786,459.21                47,924.53           6.2300
            38                       33125            7,475,000.00                46,512.12           6.3500
            39                       31404            7,300,000.00                45,661.93           6.4000
            40                       33181            6,900,000.00                41,947.44           6.1300
            41                       33321            6,590,000.00                38,667.03           5.8000
            42                       08724            6,560,000.00                39,838.04           6.1200
            43                       10021            6,250,000.00                44,173.70           7.0000
            44                       94109            6,138,754.79                36,872.36           6.0000
            45                       10463            6,000,000.00                37,122.72           6.2960
            46                       33073            5,983,877.90                36,943.03           6.2500
            47                       10546            5,794,496.73                35,711.60           6.2500
            48                       14534            5,784,190.69                37,369.48           6.0000
            49                       38116            5,600,000.00                33,863.40           6.0800
            50                       32304            5,491,381.44                33,643.56           5.4600
            51                       21014            5,471,472.23                40,465.81           7.4500
            52                       90057            5,450,000.00                32,291.07           5.8900
            53                       90025            5,275,226.81                33,373.19           6.5000
            54                       97123            5,236,194.01                32,667.37           6.3500
            55                       20785            5,090,143.53                29,762.22           5.7500
            56                       02903            5,035,827.83                33,362.17           6.9500
            57                       90291            4,995,844.60                33,030.40           6.9300
            58                       90016            4,995,255.81                30,785.86           6.2500
            59                       02556            4,854,041.67                43,684.83           9.5000
            60                       90057            4,800,000.00                28,439.85           5.8900
            61                       75231            4,545,249.52                26,552.56           5.7500
            62                       30038            4,491,303.12                26,260.78           5.7500
            63                       30349            4,488,166.27                28,000.61           6.3500
            64                       93560            4,343,200.75                35,121.92           6.5700
            65                       11788            4,245,562.73                24,801.85           5.7500
            66                       75043            4,196,369.69                27,185.31           6.7300
            67                       79932            3,991,837.39                22,711.56           5.5000
            68                       85308            3,789,187.14                23,906.04           5.7500
            69                       33432            3,760,717.81                21,989.03           5.7500
            70                       43209            3,698,885.11                23,296.42           6.4500
            71                       33172            3,671,579.72                22,867.16           6.3500
            72                       46220            3,606,736.51                22,817.66           6.5000
            73                       92707            3,591,035.12                22,991.72           6.6000
            74                       76092            3,514,257.51                22,248.79           6.5000
            75                       93550            3,500,000.00                20,737.39           5.8900
            76                       32304            3,494,515.36                21,409.64           5.4600
            77                       85296            3,446,499.29                20,463.21           5.9000
            78                       35023            3,321,875.40                20,580.85           6.3000
            79                       97062            3,300,000.00                19,700.38           5.9600
            80                       91101            3,293,470.49                25,092.01           6.7500
            81                       78242            3,268,418.61                18,578.06           5.5000
            82                       91303            3,035,485.10                20,109.98           6.9500
            83                       90212            2,992,195.82                18,765.18           6.4000
            84                       32405            2,895,455.67                17,739.33           5.4600
            85                       12590            2,852,635.78                19,997.54           7.5000
            86                       43235            2,797,169.66                16,643.67           5.9200
            87                       27215            2,707,666.74                17,577.01           6.7500
            88                       90064            2,655,242.72                17,154.52           6.0000
            89                       33625            2,629,000.00                17,490.80           7.0000
            90                       10022            2,545,839.94                16,117.74           6.5000
            91                       10954            2,318,000.00                14,423.42           6.3500
            92                       33020            2,270,000.00                13,319.29           5.8000
            93                       89120            2,245,996.67                15,185.41           6.5000
            94                       66047            2,240,000.00                14,091.98           5.7500
            95                       04530            2,198,000.00                18,101.34           6.2200
            96                       94609            2,134,245.78                13,318.28           5.6500
            97                       27262            2,075,000.00                13,805.03           7.0000
            98                       76112            1,997,911.87                11,671.46           5.7500
            99                       33154            1,995,000.00                11,705.00           5.8000
            100                      25504            1,982,774.72                16,814.46           7.0700
            101                      45251            1,938,348.12                14,780.16           7.7900
            102                      76306            1,898,108.54                11,391.46           6.0000
            103                      32304            1,697,336.08                10,398.92           5.4600
            104                      37083            1,590,584.35                12,862.49           6.5700
            105                      76092            1,373,675.97                 8,561.96           6.3500
            106                      33154            1,350,000.00                 7,912.17           5.8000
            107                      33020            1,290,000.00                 7,569.11           5.8000
            108                      11209            1,257,944.44                 7,964.06           6.5000
            109                      11423            1,148,231.01                 7,458.88           6.7500
            110                      75801            1,039,050.65                 6,539.35           6.4500
            111                      04254              983,000.00                 8,095.37           6.2200
            112                      33020              920,000.00                 5,398.13           5.8000
            113                      04254              809,000.00                 6,662.41           6.2200
            114                      04250              676,000.00                 5,567.11           6.2200
            115                      04437              634,000.00                 6,644.04           6.2200



<CAPTION>
   MORTGAGE LOAN NUMBER  REMAINING TERM TO MATURITY     MATURITY-ARD     REMAINING AMORTIZATION TERM       INTEREST ACCRUAL BASIS
<S>                      <C>                           <C>               <C>                               <C>
             1                       120                 1/11/2013                  N/A                            Act/360
             2                        59                11/11/2007                  N/A                            Act/360
             3                       120                12/11/2012                  360                            Act/360
             4                       120                12/11/2012                  360                            Act/360
             5                       118                10/11/2012                  358                            Act/360
             6                       120                12/11/2012                  360                            Act/360
             7                        59                11/11/2007                  359                            Act/360
             8                       120                12/11/2012                  360                            Act/360
             9                        60                12/11/2007                  300                            Act/360
            10                       118                10/11/2012                  340                            Act/360
            11                        61                 1/11/2008                  N/A                            Act/360
            12                       119                11/11/2012                  359                            Act/360
            13                        61                 1/11/2008                  N/A                            Act/360
            14                        60                12/11/2007                  360                            Act/360
            15                        60                12/11/2007                  360                            Act/360
            16                       120                12/11/2012                  360                            Act/360
            17                        58                10/11/2007                  358                            Act/360
            18                       108                12/11/2011                  360                            Act/360
            19                       120                12/11/2012                  360                            Act/360
            20                        75                 3/11/2009                  352                            Act/360
            21                        83                11/11/2009                  359                            Act/360
            22                       118                10/11/2012                  358                            Act/360
            23                        58                10/11/2007                  358                            Act/360
            24                       119                11/11/2012                  299                            Act/360
            25                       148                 4/11/2015                  208                            Act/360
            26                       117                 9/11/2012                  357                            Act/360
            27                       116                 8/11/2012                  356                            Act/360
            28                       117                 9/11/2012                  357                            Act/360
            29                       120                12/11/2012                  360                            Act/360
            30                        59                11/11/2007                  359                            Act/360
            31                       119                11/11/2012                  359                            Act/360
            32                       117                 9/11/2012                  297                            Act/360
            33                       118                10/11/2012                  358                            Act/360
            34                       120                12/11/2012                  360                            Act/360
            35                       119                11/11/2012                  359                            Act/360
            36                       119                11/11/2012                  359                            Act/360
            37                       178                10/11/2017                  358                            Act/360
            38                       120                12/11/2012                  360                            Act/360
            39                        60                12/11/2007                  360                            Act/360
            40                       120                12/11/2012                  360                            Act/360
            41                       120                12/11/2012                  360                            Act/360
            42                       120                12/11/2012                  360                            Act/360
            43                        60                12/11/2007                  300                            Act/360
            44                        58                10/11/2007                  358                            Act/360
            45                       120                12/11/2012                  360                            Act/360
            46                        57                 9/11/2007                  357                            Act/360
            47                        83                11/11/2009                  359                            Act/360
            48                       118                10/11/2012                  298                            Act/360
            49                       120                12/11/2012                  360                            Act/360
            50                        59                11/11/2007                  299                            Act/360
            51                       115                 7/11/2012                  295                            Act/360
            52                       120                12/11/2012                  360                            Act/360
            53                       119                11/11/2012                  359                            Act/360
            54                       117                 9/11/2012                  357                            Act/360
            55                        82                10/11/2009                  358                            Act/360
            56                       119                11/11/2012                  359                            Act/360
            57                       119                11/11/2012                  359                            Act/360
            58                       119                11/11/2012                  359                            Act/360
            59                        84                12/11/2009                  264                            Act/360
            60                       120                12/11/2012                  360                            Act/360
            61                       119                11/11/2012                  359                            Act/360
            62                       118                10/11/2012                  358                            Act/360
            63                        57                 9/11/2007                  357                            Act/360
            64                       207                 3/10/2020                  207                            30/360
            65                       119                11/11/2012                  359                            Act/360
            66                       119                11/11/2012                  359                            Act/360
            67                        82                10/11/2009                  358                            Act/360
            68                        58                10/11/2007                  298                            Act/360
            69                       118                10/11/2012                  358                            Act/360
            70                       118                10/11/2012                  358                            Act/360
            71                       119                11/11/2012                  359                            Act/360
            72                       119                11/11/2012                  359                            Act/360
            73                       117                 9/11/2012                  357                            Act/360
            74                       118                10/11/2012                  358                            Act/360
            75                       120                12/11/2012                  360                            Act/360
            76                        59                11/11/2007                  299                            Act/360
            77                        59                11/11/2007                  359                            Act/360
            78                       119                11/11/2012                  359                            Act/360
            79                       120                12/11/2012                  360                            Act/360
            80                       119                11/11/2012                  239                            Act/360
            81                       119                11/11/2012                  359                            Act/360
            82                       119                11/11/2012                  359                            Act/360
            83                       117                 9/11/2012                  357                            Act/360
            84                        59                11/11/2007                  299                            Act/360
            85                       116                 8/11/2012                  356                            Act/360
            86                       119                11/11/2012                  359                            Act/360
            87                       119                11/11/2012                  359                            Act/360
            88                        58                10/11/2007                  298                            Act/360
            89                       120                12/11/2012                  360                            Act/360
            90                       118                10/11/2012                  358                            Act/360
            91                       120                12/11/2012                  360                            Act/360
            92                       120                12/11/2012                  360                            Act/360
            93                       119                11/11/2012                  299                            Act/360
            94                       120                12/11/2012                  300                            Act/360
            95                       120                12/11/2012                  192                            Act/360
            96                        59                11/11/2007                  299                            Act/360
            97                       120                12/11/2012                  360                            Act/360
            98                       119                11/11/2012                  359                            Act/360
            99                       120                12/11/2012                  360                            Act/360
            100                      202                10/10/2019                  202                            30/360
            101                      114                 6/11/2012                  294                            Act/360
            102                       59                11/11/2007                  359                            Act/360
            103                       59                11/11/2007                  299                            Act/360
            104                      207                 3/10/2020                  207                            30/360
            105                      118                10/11/2012                  358                            Act/360
            106                      120                12/11/2012                  361                            Act/360
            107                      120                12/11/2012                  360                            Act/360
            108                      118                10/11/2012                  358                            Act/360
            109                      118                10/11/2012                  358                            Act/360
            110                      119                11/11/2012                  359                            Act/360
            111                      120                12/11/2012                  192                            Act/360
            112                      120                12/11/2012                  360                            Act/360
            113                      120                12/11/2012                  192                            Act/360
            114                      120                12/11/2012                  192                            Act/360
            115                      120                12/11/2012                  132                            Act/360





<CAPTION>
   MORTGAGE LOAN NUMBER       ADMINISTRATIVE COST RATE    PRIMARY SERVICING FEE    GROUND LEASE?       MORTGAGE LOAN SELLER
<S>                           <C>                         <C>                      <C>                 <C>
             1                          0.0315                     0.03              Fee Simple               LB
             2                          0.0315                     0.03              Fee Simple               LB
             3                          0.0315                     0.03              Fee Simple               UBS
             4                          0.0315                     0.03              Fee Simple               UBS
             5                          0.0315                     0.03              Fee Simple               UBS
             6                          0.0315                     0.03              Fee Simple               UBS
             7                          0.0315                     0.03              Fee Simple               UBS
             8                          0.0315                     0.03              Fee Simple               UBS
             9                          0.0865                    0.085              Fee Simple               LB
            10                          0.0315                     0.03              Fee Simple               UBS
            11                          0.0315                     0.03              Fee Simple               UBS
            12                          0.0315                     0.03              Fee Simple               LB
            13                          0.0315                     0.03              Fee Simple               UBS
            14                          0.0315                     0.03              Fee Simple               UBS
            15                          0.0665                    0.065              Fee Simple               LB
            16                          0.0315                     0.03              Fee Simple               UBS
            17                          0.0315                     0.03              Fee Simple               LB
            18                          0.0315                     0.03              Fee Simple               UBS
            19                          0.0315                     0.03              Fee Simple               UBS
            20                          0.0315                     0.03              Fee Simple               LB
            21                          0.0315                     0.03              Fee Simple               LB
            22                          0.0315                     0.03              Fee Simple               UBS
            23                          0.0315                     0.03              Fee Simple               LB
            24                          0.0315                     0.03              Fee Simple               UBS
            25                          0.0315                     0.03              Fee Simple               LB
            26                          0.0315                     0.03              Fee Simple               LB
            27                          0.0315                     0.03              Fee Simple               LB
            28                          0.0315                     0.03              Fee Simple               LB
            29                          0.0315                     0.03              Fee Simple               LB
            30                          0.0315                     0.03              Fee Simple               UBS
            31                          0.0315                     0.03              Fee Simple               UBS
            32                          0.0315                     0.03              Fee Simple               UBS
            33                          0.1165                    0.115              Fee Simple               LB
            34                          0.0315                     0.03              Fee Simple               LB
            35                          0.0315                     0.03              Fee Simple               LB
            36                          0.1165                    0.115              Fee Simple               LB
            37                          0.0315                     0.03              Fee Simple               LB
            38                          0.0315                     0.03              Fee Simple               UBS
            39                          0.0315                     0.03              Fee Simple               UBS
            40                          0.1165                    0.115              Fee Simple               LB
            41                          0.0315                     0.03              Fee Simple               UBS
            42                          0.0315                     0.03              Fee Simple               UBS
            43                          0.0315                     0.03              Fee Simple               UBS
            44                          0.0315                     0.03              Fee Simple               UBS
            45                          0.0315                     0.03              Fee Simple               UBS
            46                          0.0315                     0.03              Fee Simple               LB
            47                          0.0315                     0.03              Fee Simple               UBS
            48                          0.0315                     0.03              Fee Simple               UBS
            49                          0.0565                    0.055              Fee Simple               UBS
            50                          0.0965                    0.095              Fee Simple               LB
            51                          0.0965                    0.095              Fee Simple               LB
            52                          0.0315                     0.03              Fee Simple               UBS
            53                          0.0315                     0.03              Fee Simple               UBS
            54                          0.0315                     0.03              Fee Simple               LB
            55                          0.0315                     0.03              Fee Simple               LB
            56                          0.0315                     0.03              Fee Simple               UBS
            57                          0.0315                     0.03              Fee Simple               UBS
            58                          0.0315                     0.03              Fee Simple               UBS
            59                          0.0315                     0.03              Fee Simple               UBS
            60                          0.0315                     0.03              Fee Simple               UBS
            61                          0.1165                    0.115              Fee Simple               LB
            62                          0.0315                     0.03              Fee Simple               LB
            63                          0.0315                     0.03              Fee Simple               LB
            64                          0.0315                     0.03              Fee Simple               UBS
            65                          0.0315                     0.03              Fee Simple               LB
            66                          0.0315                     0.03              Fee Simple               LB
            67                          0.1165                    0.115              Fee Simple               LB
            68                          0.0315                     0.03              Fee Simple               LB
            69                          0.0315                     0.03              Fee Simple               UBS
            70                          0.0315                     0.03              Fee Simple               UBS
            71                          0.0315                     0.03              Fee Simple               UBS
            72                          0.0315                     0.03              Fee Simple               UBS
            73                          0.0315                     0.03              Fee Simple               LB
            74                          0.0315                     0.03              Fee Simple               LB
            75                          0.0315                     0.03              Fee Simple               UBS
            76                          0.0965                    0.095              Fee Simple               LB
            77                          0.1165                    0.115              Fee Simple               LB
            78                          0.0315                     0.03              Fee Simple               UBS
            79                          0.0315                     0.03              Fee Simple               LB
            80                          0.0965                    0.095              Fee Simple               LB
            81                          0.1165                    0.115              Fee Simple               LB
            82                          0.0315                     0.03              Fee Simple               UBS
            83                          0.0965                    0.095              Fee Simple               LB
            84                          0.0965                    0.095              Fee Simple               LB
            85                          0.0315                     0.03              Fee Simple               UBS
            86                          0.0315                     0.03              Fee Simple               LB
            87                          0.0315                     0.03              Fee Simple               UBS
            88                          0.0315                     0.03              Leasehold                LB
            89                          0.0315                     0.03              Fee Simple               UBS
            90                          0.0315                     0.03              Fee Simple               UBS
            91                          0.0315                     0.03              Fee Simple               UBS
            92                          0.0315                     0.03              Fee Simple               UBS
            93                          0.0315                     0.03              Fee Simple               UBS
            94                          0.1165                    0.115              Fee Simple               LB
            95                          0.0315                     0.03              Fee Simple               UBS
            96                          0.0315                     0.03              Fee Simple               LB
            97                          0.0315                     0.03              Fee Simple               UBS
            98                          0.1165                    0.115              Fee Simple               LB
            99                          0.0315                     0.03              Fee Simple               UBS
            100                         0.0315                     0.03              Fee Simple               UBS
            101                         0.0315                     0.03              Fee Simple               LB
            102                         0.0315                     0.03              Fee Simple               LB
            103                         0.0965                    0.095              Fee Simple               LB
            104                         0.0315                     0.03              Fee Simple               UBS
            105                         0.0315                     0.03              Fee Simple               LB
            106                         0.0315                     0.03              Fee Simple               UBS
            107                         0.0315                     0.03              Fee Simple               UBS
            108                         0.0315                     0.03              Fee Simple               UBS
            109                         0.0315                     0.03              Fee Simple               UBS
            110                         0.0315                     0.03              Fee Simple               UBS
            111                         0.0315                     0.03              Fee Simple               UBS
            112                         0.0315                     0.03              Fee Simple               UBS
            113                         0.0315                     0.03              Fee Simple               UBS
            114                         0.0315                     0.03              Fee Simple               UBS
            115                         0.0315                     0.03              Fee Simple               UBS



<CAPTION>
   MORTGAGE LOAN NUMBER              DEFEASANCE                                 ARD MORTGAGE LOAN       ANTICIPATED REPAYMENT DATE
<S>                                  <C>                                        <C>                     <C>
             1                       Defeasance                                 Yes                                1/11/2013
             2                       Defeasance                                 No
             3                       Defeasance                                 Yes                               12/11/2012
             4                       Defeasance                                 Yes                               12/11/2012
             5                       Defeasance/Prepayment Penalty              Yes                               10/11/2012
             6                       Defeasance                                 Yes                               12/11/2012
             7                       Defeasance/Prepayment Penalty              Yes                               11/11/2007
             8                       Defeasance                                 Yes                               12/11/2012
             9                       Defeasance                                 No
            10                       Defeasance                                 Yes                               10/11/2012
            11                       Defeasance                                 No
            12                       Defeasance                                 No
            13                       Defeasance                                 No
            14                       Defeasance                                 Yes                               12/11/2007
            15                       Defeasance                                 No
            16                       Defeasance                                 No
            17                       Defeasance                                 No
            18                       Yield Maintenance/Prepayment Penalty       Yes                               12/11/2011
            19                       Defeasance                                 No
            20                       Defeasance                                 No
            21                       Defeasance                                 No
            22                       Defeasance                                 No
            23                       Defeasance                                 No
            24                       Defeasance                                 Yes                               11/11/2012
            25                       Defeasance                                 Yes                                4/11/2015
            26                       Defeasance                                 No
            27                       Defeasance                                 No
            28                       Defeasance                                 Yes                                9/11/2012
            29                       Defeasance                                 No
            30                       Defeasance                                 No
            31                       Defeasance                                 Yes                               11/11/2012
            32                       Defeasance                                 No
            33                       Defeasance                                 No
            34                       Greater of YM or 1%                        No
            35                       Greater of YM or 1%                        No
            36                       Defeasance                                 No
            37                       Defeasance                                 Yes                               10/11/2017
            38                       Defeasance                                 No
            39                       Prepayment Penalty                         No
            40                       Defeasance                                 No
            41                       Defeasance                                 No
            42                       Defeasance                                 Yes                               12/11/2012
            43                       Defeasance                                 No
            44                       Defeasance                                 No
            45                       Defeasance                                 No
            46                       Defeasance                                 No
            47                       Defeasance/Prepayment Penalty              No
            48                       Defeasance                                 No
            49                       Defeasance                                 No
            50                       Defeasance                                 No
            51                       Defeasance                                 No
            52                       Defeasance                                 No
            53                       Defeasance                                 No
            54                       Defeasance                                 No
            55                       Defeasance                                 No
            56                       Defeasance                                 No
            57                       Defeasance                                 Yes                               11/11/2012
            58                       Defeasance                                 Yes                               11/11/2012
            59                       Defeasance                                 No
            60                       Defeasance                                 No
            61                       Defeasance                                 No
            62                       Defeasance                                 Yes                               10/11/2012
            63                       Defeasance                                 No
            64                       Defeasance                                 No
            65                       Defeasance                                 No
            66                       Defeasance                                 No
            67                       Defeasance                                 No
            68                       Defeasance                                 No
            69                       Defeasance                                 Yes                               10/11/2012
            70                       Defeasance                                 Yes                               10/11/2012
            71                       Defeasance                                 No
            72                       Defeasance                                 Yes                               11/11/2012
            73                       Defeasance                                 No
            74                       Greater of YM or 1%                        No
            75                       Defeasance                                 No
            76                       Defeasance                                 No
            77                       Defeasance                                 No
            78                       Defeasance                                 No
            79                       Defeasance                                 No
            80                       Defeasance                                 No
            81                       Defeasance                                 No
            82                       Defeasance                                 No
            83                       Defeasance                                 No
            84                       Defeasance                                 No
            85                       Defeasance                                 No
            86                       Defeasance                                 Yes                               11/11/2012
            87                       Defeasance                                 No
            88                       Defeasance                                 No
            89                       Defeasance                                 Yes                               12/11/2012
            90                       Defeasance                                 No
            91                       Defeasance                                 No
            92                       Defeasance                                 No
            93                       Defeasance                                 No
            94                       Defeasance                                 No
            95                       Defeasance                                 No
            96                       Defeasance                                 No
            97                       Defeasance                                 Yes                               12/11/2012
            98                       Defeasance                                 No
            99                       Defeasance                                 No
            100                      Defeasance                                 No
            101                      Defeasance                                 No
            102                      Defeasance                                 No
            103                      Defeasance                                 No
            104                      Defeasance                                 No
            105                      Greater of YM or 1%                        No
            106                      Defeasance                                 No
            107                      Defeasance                                 No
            108                      Defeasance                                 No
            109                      Defeasance                                 No
            110                      Defeasance                                 No
            111                      Defeasance                                 No
            112                      Defeasance                                 No
            113                      Defeasance                                 No
            114                      Defeasance                                 No
            115                      Defeasance                                 No



<CAPTION>
   MORTGAGE LOAN NUMBER                      ARD SPREAD                       CREDIT LEASE LOAN (TENANT, GUARANTOR OR RATED PARTY)
<S>                           <C>                                             <C>
             1                                   0                            No
             2                                   0                            No
             3               5%+ Greater of (Contract Rate or Treasury)       No
             4                          Contract Rate + 2%                    No
             5             2% + Greater of (Contract Rate or Treasury Rate)   No
             6                          Contract Rate + 2%                    No
             7             2% + Greater of (Contract Rate or Treasury Rate)   No
             8                          Contract Rate + 2%                    No
             9                                   0                            No
            10             2% + Greater of (Contract Rate or Treasury Rate)   No
            11                                   0                            No
            12                                   0                            No
            13                                   0                            No
            14                          Contract Rate + 2%                    No
            15                                   0                            No
            16                                   0                            No
            17                                   0                            No
            18             2% + Greater of (Contract Rate or Treasury Rate)   No
            19                                   0                            No
            20                                   0                            No
            21                                   0                            No
            22                                   0                            No
            23                                   0                            No
            24             2% + Greater of (Contract Rate or Treasury Rate)   No
            25           Greater of Interest Rate +5% or Treasury Rate +6.85% No
            26                                   0                            No
            27                                   0                            No
            28             2% + Greater of (Interest Rate or Treasury Rate)   No
            29                                   0                            No
            30                                   0                            No
            31             2% + Greater of (Contract Rate or Treasury Rate)   No
            32                                   0                            No
            33                                   0                            No
            34                                   0                            No
            35                                   0                            No
            36                                   0                            No
            37             Greater of 2% + (Interest Rate or Treasury Rate)   No
            38                                   0                            No
            39                                   0                            No
            40                                   0                            No
            41                                   0                            No
            42              2% + Greater of (Contract Rate or Treasury Rate)  No
            43                                   0                            No
            44                                   0                            No
            45                                   0                            No
            46                                   0                            No
            47                                   0                            No
            48                                   0                            No
            49                                   0                            No
            50                                   0                            No
            51                                   0                            No
            52                                   0                            No
            53                                   0                            No
            54                                   0                            No
            55                                   0                            No
            56                                   0                            No
            57              2% + Greater of (Contract Rate or Treasury Rate)  No
            58              2% + Greater of (Contract Rate or Treasury Rate)  No
            59                                   0                            No
            60                                   0                            No
            61                                   0                            No
            62              Greater of 2% + (Interest Rate or Treasury Rate)  No
            63                                   0                            No
            64                                   0                            No
            65                                   0                            No
            66                                   0                            No
            67                                   0                            No
            68                                   0                            No
            69              2% + Greater of (Contract Rate or Treasury Rate)  No
            70              2% + Greater of (Contract Rate or Treasury Rate)  No
            71                                   0                            No
            72              2% + Greater of (Contract Rate or Treasury Rate)  No
            73                                   0                            No
            74                                   0                            No
            75                                   0                            No
            76                                   0                            No
            77                                   0                            No
            78                                   0                            No
            79                                   0                            No
            80                                   0                            No
            81                                   0                            No
            82                                   0                            No
            83                                   0                            No
            84                                   0                            No
            85                                   0                            No
            86               Greater of 2% + (Interest Rate or Treasury Rate) No
            87                                   0                            No
            88                                   0                            No
            89               2% + Greater of (Contract Rate or Treasury Rate) No
            90                                   0                            No
            91                                   0                            No
            92                                   0                            No
            93                                   0                            No
            94                                   0                            No
            95                                   0                            No
            96                                   0                            No
            97               2% + Greater of (Contract Rate or Treasury Rate) No
            98                                   0                            No
            99                                   0                            No
            100                                  0                            No
            101                                  0                            No
            102                                  0                            No
            103                                  0                            No
            104                                  0                            No
            105                                  0                            No
            106                                  0                            No
            107                                  0                            No
            108                                  0                            No
            109                                  0                            No
            110                                  0                            No
            111                                  0                            No
            112                                  0                            No
            113                                  0                            No
            114                                  0                            No
            115                                  0                            No


<CAPTION>
   MORTGAGE LOAN NUMBER      CROSS COLLATERALIZED     MORTGAGE LOAN SELLER LOAN ID
<S>                          <C>                      <C>
             1               No                                   LG028
             2               No                                   LG023
             3               No                                   7001
             4               No                                   7003
             5               No                                   9237
             6               No                                   7005
             7               No                                   9066
             8               No                                   7006
             9               No                                 021021002
            10               No                                   9225
            11               Yes (E)                              9401b
            12               No                                 020805001
            13               Yes (E)                              9401c
            14               No                                   8981
            15               No                                 020927001
            16               No                                   9187
            17               No                                 020717006
            18               No                                   9276
            19               No                                   7834
            20               No                                991006002E
            21               No                                 020913001
            22               No                                   9271
            23               Yes (F)                            020919001
            24               No                                   9112
            25               No                                0000211251
            26               No                                 020515006
            27               No                                 020515001
            28               No                                 020509008
            29               No                                 020626001
            30               No                                   9536
            31               Yes (A)                              9038
            32               No                                   9086
            33               No                                 020808006
            34               No                                 020516005
            35               No                                 020528001
            36               No                                 020807003
            37               No                                 020701004
            38               No                                   9304
            39               No                                   9293
            40               No                                 020621002
            41               No                                   9142a
            42               No                                   9256
            43               No                                   9426
            44               No                                   9222
            45               No                                   9317
            46               No                                 020718003
            47               No                                   9079
            48               No                                   9175
            49               No                                   9232
            50               No                                 020709003
            51               No                                 020103003
            52               No                                   9319
            53               No                                   9199
            54               No                                 020708001
            55               No                                 020716001
            56               No                                   9072
            57               No                                   8546
            58               No                                   9220
            59               No                                   5724
            60               No                                   9318
            61               No                                 020819003
            62               No                                 020722004
            63               No                                 020627003
            64               No                                   9999c
            65               No                                 020625001
            66               No                                 011206013
            67               No                                 020815006
            68               No                                 020621003
            69               No                                   9227
            70               No                                   9228
            71               No                                   8306
            72               No                                   9339
            73               No                                 020621001
            74               No                                 020327011
            75               No                                   9320
            76               No                                 020709006
            77               No                                 020722001
            78               No                                   9233
            79               No                                 020910001
            80               No                                 020508002
            81               No                                 020827002
            82               No                                   9002
            83               No                                 020715003
            84               No                                 020709002
            85               No                                   9015
            86               No                                 020207010
            87               No                                   9140
            88               No                                 020618002
            89               No                                   9273
            90               No                                   8979
            91               No                                   9379
            92               Yes (D)                              9142b
            93               No                                   9223
            94               No                                 020924001
            95               Yes (B)                              9229a
            96               No                                 020826002
            97               No                                   9274
            98               No                                 020819002
            99               Yes (C)                              9142c
            100              No                                   9999a
            101              No                                 011220001
            102              No                                 020516003
            103              No                                 020709004
            104              No                                   9999b
            105              No                                 020327012
            106              No                                   9142d
            107              No                                   9142e
            108              No                                   9156
            109              No                                   9075
            110              No                                   9290
            111              Yes (B)                              9229b
            112              No                                   9142f
            113              Yes (B)                              9229c
            114              Yes (B)                              9229d
            115              Yes (B)                              9229e
</TABLE>


<PAGE>


                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


                                     [NONE]






<PAGE>


                                  SCHEDULE III

          EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR


The following are the EXCEPTIONS for the LEHMAN loans to the Representations and
Warranties for the above-referenced transaction:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
REPRESENTATION FROM SECTION 2.04                PROPERTY AND EXCEPTION
-------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>
(xvii) Subordinate Debt                         Shoppes at Beaver Creek--Has secured subordinate debt with a current
                                                balance of $5,792,186 and is subject to a subordination and standstill
                                                agreement. Union Bank Plaza--Has $15 million in existing mezzanine debt
                                                that is secured by membership interests in the borrower. There is a
                                                hard lockbox in place for the first mortgage and the loan is subject to
                                                an intercreditor agreement. The Capitol at Chelsea- the borrower has a
                                                one time right starting in December 2006 to obtain mezzanine debt
                                                provided that either property achieves certain LTV and DSCR hurdles or
                                                a no downgrade letter is obtained from the applicable agencies. The
                                                combined LTV of the mortgage and mezzanine debt will be capped at 65%.
-------------------------------------------------------------------------------------------------------------------------
(xxvi) Due-on-Encumbrance                       The Capitol at Chelsea- the borrower has a  one time right starting in
                                                December 2006 to obtain mezzanine debt provided that either property
                                                achieves certain LTV and DSCR hurdles or a no downgrade letter is
                                                obtained from the applicable agencies. The combined LTV of the mortgage
                                                and mezzanine debt will be capped at 65%.  Union Bank Plaza--Has $15
                                                million in existing mezzanine debt that is secured by membership
                                                interests in the borrower. There is a hard lockbox in place for the
                                                first mortgage and the loan is subject to an intercreditor agreement.
                                                Shoppes at Beaver Creek--Has secured subordinate debt with a current
                                                balance of $5,792,186 and is subject to a subordination and standstill
                                                agreement.   Shoppes at Beaver Creek-Transfers, for estate planning or
                                                business purposes, of interests in the property or in the borrower, to
                                                entities controlled by members of the "Schottenstein Family" as defined
                                                in Section 6.1(j) of the loan agreement are permitted without consent
                                                of mortgagee.
-------------------------------------------------------------------------------------------------------------------------
(xxvii) Due-on-Sale                             Shoppes at Beaver Creek--Has secured subordinate debt with a current
                                                balance of $5,792,186 and is subject to a subordination and standstill
                                                agreement. Transfers, for estate planning or business purposes, of
                                                interests in the property or in the borrower, to entities controlled by
                                                members of the "Schottenstein Family" as defined in Section 6.1(j) of
                                                the
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                             <C>
-------------------------------------------------------------------------------------------------------------------------
                                                loan agreement are permitted without consent of mortgagee.
-------------------------------------------------------------------------------------------------------------------------
(xxviii) Mortgagor Concentration                The Capitol at Chelsea--8.8% of the initial mortgage pool balance; Union
                                                Bank Plaza--6.3% of the initial mortgage pool balance; Westfield
                                                Shoppingtown Independence--6.2% of the initial mortgage pool balance.
-------------------------------------------------------------------------------------------------------------------------
(xxxii) Qualifications; Licensing; Zoning       Northwest One--The Texas DOT commissioned a study to evaluate various
                                                alternatives to address traffic concerns with respect to US Highway 290,
                                                which abuts and provides access to the Mortgaged Property. The study has
                                                been on going since 1999 and four alternatives to address the traffic
                                                concerns are now being considered, all of which contemplate the eventual
                                                expansion of US Highway 290.
-------------------------------------------------------------------------------------------------------------------------
(xli)Engineering Assessments                    Central Plaza Shopping Center--engineering report completed 01/25/01
                                                which is more than 12 months old;
-------------------------------------------------------------------------------------------------------------------------
(xlv) Fee Simple                                Self Storage Company--(Leasehold)
-------------------------------------------------------------------------------------------------------------------------
(xlvi) Leasehold Interest Only                  Union Bank Plaza-- The Mortgaged Property securing the related Mortgage
(B), (C), (D), (F), (G), (H), (I), (J), (L)     Loan consists in part of one ground lease (the "Union Bank Plaza Ground
                                                Lease"), which ground lease is for parking in a nearby parking structure.
                                                The Union Bank Plaza Ground Lease does not provide (i) for the assignment
                                                of the Union Bank Plaza Borrower's interest thereunder to the lender upon
                                                foreclosure of the Union Bank Mortgage; (ii) that the Union Bank Plaza
                                                Ground Lease cannot be modified or amended without the lender's prior
                                                consent; (iii) that the ground lessor under the Union Bank Plaza Ground
                                                Lease must give notice of any default to the lender or grant to lender a
                                                reasonable opportunity to cure such default, (iv) for a new lease in the
                                                event of a termination resulting from the lease's rejection in connection
                                                with the bankruptcy of the Union Bank Plaza Borrower, (v) that, in all
                                                events, any related insurance or condemnation proceeds with respect to
                                                the leasehold interest would be applied either to the repair or
                                                restoration of the related Mortgaged Property or to the payment of the
                                                outstanding principal balance of the related Mortgage Loan together with
                                                accrued interest. The Union Bank Plaza Ground Lease expires on March 31,
                                                2012 and thus does not extend at least 20 years beyond the stated Maturity
                                                Date of the Union Bank Plaza Mortgage Loan.
-------------------------------------------------------------------------------------------------------------------------
(xlviii) Tax Lot                                Crosswoods Commons--Except for the inclusion of the 11.304 acre property
                                                ("Lot X") within the tax lot of which the property is part, the
                                                property is assessed for real estate tax purposes as one or more wholly
                                                indepependent tax lots.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                             <C>
-------------------------------------------------------------------------------------------------------------------------
                                                No later than December 31, 2003, Lot X shall cease to be a part of the
                                                tax lot of which the property is a part without the requirement of any
                                                further action by the Borrower. 100% of the tax liability has been
                                                reserved. Lot X is owned by the Borrower.
-------------------------------------------------------------------------------------------------------------------------
(xlix) Defeasance                               Shoppes at Beaver Creek--was originated in 1998. A defeasance prior to
                                                the second anniversary of the date of the issuance of the certificates,
                                                will trigger a repurchase obligation on the part of the mortgage loan
                                                seller.
-------------------------------------------------------------------------------------------------------------------------
(lvi) Common Ownership                          Grandin Ridge Apartments Portfolio (3) and Windsor at Flagstone--(2.5%)
                                                of the initial mortgage pool balance; Crossroads Commons, University
                                                Plaza, Matthew Crossing Shopping Center and Stonecrest Parc Shopping
                                                Center--(2.1%) of the initial mortgage pool balance; Colony Club
                                                Apartments, Four Seasons Apartments, Heritage Apartments and High Point
                                                Apartments--(1.1%) of the initial mortgage pool balance
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                   SCHEDULE IV

                   SCHEDULE OF EARLY DEFEASANCE MORTGAGE LOANS


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
    MORTGAGE LOAN                                                                                 CUT-OFF DATE
        NUMBER                PROPERTY NAME                           ADDRESS                       BALANCE
-------------------------------------------------------------------------------------------------------------------
<S>                     <C>                              <C>                                      <C>
          25             Shoppes at Beaver Creek          2772-2760 North Fairfield Road,
                                                              Beaver Creek, OH 45431              $11,307,212
-------------------------------------------------------------------------------------------------------------------
          64                Rite Aid- Rosamond             2547 West Rosamond Boulevard,
                                                                Rosamond, CA 93560                 $4,343,201
-------------------------------------------------------------------------------------------------------------------
         100              Rite-Aid Barboursville              6401 US Route 60 East,
                                                              Barboursville, WV 25504              $1,982,775
-------------------------------------------------------------------------------------------------------------------
         104               Rite Aid - Lafayette                 509 College Street,
                                                                Lafayette, TN 37083                $1,590,584
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                   SCHEDULE V

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
    MORTGAGE LOAN                                                                                            CUT-OFF DATE
        NUMBER                      PROPERTY NAME                               ADDRESS                         BALANCE
------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                  <C>                                     <C>
                                                                          8857 Creekside Way
          11                      Camden Creekside                     Highlands Ranch, CO 80126              $23,600,000
------------------------------------------------------------------------------------------------------------------------------
                                                                    9000 Las Vegas Boulevard South
          13                        Camden Harbor                         Las Vegas, NV 89123                 $20,864,000
------------------------------------------------------------------------------------------------------------------------------
                                                                           35-39 37th Street
          16                     Kaufman Astoria 14                        Astoria, NY 11101                  $18,000,000
------------------------------------------------------------------------------------------------------------------------------
                                                                        560 Northern Boulevard
          29                    The Colonial Building                    Great Neck, NY 11021                  $9,800,000
------------------------------------------------------------------------------------------------------------------------------
                                                                          7151 Vassar Avenue
          82                        Pic `N' Save                         Los Angeles, CA 91303                 $3,035,485
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                   SCHEDULE VI

                             REFERENCE RATE SCHEDULE

<TABLE>
<CAPTION>
INTEREST ACCRUAL PERIOD         INTEREST ACCRUAL PERIOD
  BY NUMERICAL ORDER                  BEGINNING IN:             REFERENCE RATE
-----------------------         -----------------------         --------------
<S>                             <C>                             <C>
          1                              Dec-02                    5.81978%
          2                              Jan-03                    5.81970%
          3                              Feb-03                    5.82004%
          4                              Mar-03                    6.01557%
          5                              Apr-03                    5.81936%
          6                              May-03                    6.01536%
          7                              Jun-03                    5.81916%
          8                              Jul-03                    6.01516%
          9                              Aug-03                    6.01506%
         10                              Sep-03                    5.81886%
         11                              Oct-03                    6.01485%
         12                              Nov-03                    5.81864%
         13                              Dec-03                    6.01462%
         14                              Jan-04                    5.81842%
         15                              Feb-04                    5.81848%
         16                              Mar-04                    6.01427%
         17                              Apr-04                    5.81806%
         18                              May-04                    6.01403%
         19                              Jun-04                    5.81782%
         20                              Jul-04                    6.01379%
         21                              Aug-04                    6.01368%
         22                              Sep-04                    5.81747%
         23                              Oct-04                    6.01343%
         24                              Nov-04                    5.81722%
         25                              Dec-04                    5.81709%
         26                              Jan-05                    5.81586%
         27                              Feb-05                    5.81738%
         28                              Mar-05                    6.01159%
         29                              Apr-05                    5.81543%
         30                              May-05                    6.01132%
         31                              Jun-05                    5.81516%
         32                              Jul-05                    6.01104%
         33                              Aug-05                    6.01092%
         34                              Sep-05                    5.81476%
         35                              Oct-05                    6.01064%
         36                              Nov-05                    5.81448%
         37                              Dec-05                    5.81432%
         38                              Jan-06                    5.81419%
         39                              Feb-06                    5.81463%
         40                              Mar-06                    6.00987%
         41                              Apr-06                    5.81371%
         42                              May-06                    6.00957%
         43                              Jun-06                    5.81341%
         44                              Jul-06                    6.00926%
         45                              Aug-06                    6.00912%
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
INTEREST ACCRUAL PERIOD         INTEREST ACCRUAL PERIOD
  BY NUMERICAL ORDER                  BEGINNING IN:             REFERENCE RATE
-----------------------         -----------------------         --------------
<S>                             <C>                             <C>
         46                              Sep-06                    5.81296%
         47                              Oct-06                    6.00645%
         48                              Nov-06                    5.81079%
         49                              Dec-06                    5.80632%
         50                              Jan-07                    5.80615%
         51                              Feb-07                    5.80616%
         52                              Mar-07                    5.99808%
         53                              Apr-07                    5.80229%
         54                              May-07                    5.99769%
         55                              Jun-07                    5.80190%
         56                              Jul-07                    5.99702%
         57                              Aug-07                    6.00822%
         58                              Sep-07                    5.80864%
         59                              Oct-07                    6.00848%
         60                              Nov-07                    5.85999%
         61                              Dec-07                    6.05807%
         62                              Jan-08                    5.89488%
         63                              Feb-08                    5.89493%
         64                              Mar-08                    6.09262%
         65                              Apr-08                    5.89426%
         66                              May-08                    6.09220%
         67                              Jun-08                    5.89384%
         68                              Jul-08                    6.09178%
         69                              Aug-08                    6.09157%
         70                              Sep-08                    5.89321%
         71                              Oct-08                    6.09114%
         72                              Nov-08                    5.87909%
         73                              Dec-08                    5.87885%
         74                              Jan-09                    5.87863%
         75                              Feb-09                    5.87920%
         76                              Mar-09                    6.07579%
         77                              Apr-09                    5.87789%
         78                              May-09                    6.07531%
         79                              Jun-09                    5.87741%
         80                              Jul-09                    6.07631%
         81                              Aug-09                    6.07607%
         82                              Sep-09                    5.85965%
         83                              Oct-09                    6.05644%
         84                              Nov-09                    5.86920%
</TABLE>



<PAGE>


                                   EXHIBIT A-1

               FORM OF CLASS [A-1] [A-2] [A-3] [A-4] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C7
   CLASS [A-1] [A-2] [A-3] [A-4] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C7


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Mortgage Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate:  ___%                                        Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $____________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [A-1] [A-2] [A-3]
December 11, 2002                                               [A-4] Certificates as of the Closing Date:
                                                                $____________

Cut-off Date:  December 11, 2002                                Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date:  December 27, 2002                                due on or before such date (the "Initial Pool Balance"):
                                                                $1,186,963,273
First Distribution Date:  January 17, 2003

Master Servicer: Wachovia Bank, National Association            Trustee: LaSalle Bank National Association

Special Servicer: Lennar Partners, Inc.                         Fiscal Agent: ABN AMRO Bank N.V.

Certificate No.  [A-1] [A-2] [A-3] [A-4]-___                    CUSIP No.: _____________
</TABLE>




                                      A-1-1

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
JPMORGAN CHASE BANK, (B) AN AFFILIATE OF JPMORGAN CHASE BANK, OR (C) A
COLLECTIVE INVESTMENT FUND MANAGED BY JPMORGAN CHASE BANK.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and ABN


                                      A-1-2

<PAGE>


AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 11th calendar day of each month (or, if
such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.


                                      A-1-3

<PAGE>

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No Transfer of this Certificate or any interest herein shall be made
to any of the following (each, an "Ineligible Purchaser"): (a) JPMorgan Chase
Bank, (b) an affiliate of JPMorgan Chase Bank, or (c) a collective investment
fund managed by JPMorgan Chase Bank. Each Transferee of this Certificate or any
interest herein shall be deemed to have represented and warranted that it is not
an Ineligible Purchaser. Any acquisition of this Certificate or any interest
herein by an Ineligible Purchaser shall be void ab initio.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of


                                      A-1-4

<PAGE>

Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the
affected Classes. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                      A-1-5

<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                             By:
                                                -------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [A-1] [A-2] [A-3] [A-4] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Certificate Registrar


                                             By:
                                                -------------------------------
                                                Authorized Officer




                                      A-1-6

<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________


Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor




                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.



                                      A-1-7

<PAGE>


                                   EXHIBIT A-2

                     FORM OF CLASS [X-CL] [X-CP] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C7
        CLASS [X-CL] [X-CP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C7


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Pass-Through Rate:  Variable                                     Initial Certificate Notional Amount of this Certificate as
                                                                 of the Closing Date:
                                                                 $____________

Date of Pooling and Servicing Agreement:                         Class Notional Amount of all the Class [X-CL] [X-CP]
December 11, 2002                                                Certificates as of the Closing Date:
                                                                 $____________

Cut-off Date:  December 11, 2002                                 Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  December 27, 2002                                 due on or before such date (the "Initial Pool Balance"):
                                                                 $1,186,963,273
First Distribution Date: January 17, 2003

Master Servicer: Wachovia Bank, National Association             Trustee:  LaSalle Bank National Association

Special Servicer: Lennar Partners, Inc.                          Fiscal Agent: ABN AMRO Bank N.V.

Certificate No.  [X-CL] [X-CP] ___                               CUSIP No.: _____________
</TABLE>


                                      A-2-1

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
JPMORGAN CHASE BANK, (B) AN AFFILIATE OF JPMORGAN CHASE BANK, OR (C) A
COLLECTIVE INVESTMENT FUND MANAGED BY JPMORGAN CHASE BANK.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                                      A-2-2

<PAGE>

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS
CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 11th calendar day of each month (or, if
such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.


                                      A-2-3

<PAGE>

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

            If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit


                                      A-2-4

<PAGE>


F-2C to the Agreement, or (ii) an Opinion of Counsel to the effect that such
Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act. Except as discussed below, an
interest in a Rule 144A Global Certificate for any Class of Book-Entry
Non-Registered Certificates may not be transferred to any Person who takes
delivery other than in the form of an interest in such Rule 144A Global
Certificate. If this Certificate constitutes a Rule 144A Global Certificate and
any Transferee of an interest herein does not, in connection with the subject
Transfer, deliver to the Transferor the Opinion of Counsel or the certification
described in the second preceding sentence, then such Transferee shall be deemed
to have represented and warranted that all the certifications set forth in
Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

            Notwithstanding the preceding paragraph, any interest in a Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement,
(ii) a certification from such Certificate Owner to the effect that it is the
lawful owner of the beneficial interest being transferred and (iii) such written
orders and instructions as are required under the applicable procedures of the
Depository to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Rule 144A
Global Certificate. Upon delivery to the Certificate Registrar of such
certifications and/or opinions and such orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with the Agreement to the applicable Transferee.

            Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.


                                      A-2-5

<PAGE>

            Notwithstanding the preceding paragraph, any interest in a
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred by the Depositor or any Affiliate of the
Depositor to any Person who takes delivery in the form of a beneficial interest
in the Rule 144A Global Certificate for such Class of Certificates upon delivery
to the Certificate Registrar of (x) a certificate to the effect that the
Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates and increase
the denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Furthermore, no transfer of this Certificate or any
interest herein shall be made to any of the following (each, an "Ineligible
Purchaser"): (i) JPMorgan Chase Bank, (ii) an affiliate of JPMorgan Chase Bank,
or (iii) a collective investment fund managed by JPMorgan Chase Bank. Except in
connection with the initial issuance of the Certificates or any Transfer of this
Certificate or any interest herein by the Depositor, Lehman Brothers Inc. or any
of their respective Affiliates or, if this Certificate constitutes a Global
Certificate, any Transfer of this Certificate to a successor Depository or to
the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, and, if
this Certificate constitutes a Global Certificate, any Certificate Owner
transferring an interest herein shall be required to obtain from its prospective
Transferee, either: (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) a certification to the effect that
the purchase and holding of this Certificate or such interest herein by such
prospective Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated in one of the four highest generic rating categories
by either Rating Agency, and this Certificate or an interest herein is being
acquired by or on behalf of a Plan in reliance on any of Prohibited Transaction
Exemption 91-14, a certification to the effect that such Plan (X) is an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the



                                      A-2-6

<PAGE>

Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)((B) of
ERISA) by the Trustee, the Depositor, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or
any Mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee, if a Plan, satisfies the requirements of the immediately
preceding clauses (X) and (Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (X) and (Y); or (iv) a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar (if
this Certificate constitutes a Definitive Certificate) or the Transferor (if
this Certificate constitutes a Global Certificate) a certification and/or
Opinion of Counsel as required by the preceding sentence, then such Transferee
shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or any interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code. Each Transferee of this Certificate or any interest herein
shall be deemed to have represented and warranted that it is not an Ineligible
Purchaser. Any acquisition of this Certificate or any interest herein by an
Ineligible Purchaser shall be void ab initio.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the


                                      A-2-7

<PAGE>

Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                      A-2-8

<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee


                                          By:
                                              --------------------------------
                                              Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [X-CL] [X-CP] Certificates referred to in
the within-mentioned Agreement.

Dated: _____________


                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar


                                          By:
                                              --------------------------------
                                              Authorized Officer




                                      A-2-9

<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________


Dated:


                                          --------------------------------------
                                          Signature by or on behalf of Assignor



                                          --------------------------------------
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

                  Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.





                                     A-2-10

<PAGE>


                                   EXHIBIT A-3

               FORM OF CLASS [B] [C] [D] [E] [F] [G] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C7
   CLASS [B] [C] [D] [E] [F] [G] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C7


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Pass-Through Rate:  [____]% [Variable]                           Initial Certificate Principal Balance of this Certificate as
                                                                 of the Closing Date:
                                                                 $______________

Date of Pooling and Servicing Agreement:                         Class Principal Balance of all the Class [B] [C] [D] [E] [F]
December 11, 2002                                                [G] Certificates as of the Closing Date:
                                                                 $______________

Cut-off Date:  December 11, 2002                                 Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  December 27, 2002                                 due on or before such date (the "Initial Pool Balance"):
                                                                 $1,186,963,273

First Distribution Date: January 17, 2003

Master Servicer: Wachovia Bank, National Association             Trustee: LaSalle Bank National Association

Special Servicer: Lennar Partners, Inc.                          Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. [B] [C] [D] [E] [F] [G]-___                      CUSIP No.: _____________
</TABLE>



                                     A-3-1
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
JPMORGAN CHASE BANK, (B) AN AFFILIATE OF JPMORGAN CHASE BANK, OR (C) A
COLLECTIVE INVESTMENT FUND MANAGED BY JPMORGAN CHASE BANK.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between



                                     A-3-2
<PAGE>

Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement) and ABN AMRO Bank
N.V., as fiscal agent (the "Fiscal Agent", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 11th calendar day of each month (or, if
such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations


                                     A-3-3
<PAGE>

therein set forth, the Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No Transfer of this Certificate or any interest herein shall be made
to any of the following (each, an "Ineligible Purchaser"): (a) JPMorgan Chase
Bank, (b) an affiliate of JPMorgan Chase Bank, or (c) a collective investment
fund managed by JPMorgan Chase Bank. Each Transferee of this Certificate or any
interest herein shall be deemed to have represented and warranted that it is not
an Ineligible Purchaser. Any acquisition of this Certificate or any interest
herein by an Ineligible Purchaser shall be void ab initio.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.


                                     A-3-4
<PAGE>

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-3-5
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [B] [C] [D] [E] [F] [G] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer





                                     A-3-6
<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________



Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.





                                     A-3-7
<PAGE>


                                   EXHIBIT A-4

            FORM OF CLASS [A-1b] [H] [J] [K] [L] [M] [N] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C7
      CLASS [A-1b] [H] [J] [K] [L] [M] [N] COMMERCIAL MORTGAGE PASS-THROUGH
                           CERTIFICATE, SERIES 2002-C7


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate:  [____]% [Variable]                          Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $_______________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [A-1b] [H] [J]
December 11, 2002                                               [K] [L] [M] [N] Certificates as of the Closing Date:
                                                                $_______________

Cut-off Date:  December 11, 2002                                Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date:  December 27, 2002                                due on or before such date (the "Initial Pool Balance"):
                                                                $1,186,963,273

First Distribution Date:  January 17, 2003

Master Servicer: Wachovia Bank, National Association            Trustee: LaSalle Bank National Association

Special Servicer: Lennar Partners, Inc.                         Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. [A-1b] [H] [J] [K] [L] [M] [N]-___              CUSIP No.: _____________
</TABLE>




                                     A-4-1
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
JPMORGAN CHASE BANK, (B) AN AFFILIATE OF JPMORGAN CHASE BANK, OR (C) A
COLLECTIVE INVESTMENT FUND MANAGED BY JPMORGAN CHASE BANK.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

[FOR A CLASS [H] [J] [K] [L] [M] [N] CERTIFICATE: THE CLASS OF CERTIFICATES TO
WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                                     A-4-2
<PAGE>

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS
CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement) and ABN AMRO Bank
N.V., as fiscal agent (the "Fiscal Agent", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 11th calendar day of each month (or, if
such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund


                                     A-4-3
<PAGE>

Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the


                                     A-4-4
<PAGE>

Certificate Registrar one of the certifications described in clause (i) of the
preceding sentence or the Opinion of Counsel described in clause (ii) of the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in either Exhibit F-2A or
Exhibit F-2B attached to the Agreement are, with respect to the subject
Transfer, true and correct.

            If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of
Counsel to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as discussed below, an interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may not be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

            Notwithstanding the preceding paragraph, any interest in a Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

            Also notwithstanding the second preceding paragraph, any interest in
a Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of Section 5.02(b) of the Agreement,
(ii) a certification from such Certificate Owner to the effect that it is the
lawful owner of the beneficial interest being transferred and (iii) such written
orders and instructions as are required under the applicable procedures of the
Depository to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Rule 144A
Global Certificate. Upon delivery to the Certificate Registrar of such
certifications and/or opinions and such orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with the Agreement to the applicable Transferee.

                                     A-4-5
<PAGE>

            Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.

            Notwithstanding the preceding paragraph, any interest in a
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred by the Depositor or any Affiliate of the
Depositor to any Person who takes delivery in the form of a beneficial interest
in the Rule 144A Global Certificate for such Class of Certificates upon delivery
to the Certificate Registrar of (x) a certificate to the effect that the
Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates and increase
the denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Furthermore, no transfer of this Certificate or any
interest herein shall be made to any of the following (each, an "Ineligible
Purchaser"): (i) JPMorgan Chase Bank, (ii) an affiliate of JPMorgan Chase Bank,
or (iii) a collective investment fund managed by JPMorgan Chase Bank. Except in
connection with the initial issuance of the Certificates or any Transfer of this
Certificate or any interest herein by the Depositor, Lehman Brothers Inc. or any
of their respective Affiliates or, if this Certificate constitutes a Global
Certificate, any Transfer of this Certificate to a successor Depository or to
the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, and, if
this Certificate constitutes a Global Certificate, any Certificate Owner
transferring an interest herein shall be required to obtain from its prospective
Transferee, either: (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such


                                     A-4-6
<PAGE>

interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is rated in one of the four highest generic rating categories by
either Rating Agency, and this Certificate or an interest herein is being
acquired by or on behalf of a Plan in reliance on any of Prohibited Transaction
Exemption 91-14, a certification to the effect that such Plan (X) is an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or
any Mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee, if a Plan, satisfies the requirements of the immediately
preceding clauses (X) and (Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (X) and (Y); or (iv) a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar (if
this Certificate constitutes a Definitive Certificate) or the Transferor (if
this Certificate constitutes a Global Certificate) a certification and/or
Opinion of Counsel as required by the preceding sentence, then such Transferee
shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or any interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code. Each Transferee of this Certificate or any interest herein
shall be deemed to have represented and warranted that it is not an Ineligible
Purchaser. Any acquisition of this Certificate or any interest herein by an
Ineligible Purchaser shall be void ab initio.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

                                     A-4-7
<PAGE>

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-4-8
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [A-1b] [H] [J] [K] [L] [M] [N] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer





                                     A-4-9
<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________
_______________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________


Dated:


                                          --------------------------------------
                                          Signature by or on behalf of Assignor


                                          --------------------------------------
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

                  Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-4-10
<PAGE>


                                   EXHIBIT A-5

                 FORM OF CLASS [P] [Q] [S] [T] [U] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C7
     CLASS [P] [Q] [S] [T] [U] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C7


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Pass-Through Rate:  Variable                                     Initial Certificate Principal Balance of this Certificate as
                                                                 of the Closing Date:
                                                                 $_______________

Date of Pooling and Servicing Agreement:                         Class Principal Balance of all the Class [P] [Q] [S] [T] [U]
December 11, 2002                                                Certificates as of the Closing Date:
                                                                 $_______________

Cut-off Date: December 11, 2002                                  Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date: December 27, 2002                                  due on or before such date (the "Initial Pool Balance"):
                                                                 $1,186,963,273

First Distribution Date: January 17, 2003

Master Servicer: Wachovia Bank, National Association             Trustee: LaSalle Bank National Association

Special Servicer: Lennar Partners, Inc.                          Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. [P] [Q] [S] [T] [U]-___                          CUSIP No.: _____________
</TABLE>




                                     A-5-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
JPMORGAN CHASE BANK, (B) AN AFFILIATE OF JPMORGAN CHASE BANK, OR (C) A
COLLECTIVE INVESTMENT FUND MANAGED BY JPMORGAN CHASE BANK.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that _____________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the principal balance of this Certificate (its
"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc., as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes


                                     A-5-2
<PAGE>

any successor entity under the Agreement) and ABN AMRO Bank N.V., as fiscal
agent (the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 11th calendar day of each month (or, if
such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.


                                     A-5-3
<PAGE>

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate on behalf of, as named fiduciary of,
as trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code.
Furthermore, no transfer of this Certificate or any interest herein shall be
made to any of the following (each, an "Ineligible Purchaser"): (i) JPMorgan
Chase Bank, (ii) an affiliate of JPMorgan Chase Bank, or (iii) a collective
investment fund managed by


                                     A-5-4
<PAGE>


JPMorgan Chase Bank. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) if this Certificate is rated in one of the four
highest generic rating categories by either Rating Agency, and this Certificate
is being acquired by or on behalf of a Plan in reliance on any of Prohibited
Transaction Exemption 91-14, a certification to the effect that such Plan (X) is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or
any Mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee, if a Plan, satisfies the requirements of the immediately
preceding clauses (X) and (Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (X) and (Y); or (iv) a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee that such Transfer will not result in a violation of Section 406
or 407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar a certification and/or Opinion of Counsel
as required by the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of this Certificate or such interest
herein by such Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code. Each Transferee
of this Certificate or any interest herein shall be deemed to have represented
and warranted that it is not an Ineligible Purchaser. Any acquisition of this
Certificate or any interest herein by an Ineligible Purchaser shall be void ab
initio.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders


                                     A-5-5
<PAGE>

of all amounts held by or on behalf of the Trustee and required to be
distributed to them pursuant to the Agreement following the earlier of (i) the
final payment (or any advance with respect thereto) on or other liquidation of
the last Mortgage Loan or REO Property remaining in the Trust, and (ii) the
purchase by the Depositor, Lehman Brothers Inc., the Master Servicer, the
Special Servicer or any Controlling Class Certificateholder at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.





                                     A-5-6
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


                  This is one of the Class [P] [Q] [S] [T] [U] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer




                                     A-5-7
<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________


Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________.

                  Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-5-8
<PAGE>


                                   EXHIBIT A-6

             FORM OF CLASS [R-I] [R-II] [R-III] [R-LR] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C7
 CLASS [R-I] [R-II] [R-III] [R-LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C7


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by


                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in the
December 11, 2002                                                related Class:  ___%

Cut-off Date: December 11, 2002                                  Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date: December 27, 2002                                  due on or before such date (the "Initial Pool Balance"):
                                                                 $1,186,963,273

First Distribution Date: January 17, 2003

Master Servicer: Wachovia Bank, National Association             Trustee: LaSalle Bank National Association

Special Servicer: Lennar Partners, Inc.                          Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. [R-I] [R-II] [R-III] [R-LR]-___                  CUSIP No.: _____________
</TABLE>




                                     A-6-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
JPMORGAN CHASE BANK, (B) AN AFFILIATE OF JPMORGAN CHASE BANK, OR (C) A
COLLECTIVE INVESTMENT FUND MANAGED BY JPMORGAN CHASE BANK.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE [FOR CLASSES R-I,
R-II AND R-III: IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" (A "REMIC")] [FOR CLASS R-LR: EVIDENCES THE SOLE "RESIDUAL INTEREST" IN
EACH OF FOUR "REAL ESTATE MORTGAGE INVESTMENT CONDUITS" (EACH, A "REMIC")] AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between



                                     A-6-2
<PAGE>

Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement) and ABN AMRO Bank
N.V., as fiscal agent (the "Fiscal Agent", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 11th calendar day of each month (or, if
such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, on later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.


                                     A-6-3
<PAGE>

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Furthermore, no transfer of this Certificate or any
interest herein shall be made to any of the following (each, an "Ineligible
Purchaser"): (i) JPMorgan Chase Bank, (ii) an affiliate of JPMorgan Chase Bank,
or (iii) a collective investment fund managed by JPMorgan Chase Bank. Except in
connection with the initial issuance of the Certificates or any Transfer of this
Certificate by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, either:
(i) a certification to the effect that such prospective Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee that such Transfer will not result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code.


                                     A-6-4
<PAGE>


If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar a
certification and/or Opinion of Counsel as required by the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that
either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Certificate or such interest herein by such Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code. Each Transferee of this Certificate or any interest
herein shall be deemed to have represented and warranted that it is not an
Ineligible Purchaser. Any acquisition of this Certificate or any interest herein
by an Ineligible Purchaser shall be void ab initio.

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee. In addition, the Certificate
Registrar shall not register the transfer of an Ownership Interest in this
Certificate to any entity classified as a partnership under the Code unless at
the time of transfer, all of its beneficial owners are United States Persons.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury regulation section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the



                                     A-6-5
<PAGE>

Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

            A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or
(v) a foreign permanent establishment or fixed base (within the meaning of any
applicable income tax treaty between the United States and any foreign
jurisdiction) of a United States Tax Person..

            A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iii) rural electric and telephone cooperatives described in
Section 1381 of the Code and (iv) any other Person so designated by the Tax
Administrator based upon an opinion of counsel that the holding of an Ownership
Interest in a Residual Interest Certificate by such Person may cause the Trust
or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Interest Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

            A "Disqualified Non-United States Tax Person" is, with respect to
any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulation section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulation section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.

            A "Disqualified Partnership" is any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

            A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust (or to the extent provided in the Treasury regulations, if the trust was
in existence on August 20, 1996 and elected to be treated as a United States
Person), all within the meaning of Section 7701(a)(30) of the Code.


                                     A-6-6
<PAGE>

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-6-7
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


            This is one of the Class [R-I] [R-II] [R-III] [R-LR] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Certificate Registrar


                                            By:
                                                --------------------------------
                                                Authorized Officer





                                     A-6-8
<PAGE>


                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________


Dated:


                                          --------------------------------------
                                          Signature by or on behalf of Assignor


                                          --------------------------------------
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


                  The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

            Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.





                                     A-6-9
<PAGE>


                                   EXHIBIT A-7

                          FORM OF CLASS V CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C7
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C7


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in the
December 11, 2002                                                related Class: ___%

Cut-off Date: December 11, 2002                                  Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date: December 27, 2002                                  due on or before such date (the "Initial Pool Balance"):
                                                                 $1,186,963,273

First Distribution Date: January 17, 2003

Master Servicer: Wachovia Bank, National Association             Trustee:  LaSalle Bank National Association

Special Servicer: Lennar Partners, Inc.                          Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No. V-___                                            CUSIP No.:  _____________
</TABLE>



                                     A-7-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
JPMORGAN CHASE BANK, (B) AN AFFILIATE OF JPMORGAN CHASE BANK, OR (C) A
COLLECTIVE INVESTMENT FUND MANAGED BY JPMORGAN CHASE BANK.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

            This certifies that ________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Class V Certificates. The Trust was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), between Structured Asset Securities
Corporation II, as depositor (the "Depositor", which term includes any successor
entity under the Agreement), Wachovia Bank, National Association, as master
servicer (the "Master Servicer", which term includes any successor entity under
the Agreement), Lennar Partners, Inc., as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association, as trustee (the "Trustee", which term
includes any successor entity under the Agreement) and ABN AMRO Bank N.V., as
fiscal agent (the "Fiscal Agent", which term includes any successor entity under
the Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

            Pursuant to the terms of the Agreement, distributions will be made
on the 4th Business Day following the 11th calendar day of each month (or, if
such 11th calendar day is not a Business Day, then the 5th


                                     A-7-2
<PAGE>

Business Day following such 11th calendar day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to (or, in the
case of the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

            The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which


                                     A-7-3
<PAGE>

Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

            No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Furthermore, no transfer of this Certificate or any
interest herein shall be made to any of the following (each, an "Ineligible
Purchaser"): (i) JPMorgan Chase Bank, (ii) an affiliate of JPMorgan Chase Bank,
or (iii) a collective investment fund managed by JPMorgan Chase Bank. Except in
connection with the initial issuance of the Certificates or any Transfer of this
Certificate by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, either:
(i) a certification to the effect that such prospective Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee that such Transfer will
not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the
Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar a
certification and/or Opinion of Counsel as required by the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that
either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Certificate or such interest herein by such Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code. Each Transferee of this Certificate or any interest
herein shall be deemed to have represented and warranted that it is not an
Ineligible Purchaser. Any acquisition of this Certificate or any interest herein
by an Ineligible Purchaser shall be void ab initio.

            No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.


                                     A-7-4
<PAGE>

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

            Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-7-5
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


                  This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated: _____________


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Certificate Registrar


                                            By:
                                                --------------------------------
                                                Authorized Officer




                                     A-7-6
<PAGE>


                                   ASSIGNMENT


            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

            I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:
________________________________________________________________________________
________________________________________________________________________________


Dated:


                                          --------------------------------------
                                          Signature by or on behalf of Assignor


                                          --------------------------------------
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

                  Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-7-7
<PAGE>


                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT




                     [SEE ANNEX D TO PROSPECTUS SUPPLEMENT]



                                      B-1
<PAGE>


                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION


To the parties listed on the attached Schedule A

            Re:    LB-UBS Commercial Mortgage Trust 2002-C7
                   Commercial Mortgage Pass Through Certificates, Series 2002-C7
                   -------------------------------------------------------------
                   (the "Certificates")
                   --------------------

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of December 11, 2002, relating to the above-referenced Certificates
(the "Agreement"), LaSalle Bank National Association, in its capacity as trustee
(the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the
date hereof to the Agreement (except as identified in the exception report
attached hereto) that: (i) all documents specified in clauses (i) through (v),
(vii) and (viii) (without regard to the second parenthetical in such clause
(viii)) of the definition of "Mortgage File", are in its possession or the
possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Agreement has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage
Loan Schedule" accurately reflects the information set forth in the Mortgage
File.

            Neither the Trustee nor any Custodian is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to
determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they
are other than what they purport to be on their face. Furthermore, neither the
Trustee nor any Custodian shall have any responsibility for determining whether
the text of any assignment or endorsement is in proper or recordable form,
whether the requisite recording of any document is in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction. In performing the review contemplated
herein, the Trustee or any Custodian may rely on the Depositor as to the
purported genuineness of any such document and any signature thereon.



                                      C-1
<PAGE>


            Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.


                                  Respectfully,

                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Trustee


                                  By:
                                      ---------------------------------------
                                      Name:
                                      Title:







                                      C-2
<PAGE>


                                   SCHEDULE A


Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attn: LB-UBS Commercial Mortgage Trust 2002-C7

Lennar Partners, Inc.
1601 Washington Avenue
Miami Beach, Florida 33139
Attn: LB-UBS Commercial Mortgage Trust 2002-C7

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York  10019
Attn: LB-UBS Commercial Mortgage Trust 2002-C7

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019
Attn: LB-UBS Commercial Mortgage Trust 2002-C7

Lehman Brothers Holdings Inc., doing business as Lehman Capital,
  a division of Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York  10019
Attn: LB-UBS Commercial Mortgage Trust 2002-C7

UBS Warburg LLC
1285 Avenue of the Americas
New York, New York  10019
Attn: LB-UBS Commercial Mortgage Trust 2002-C7

UBS Warburg Real Estate Investments Inc.
1285 Avenue of the Americas
New York, New York  10019
Attn: LB-UBS Commercial Mortgage Trust 2002-C7





                                      C-3
<PAGE>


                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2002-C7

            Re:   LB-UBS Commercial Mortgage Trust 2002-C7,
                  -----------------------------------------
                  Commercial Mortgage Pass-Through Certificates, Series 2002-C7
                  -------------------------------------------------------------

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of December 11, 2002 (the "Pooling and Servicing Agreement"),
by and between Structured Asset Securities Corporation II, as depositor, the
undersigned, as master servicer (the "Master Servicer"), Lennar Partners, Inc.,
as special servicer (the "Special Servicer"), you, as trustee (the "Trustee")
and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"), the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by or on behalf of you, as Trustee, with respect to the following
described Mortgage Loan for the reason indicated below.

            Property Name:
                           -----------------------------------------------------
            Address:
                     -----------------------------------------------------------
            Control No.:
                         -------------------------------------------------------

            If only particular documents in the Mortgage File are requested,
please specify which: __________________________________________________________
________________________________________________________________________________

Reason for requesting file (or portion thereof):

     _____         1.       Mortgage Loan paid in full. The undersigned hereby
                            certifies that all amounts received in connection
                            with the Mortgage Loan that are required to be
                            credited to the Custodial Account pursuant to the
                            Pooling and Servicing Agreement, have been or will
                            be so credited.

     _____         2.       Other. (Describe) __________________________________
                            ____________________________________________________
                            ____________________________________________________


            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.



                                     D-1-1
<PAGE>

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                   WACHOVIA BANK, NATIONAL ASSOCIATION


                                   By:
                                       -------------------------------------
                                       Name:
                                       Title:






                                     D-1-2
<PAGE>


                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


                                   -----------


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2002-C7

            Re:  LB-UBS Commercial Mortgage Trust 2002-C7
                 Commercial Mortgage Pass-Through Certificates, Series 2002-C7
                 -------------------------------------------------------------

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of December 11, 2002 (the "Pooling and Servicing Agreement"),
by and between Structured Asset Securities Corporation II, as depositor,
Wachovia Bank, National Association, as master servicer (the "Master Servicer"),
the undersigned, as special servicer (the "Special Servicer"), you, as trustee
(the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"),
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

            Property Name:
                           -----------------------------------------------------
            Address:
                     -----------------------------------------------------------
            Control No.:
                         -------------------------------------------------------
            If only particular documents in the Mortgage File are requested,
please specify which: __________________________________________________________
________________________________________________________________________________


Reason for requesting file (or portion thereof):

     _____        1.       Mortgage Loan paid in full. The undersigned hereby
                           certifies that all amounts received in connection
                           with the Mortgage Loan that are required to be
                           credited to the Custodial Account pursuant to the
                           Pooling and Servicing Agreement, have been or will
                           be so credited.

     _____        2.       Other. (Describe)____________________________________
                           _____________________________________________________
                           _____________________________________________________

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof (or within such
longer period as we have indicated as part of our reason for the request),
unless the Mortgage Loan has been paid in full or otherwise liquidated, in which
case the Mortgage File (or such portion thereof) will be retained by us
permanently.



                                     D-2-1
<PAGE>

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                         LENNAR PARTNERS, INC.


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:





                                     D-2-2
<PAGE>


                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT

<TABLE>
<CAPTION>
                                                   LOAN PAYMENT NOTIFICATION REPORT
                                                      AS OF _____________________
------------------------------------------------------------------------------------------------------------------------------------
      S4              S55       S61     S58       P7        P8      P10      P11      P93       P97   SERVICER ESTIMATED INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
                     SHORT                                                            PRECEDING
                     NAME                       SCHEDULED                              FISCAL    MOST                       EXPECTED
                    (WHEN                       MORTGAGE    PAID   CURRENT    MATU-      YR.    RECENT    YIELD   EXPECTED  DISTRI-
                    APPRO-    PROPERTY            LOAN      THRU   INTEREST   RITY      DSCR     DSCR    MAINTE-  PAYMENT    BUTION
PROSPECTUS ID       PRIATE)     TYPE    STATE    BALANCE    DATE     RATE     DATE      NCR       NCF     NANCE     DATE      DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>       <C>     <C>         <C>    <C>        <C>      <C>       <C>      <C>      <C>       <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
SCHEDULED PAYMENTS
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
UNSCHEDULED PAYMENT
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                           $
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.



                                      E-1
<PAGE>


                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
           FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2002-C7

     Re:    LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
            Pass-Through Certificates, Series 2002-C7, Class _____, [having an
            initial aggregate [Certificate Principal Balance] [Certificate
            Notional Amount] as of December 27, 2002 (the "Closing Date") of
            $__________]  [representing a ____% Percentage Interest in the
            subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 11, 2002, between Structured
Asset Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise herein defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

            1. The Transferor is the lawful owner of the Transferred
     Certificates with the full right to transfer such Certificates free from
     any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred Certificates a
     violation of Section 5 of the Securities Act or any state securities laws,
     or would require registration or qualification of the Transferred
     Certificates pursuant to the Securities Act or any state securities laws.


                                     F-1-1
<PAGE>


                                        Very truly yours,

                                        --------------------------------------
                                        (Transferor)


                                        By:
                                            ----------------------------------
                                        Name:
                                        Title:







                                     F-1-2
<PAGE>


                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:   Asset-Backed Securities Trust Services Group--
             LB-UBS Commercial Mortgage Trust 2002-C7

             Re:   LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                   Pass-Through Certificates, Series 2002-C7, Class ___, [having
                   an initial aggregate [Certificate Principal Balance]
                   [Certificate Notional Amount] as of December 27, 2002 (the
                   "Closing Date") of $_______] [representing a ____% Percentage
                   Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to _____________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 11, 2002, between
Structured Asset Securities Corporation II, as Depositor, Wachovia Bank,
National Association, as Master Servicer, Lennar Partners, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, and for the benefit of the Trustee and the Depositor,
that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
     is being made in reliance on Rule 144A. The Transferee is acquiring the
     Transferred Certificates for its own account or for the account of another
     Qualified Institutional Buyer, and understands that such Transferred
     Certificates may be resold, pledged or transferred only (a) to a person
     reasonably believed to be a Qualified Institutional Buyer that purchases
     for its own account or for the account of another Qualified Institutional
     Buyer and to whom notice is given that the resale, pledge or transfer is
     being made in reliance on Rule 144A, or (b) pursuant to another exemption
     from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, and (e) all related matters, that it has requested.




                                     F-2A-1
<PAGE>


            3. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgement below.


                                  Very truly yours,


                                  -----------------------------------------
                                  (Transferee)


                                  By:
                                      -------------------------------------
                                      Name:
                                      Title:


                             NOMINEE ACKNOWLEDGEMENT


            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                  -----------------------------------------
                                  (Nominee)


                                  By:
                                      -------------------------------------
                                      Name:
                                      Title:




                                     F-2A-2
<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2A
                                                         -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
     officer, a person fulfilling an equivalent function, or other executive
     officer of the entity purchasing the Transferred Certificates (the
     "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
     is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $________________(1)
     in securities (other than the excluded securities referred to below) as of
     the end of such entity's most recent fiscal year (such amount being
     calculated in accordance with Rule 144A) and (ii) the Transferee satisfies
     the criteria in the category marked below.

     _____     Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

     _____     Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any state, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of a foreign bank or equivalent institution.

     _____     Savings and Mortgage Loan. The Transferee (a) is a savings and
               loan association, building and loan association, cooperative
               bank, homestead association or similar institution, which is
               supervised and examined by a state or federal authority having
               supervision over any such institutions, or is a foreign savings
               and loan association or equivalent institution and (b) has an
               audited net worth of at least $25,000,000 as demonstrated in its
               latest annual financial statements, a copy of which is attached
               hereto, as of a date not more than 16 months preceding the date
               of sale of the Transferred Certificates in the case of a U.S.

----------------------

(1)      Transferee or each of its equity owners must own and/or invest on a
         discretionary basis at least $100,000,000 in securities unless
         Transferee or any such equity owner, as the case may be, is a dealer,
         and, in that case, Transferee or such equity owner, as the case may be,
         must own and/or invest on a discretionary basis at least $10,000,000 in
         securities.




                                     F-2A-3
<PAGE>

               savings and loan association, and not more than 18 months
               preceding such date of sale in the case of a foreign savings and
               loan association or equivalent institution.

     _____     Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

     _____     Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a state, U.S.
               territory or the District of Columbia.

     _____     State or Local Plan. The Transferee is a plan established and
               maintained by a state, its political subdivisions, or any agency
               or instrumentality of the state or its political subdivisions,
               for the benefit of its employees.

     _____     ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

     _____     Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940.

     _____     QIB Subsidiary. All of the Transferee's equity owners are
               "qualified institutional buyers" within the meaning of Rule 144A.

     _____     Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1) _______________________________________
               _________________________________________________________________
               ________________________________________________________________.

            3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial statements prepared in accordance with generally accepted
     accounting principles and if the investments of such subsidiaries are
     managed under such Person's direction. However, such securities were not
     included if such Person is a majority-owned, consolidated subsidiary of
     another enterprise and such Person is not itself a reporting company under
     the Securities Exchange Act of 1934, as amended.


                                     F-2A-4
<PAGE>

            5. The Transferee is familiar with Rule 144A and understands that
     the Transferor and other parties related to the Transferred Certificates
     are relying and will continue to rely on the statements made herein because
     one or more sales to the Transferee may be in reliance on Rule 144A.

            ___     ___      Will the Transferee be purchasing the Transferred
            Yes     No       Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
     case where the Transferee is purchasing for an account other than its own,
     such account belongs to a third party that is itself a "qualified
     institutional buyer" within the meaning of Rule 144A, and the "qualified
     institutional buyer" status of such third party has been established by the
     Transferee through one or more of the appropriate methods contemplated by
     Rule 144A.

            7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's purchase of the
     Transferred Certificates will constitute a reaffirmation of this
     certification as of the date of such purchase. In addition, if the
     Transferee is a bank or savings and loan as provided above, the Transferee
     agrees that it will furnish to such parties any updated annual financial
     statements that become available on or before the date of such purchase,
     promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.


                                                     ---------------------------
                                                     Print Name of Transferee


                                                     By:
                                                         -----------------------
                                                         Name:
                                                         Title:
                                                         Date:





                                     F-2A-5
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2A
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
     officer, a person fulfilling an equivalent function, or other executive
     officer of the entity purchasing the Transferred Certificates (the
     "Transferee") or, if the Transferee is a "qualified institutional buyer" as
     that term is defined in Rule 144A ("Rule 144A") under the Securities Act of
     1933, as amended, because the Transferee is part of a Family of Investment
     Companies (as defined below), is an executive officer of the investment
     adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, and (ii) as marked below, the
     Transferee alone owned and/or invested on a discretionary basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end of the Transferee's most recent fiscal year. For purposes of
     determining the amount of securities owned by the Transferee or the
     Transferee's Family of Investment Companies, the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment Companies, as the case may be, reports its securities holdings
     in its financial statements on the basis of their market value, and no
     current information with respect to the cost of those securities has been
     published, in which case the securities of such entity were valued at
     market.

     ______    The Transferee owned and/or invested on a discretionary basis
               $___________________ in securities (other than the excluded
               securities referred to below) as of the end of the Transferee's
               most recent fiscal year (such amount being calculated in
               accordance with Rule 144A).

     ______    The Transferee is part of a Family of Investment Companies which
               owned in the aggregate $______________ in securities (other than
               the excluded securities referred to below) as of the end of the
               Transferee's most recent fiscal year (such amount being
               calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
     two or more registered investment companies (or series thereof) that have
     the same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis


                                     F-2A-6
<PAGE>

     by the Transferee, or owned by the Transferee's Family of Investment
     Companies, the securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
     the Transferor and other parties related to the Transferred Certificates
     are relying and will continue to rely on the statements made herein because
     one or more sales to the Transferee will be in reliance on Rule 144A.

            _____   _____    Will the Transferee be purchasing the Transferred
            Yes     No       Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
     case where the Transferee is purchasing for an account other than its own,
     such account belongs to a third party that is itself a "qualified
     institutional buyer" within the meaning of Rule 144A, and the "qualified
     institutional buyer" status of such third party has been established by the
     Transferee through one or more of the appropriate methods contemplated by
     Rule 144A.

            7. The undersigned will notify the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice, the Transferee's purchase of the Transferred
     Certificates will constitute a reaffirmation of this certification by the
     undersigned as of the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.


                                            ------------------------------------
                                            Print Name of Transferee or Adviser


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:
                                                Date:


                                            IF AN ADVISER:


                                            ------------------------------------
                                            Print Name of Transferee


                                            Date:
                                                 -------------------------------




                                     F-2A-7
<PAGE>


                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2002-C7

            Re:    LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                   Pass-Through Certificates, Series 2002-C7, Class _____,
                   [having an initial aggregate [Certificate Principal Balance]
                   [Certificate Notional Amount] as of December 27, 2002 (the
                   "Closing Date") of $_______] [representing a ____% Percentage
                   Interest in the subject Class]

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 11, 2002, between Structured
Asset Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

            1. The Transferee is acquiring the Transferred Certificates for its
     own account for investment and not with a view to or for sale or transfer
     in connection with any distribution thereof, in whole or in part, in any
     manner which would violate the Securities Act of 1933, as amended (the
     "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Class of Certificates to which the
     Transferred Certificates belong, and (c) neither a Transferred Certificate
     nor any security issued in exchange therefor or in lieu thereof may be
     resold or transferred unless it is (i) registered pursuant to the
     Securities Act and registered or qualified pursuant to any applicable state
     securities laws or (ii) sold or transferred in transactions which are
     exempt from such registration and qualification and the Certificate
     Registrar has received: (A) a certification from the Certificateholder
     desiring to effect such transfer substantially in the form attached as
     Exhibit F-1 to the Pooling and Servicing Agreement and a certification from
     such Certificateholder's prospective transferee substantially in the form
     attached either as Exhibit F-2A to the Pooling and Servicing Agreement or
     as Exhibit F-2B to the Pooling and Servicing Agreement; or (B) an opinion
     of counsel satisfactory to the Trustee with respect to, among other things,
     the availability of such exemption from registration under the


                                     F-2B-1
<PAGE>

     Securities Act, together with copies of the written certification(s) from
     the transferor and/or transferee setting forth the facts surrounding the
     transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or interest therein, except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a pledge, disposition or other transfer of any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in any
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security, which (in the case of any of the acts described in
     clauses (a) through (e) above) would constitute a distribution of the
     Transferred Certificates under the Securities Act, would render the
     disposition of the Transferred Certificates a violation of Section 5 of the
     Securities Act or any state securities law or would require registration or
     qualification of the Transferred Certificates pursuant thereto. The
     Transferee will not act, nor has it authorized or will it authorize any
     person to act, in any manner set forth in the foregoing sentence with
     respect to any Transferred Certificate, any interest in any Transferred
     Certificate or any other similar security.

            5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the Pooling and Servicing Agreement and


                                     F-2B-2
<PAGE>

     the Trust Fund created pursuant thereto, (d) the nature, performance and
     servicing of the Mortgage Loans, and (e) all related matters, that it has
     requested.

            6. The Transferee is an "accredited investor" as defined in any of
     paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or
     an entity in which all of the equity owners come within such paragraphs.
     The Transferee has such knowledge and experience in financial and business
     matters as to be capable of evaluating the merits and risks of an
     investment in the Transferred Certificates; the Transferee has sought such
     accounting, legal and tax advice as it has considered necessary to make an
     informed investment decision; and the Transferee is able to bear the
     economic risks of such investment and can afford a complete loss of such
     investment.

            7. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgement below.


                                     Very truly yours,


                                     ---------------------------------
                                     (Transferee)


                                     By:
                                         -----------------------------
                                         Name:
                                         Title:


                             Nominee Acknowledgement
                             -----------------------

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                     ---------------------------------
                                     (Nominee)


                                     By:
                                         -----------------------------
                                         Name:
                                         Title:





                                     F-2B-3
<PAGE>


                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

            Re:   LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2002-C7, Class ___, having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of December 27, 2002 (the
                  "Closing Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 11, 2002, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer to
     it of the Transferor's interest in the Transferred Certificates is being
     made in reliance on Rule 144A. The Transferee is acquiring such interest in
     the Transferred Certificates for its own account or for the account of
     another Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Transferred Certificates and (c) no
     interest in the Transferred Certificates may be resold or transferred
     unless (i) such Certificates are registered pursuant to the Securities Act
     and registered or qualified pursuant any applicable state securities laws,
     or (ii) such interest is sold or transferred in a transaction which is
     exempt from such registration and qualification and the Transferor desiring
     to effect such transfer has received (A) a certificate from such
     Certificate Owner's prospective transferee substantially in the form
     attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
     opinion of counsel to the effect that, among other things, such prospective
     transferee is a Qualified Institutional Buyer and such transfer may be made
     without registration under the Securities Act.



                                     F-2C-1
<PAGE>

            3. The Transferee understands that it may not sell or otherwise
     transfer the Transferred Certificates or any interest therein except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that the
     Transferred Certificates will bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            4. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, (e) any credit enhancement mechanism associated with the
     Transferred Certificates, and (f) all related matters, that it has
     requested.


                                          Very truly yours,


                                          --------------------------------------
                                          (Transferee)


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:





                                     F-2C-2
<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2C
                                                         -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]


            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
     officer, a person fulfilling an equivalent function, or other executive
     officer of the entity acquiring interests in the Transferred Certificates
     (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
     is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
     144A"), because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $____________(1) in
     securities (other than the excluded securities referred to below) as of the
     end of such entity's most recent fiscal year (such amount being calculated
     in accordance with Rule 144A) and (ii) the Transferee satisfies the
     criteria in the category marked below.

     _____  Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986, as amended.

     _____  Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

     _____  Savings and Mortgage Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18

--------------------

(1)      Transferee or each of its equity owners must own and/or invest on a
         discretionary basis at least $100,000,000 in securities unless
         Transferee or any such equity owner, as the case may be, is a dealer,
         and, in that case, Transferee or such equity owner, as the case may be,
         must own and/or invest on a discretionary basis at least $10,000,000 in
         securities.



                                     F-2C-3
<PAGE>

            months preceding such date of sale in the case of a foreign savings
            and loan association or equivalent institution.

     ___    Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

     ___    Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a state, U.S.
            territory or the District of Columbia.

     ___    State or Local Plan. The Transferee is a plan established and
            maintained by a state, its political subdivisions, or any agency or
            instrumentality of the state or its political subdivisions, for the
            benefit of its employees.

     ___    ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

     ___    Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

     ___    QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

     ___    Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial statements prepared in accordance with generally accepted
     accounting principles and if the investments of such subsidiaries are
     managed under such Person's direction. However, such securities were not
     included if such Person is a majority-owned, consolidated subsidiary of
     another enterprise and such Person is not itself a reporting company under
     the Securities Exchange Act of 1934, as amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
     and understands that the Transferor and other parties related to the
     Transferred Certificates are relying and will continue to rely on


                                     F-2C-4
<PAGE>


     the statements made herein because one or more Transfers to the Transferee
     may be in reliance on Rule 144A.

            ___     ___     Will the Transferee be acquiring interests in the
            Yes     No      Transferred Certificates only for the Transferee's
                            own account?

            6. If the answer to the foregoing question is "no," then in each
     case where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's acquisition of any
     interest in of the Transferred Certificates will constitute a reaffirmation
     of this certification as of the date of such acquisition. In addition, if
     the Transferee is a bank or savings and loan as provided above, the
     Transferee agrees that it will furnish to such parties any updated annual
     financial statements that become available on or before the date of such
     acquisition, promptly after they become available.

            8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.


                                         --------------------------------------
                                         (Transferee)


                                         By:
                                             ----------------------------------
                                             Name:
                                             Title:
                                             Date:




                                     F-2C-5
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2C
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
     officer, a person fulfilling an equivalent function, or other executive
     officer of the entity acquired interests the Transferred Certificates (the
     "Transferee") or, if the Transferee is a "qualified institutional buyer" as
     that term is defined in Rule 144A under the Securities Act of 1933, as
     amended ("Rule 144A"), because the Transferee is part of a Family of
     Investment Companies (as defined below), is an executive officer of the
     investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, as amended, and (ii) as marked
     below, the Transferee alone owned and/or invested on a discretionary basis,
     or the Transferee's Family of Investment Companies owned, at least
     $100,000,000 in securities (other than the excluded securities referred to
     below) as of the end of the Transferee's most recent fiscal year. For
     purposes of determining the amount of securities owned by the Transferee or
     the Transferee's Family of Investment Companies, the cost of such
     securities was used, unless the Transferee or any member of the
     Transferee's Family of Investment Companies, as the case may be, reports
     its securities holdings in its financial statements on the basis of their
     market value, and no current information with respect to the cost of those
     securities has been published, in which case the securities of such entity
     were valued at market.

     ____   The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

     ____   The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
     two or more registered investment companies (or series thereof) that have
     the same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.



                                     F-2C-6
<PAGE>


            5. The Transferee is familiar with Rule 144A and understands that
     the Transferor and other parties related to the Transferred Certificates
     are relying and will continue to rely on the statements made herein because
     one or more Transfers to the Transferee will be in reliance on Rule 144A.

             ___      ___     Will the Transferee be acquiring interests in the
             Yes      No      Transferred Certificates only for the Transferee's
                              own account?

            6. If the answer to the foregoing question is "no," then in each
     case where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice, the Transferee's acquisition of any interest in
     the Transferred Certificates will constitute a reaffirmation of this
     certification by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.


                                              ----------------------------------
                                              (Transferee or Adviser)


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:
                                                  Date:


                                              IF AN ADVISER:


                                              Print Name of Transferee


                                              ----------------------------------
                                              Date:






                                     F-2C-7
<PAGE>


                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

            Re:    LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                   Pass-Through Certificates, Series 2002-C7, Class ___, having
                   an initial aggregate [Certificate Principal Balance]
                   [Certificate Notional Amount] as of December 27, 2002 (the
                   "Closing Date") of $__________

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 11, 2002, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

            For purposes of this certification, "United States Securities
Person" means (i) any natural person resident in the United States, (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a
United States Securities Person, other than any estate of which any professional
fiduciary acting as executor or administrator is a United States Securities
Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of
which any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts;


                                     F-2D-1
<PAGE>


provided, however, that the International Monetary Fund, the International Bank
for Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the United Nations and
their agencies, affiliates and pension plans, any other similar international
organizations, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.


Dated: __________, _____


                                          By:
                                              ----------------------------------
                                              As, or agent for, the beneficial
                                              owner(s) of the Certificates to
                                              which this certificate relates.





                                     F-2D-2
<PAGE>


                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)


                               _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2002-C7

            Re:   LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2002-C7 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of December 27, 2002 (the "Closing
Date") of $__________] [evidencing a ____% Percentage Interest in the subject
Class] (the "Transferred Certificates"). The Certificates, including the
Transferred Certificates, were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 11,
2002, between Structured Asset Securities Corporation II, as depositor, Wachovia
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer, LaSalle Bank National Association, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you as
Certificate Registrar, as follows (check the applicable paragraph):

     _____  The Transferee (A) is not an employee benefit plan or other
            retirement arrangement, including an individual retirement account
            or annuity, a Keogh plan or a collective investment fund or separate
            account in which such plans, accounts or arrangements are invested,
            including, without limitation, an insurance company general account,
            that is subject to ERISA or the Code (each, a "Plan"), and (B) is
            not directly or indirectly purchasing the Transferred Certificates
            on behalf of, as named fiduciary of, as trustee of, or with assets
            of a Plan; or

     _____  The Transferee is using funds from an insurance company general
            account to acquire the Transferred Certificates, however, the
            purchase and holding of such Certificates by such Person is exempt
            from the prohibited transaction provisions of Sections 406 and 407
            of ERISA and the excise taxes imposed on such prohibited
            transactions by Section 4975 of the Code, by reason of Sections I
            and III of Prohibited Transaction Class Exemption 95-60.

     _____  The Transferred Certificates are rated in one of the four highest
            generic rating categories by one of the Rating Agencies and are
            being acquired by or on behalf of a Plan in reliance on Prohibited
            Transaction Exemption 91-14; and such Plan (X) is an accredited
            investor as defined in Rule 501(a)(1) of Regulation D of the
            Securities Act, (Y) is not sponsored (within the meaning of Section
            3(16)(B) of ERISA) by the Trustee, the



                                     G-1-1
<PAGE>


            Depositor, any Mortgage Loan Seller, the Master Servicer, the
            Special Servicer, any Sub-Servicer or any Mortgagor with respect to
            Mortgage Loans constituting more than 5% of the aggregate
            unamortized principal balance of all the Mortgage Loans determined
            on the date of the initial issuance of the Certificates, or by any
            Affiliate of such Person, and (Z) agrees that it will obtain from
            each of its Transferees that are Plans, a written representation
            that such Transferee, if a Plan, satisfies the requirements of the
            immediately preceding clauses (X) and (Y), together with a written
            agreement that such Transferee will obtain from each of its
            Transferees that are Plans a similar written representation
            regarding satisfaction of the requirements of the immediately
            preceding clauses (X) and (Y).




                                       Very truly yours,


                                       ------------------------------------
                                       (Transferee)


                                       By:
                                           --------------------------------
                                           Name:
                                           Title:





                                     G-1-2
<PAGE>


                                   EXHIBIT G-2

                        FORM II OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)


                                     [Date]

[TRANSFEROR]

            Re:  LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                 Pass-Through Certificates, Series 2002-C7, (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class ___ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of December 27, 2002 (the "Closing
Date") of $__________] [evidencing a ____% Percentage Interest in the related
Class] (the "Transferred Certificates"). The Certificates, including the
Transferred Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of December 11, 2002 (the "Pooling and Servicing
Agreement"), among Structured Asset Securities Corporation II, as depositor,
Wachovia Bank, National Association, as master servicer, Lennar Partners, Inc.,
as special servicer, LaSalle Bank National Association, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you as
follows (check the applicable paragraph):

     ______ The Transferee (A) is not an employee benefit plan or other
            retirement arrangement, including an individual retirement account
            or annuity, a Keogh plan or a collective investment fund or separate
            account in which such plans, accounts or arrangements are invested,
            including, without limitation, an insurance company general account,
            that is subject to ERISA or the Code (each, a "Plan"), and (B) is
            not directly or indirectly purchasing an interest in the Transferred
            Certificates on behalf of, as named fiduciary of, as trustee of, or
            with assets of a Plan;

     ______ The Transferee is using funds from an insurance company general
            account to acquire an interest in the Transferred Certificates,
            however, the purchase and holding of such interest by such Person is
            exempt from the prohibited transaction provisions of Sections 406(a)
            and (b) and 407 of ERISA and the excise taxes imposed on such
            prohibited transactions by Sections 4975(a) and (b) of the Code, by
            reason of Sections I and III of Prohibited Transaction Class
            Exemption 95-60.

     ______ The Transferred Certificates are rated in one of the four highest
            generic rating categories by one of the Rating Agencies and an
            interest in such Certificates is being acquired by or on behalf of a
            Plan in reliance on Prohibited Transaction Exemption 91-14 and such
            Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
            Regulation D of the Securities Act, (Y) is not sponsored (within the
            meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor,
            any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
            any Sub-Servicer or any Mortgagor with respect to Mortgage Loans
            constituting


                                     G-2-1
<PAGE>


            more than 5% of the aggregate unamortized principal balance of all
            the Mortgage Loans determined on the date of the initial issuance of
            the Certificates, or by any Affiliate of such Person, and (Z) agrees
            that it will obtain from each of its Transferees that are Plans, a
            written representation that such Transferee, if a Plan, satisfies
            the requirements of the immediately preceding clauses (X) and (Y),
            together with a written agreement that such Transferee will obtain
            from each of its Transferees that are Plans a similar written
            representation regarding satisfaction of the requirements of the
            immediately preceding clauses (X) and (Y).


                                              Very truly yours,


                                              ----------------------------------
                                              (Transferee)


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:




                                     G-2-2
<PAGE>


                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(A)(6)(A) AND 860E(E)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


            Re:  LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                 Pass-Through Certificates, Series 2002-C7 (the "Certificates"),
                 issued pursuant to the Pooling and Servicing Agreement (the
                 "Pooling and Servicing Agreement"), dated as of December 11,
                 2002, between Structured Asset Securities Corporation II, as
                 Depositor, Wachovia Bank, National Association, as Master
                 Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle
                 Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
                 as Fiscal Agent


STATE OF                       )
                               )    ss.: ____________________
COUNTY OF                      )

            I, _________________________, under penalties of perjury, declare
that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:

            1. I am a __________________________ of
     ______________________________ (the "Purchaser"), on behalf of which I have
     the authority to make this affidavit.

            2. The Purchaser is acquiring [Class R-I] [Class R-II] [Class R-III]
     [Class R-LR] Certificates representing ________% of the residual interest
     in [each of] the real estate mortgage investment conduit[s] ([each,] a
     "REMIC") designated as ["REMIC I"] ["REMIC II"] ["REMIC III"] [a "Mortgage
     Loan REMIC"], [respectively], relating to the Certificates for which an
     election is to be made under Section 860D of the Internal Revenue Code of
     1986, as amended (the "Code").

            3. The Purchaser is not a "Disqualified Organization" (as defined
     below), and that the Purchaser is not acquiring the [Class R-I] [Class
     R-II] [Class R-III] [Class R-LR] Certificates for the account of, or as
     agent or nominee of, or with a view to the transfer of direct or indirect
     record or beneficial ownership thereof, to a Disqualified Organization. For
     the purposes hereof, a Disqualified Organization is any of the following:
     (i) the United States, (ii) any state or political subdivision thereof,
     (iii) any foreign government, (iv) any international organization, (v) any
     agency or instrumentality of any of the foregoing, (vi) any tax-exempt
     organization (other than a cooperative described in Section 521 of the
     Code) which is exempt from the tax imposed by Chapter 1 of the Code unless
     such organization is subject to the tax imposed by Section 511 of the Code,
     (vii) any organization described in Section 1381(a)(2)(C) of the Code, or
     (viii) any other entity designated as a "disqualified organization" by
     relevant legislation amending the REMIC Provisions and in effect at or
     proposed to be effective as of the time of determination. In addition, a
     corporation will not be treated as an instrumentality of the United States
     or of any state or political subdivision thereof if all of its activities
     are subject to tax (except for the Federal Home Mortgage Loan Mortgage
     Corporation) and a majority of its board of directors is not selected by
     such governmental unit. The terms "United States" and "international
     organization" shall have the meanings set forth in Section 7701 of the
     Code.


                                     H-1-1
<PAGE>

            4. The Purchaser is not a foreign permanent establishment or a fixed
     base (within the meaning of any applicable income tax treaty between the
     United States and any foreign jurisdiction) of a United States Tax Person.

            5. The Purchaser will not cause the income from the [Class R-I]
     [Class R-II] [Class R-III] [Class R-LR] Certificates to be attributable to
     a foreign permanent establishment or fixed base (within the meaning of any
     applicable income tax treaty between the United States and any foreign
     jurisdiction) of a United States Tax Person.

            6. The Purchaser acknowledges that Section 860E(e) of the Code would
     impose a substantial tax on the transferor or, in certain circumstances, on
     an agent for the transferee, with respect to any transfer of any interest
     in any [Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates to
     a Disqualified Organization.

            7. No purpose of the acquisition of the [Class R-I] [Class R-II]
     [Class R-III] [Class R-LR] Certificates is to impede the assessment or
     collection of tax

            8. [Check the statement that applies]

      o     If the Transferor requires the safe harbor under Treasury regulation
            section 1.860E-1 to apply:

            a) In accordance with Treasury regulation section 1.860E-1, the
     Purchaser (i) is an "eligible corporation" as defined in Section
     1.860E-1(c)(6)(i) of the Treasury regulations, as to which the income of
     [Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates will only
     be subject to taxation in the United States, (ii) has, and has had in each
     of its two preceding fiscal years, gross assets for financial reporting
     purposes (excluding any obligation of a person related to the transferee
     within the meaning of Section 1.860E-1(c)(6)(ii) of the Treasury
     regulations or any other assets if a principal purpose for holding or
     acquiring such asset is to satisfy this condition) in excess of $100
     million and net assets of $10 million, and (iii) hereby agrees only to
     transfer the Certificate to another corporation meeting the criteria set
     forth in Treasury regulation section 1.860E-1; ________________________[ ]

            or

            b) The Purchaser is a United States Person and the consideration
     paid to the Purchaser for accepting the [Class R-I] [Class R-II] [Class
     R-III] [Class R-LR] Certificates is greater than the present value of the
     anticipated net federal income taxes and tax benefits ("Tax Liability
     Present Value") associated with owning such Certificates, with such present
     value computed using a discount rate equal to the "Federal short-term rate"
     prescribed by Section 1274 of the Code as of the date hereof or, to the
     extent it is not, if the Transferee has asserted that it regularly borrows,
     in the ordinary course of its trade or business, substantial funds from
     unrelated third parties at a lower interest rate than such applicable
     federal rate and the consideration paid to the Purchaser is greater than
     the Tax Liability Present Value using such lower interest rate as the
     discount rate, the transactions with the unrelated third party lenders, the
     interest rate or rates, the date or dates of such transactions, and the
     maturity dates or, in the case of adjustable rate debt instruments, the
     relevant adjustment dates or periods, with respect to such borrowings, are
     accurately stated in Exhibit A to this letter _________________________[ ]


                                     H-1-2
<PAGE>

     o      If the Transferor does not require the safe harbor under Treasury
            regulation section 1.860E-1 to apply:

            a) The Purchaser is a "United States person" as defined in Section
     7701(a) of the Code and the regulations promulgated thereunder (the
     Purchaser's U.S. taxpayer identification number is __________). The
     Purchaser is not classified as a partnership under the Code (or, if so
     classified, all of its beneficial owners are United States persons); |_|

            or

            b) The Purchaser is not a United States person. However, the
     Purchaser:

               (a) conducts a trade or business within the United States and,
            for purposes of Treasury regulation section 1.860G-3(a)(3), is
            subject to tax under Section 882 of the Code;

               (b) understands that, for purposes of Treasury regulation section
            1.860E-1(c)(4)(ii), as a holder of a [Class R-I] [Class R-II] [Class
            R-III] [Class R-LR] Certificate for United States federal income tax
            purposes, it may incur tax liabilities in excess of any cash flows
            generated by such [Class R-I] [Class R-II] [Class R-III] [Class
            R-LR] Certificate;

               (c) intends to pay the taxes associated with holding a [Class
            R-I] [Class R-II] [Class R-III] [Class R-LR] Certificate;

               (d) is not classified as a partnership under the Code (or, if so
            classified, all of its beneficial owners either satisfy clauses (a),
            (b) and (c) of this sentence or are United States persons); and

               (e) has furnished the Transferor and the Trustee with an
            effective IRS Form W-8ECI or successor form and will update such
            form as may be required under the applicable Treasury regulations
            ______________________________________________________________ [ ]

            9. The Purchaser historically has paid its debts as they have come
     due and intends to pay its debts as they come due in the future and the
     Purchaser intends to pay taxes associated with holding the [Class R-I]
     [Class R-II] [Class R-III] [Class R-LR] Certificates as they become due.

            10. The Purchaser understands that it may incur tax liabilities with
     respect to the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
     Certificates in excess of any cash flows generated by such Certificates.

            11. The Purchaser will not transfer the [Class R-I] [Class R-II]
     [Class R-III] [Class R-LR] Certificates to any person or entity as to which
     the Purchaser has not received an affidavit substantially in the form of
     this affidavit or to any person or entity as to which the Purchaser has
     actual knowledge that the requirements set forth in paragraphs 3, 4, 5, 7
     or 9 hereof are not satisfied, or to any person or entity with respect to
     which the Purchaser has not (at the time of such transfer) satisfied the
     requirements under the Code to conduct a reasonable investigation of the
     financial condition of such person or entity (or its current beneficial
     owners if such person or entity is classified as a partnership under the
     Code).

            12. The Purchaser agrees to such amendments of the Pooling and
     Servicing Agreement as may be required to further effectuate the
     prohibition against transferring the [Class R-I] [Class R-II] [Class R-III]
     [Class R-LR] Certificates to a Disqualified Organization, an agent thereof
     or a person that does not satisfy the requirements of paragraphs 7 and 9.


                                     H-1-3
<PAGE>

            13. The Purchaser consents to the designation of the Trustee as the
     agent of the Tax Matters Person of [REMIC I] [REMIC II] [REMIC III] [the
     Mortgage Loan REMICs] pursuant to Section 10.01(d) of the Pooling and
     Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of
__________________.


                                             By:
                                                 ----------------------------
                                                 Name:
                                                 Title:


            Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be a_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same as his/her free act and deed and as the free act and deed of
the Purchaser.


                                             Subscribed and sworn before me this
                                             ____ day of _______________.


                                             -----------------------------------
                                             Notary Public





                                     H-1-4
<PAGE>


                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2002-C7

            Re:   LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2002-C7 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates evidencing a
____% Percentage Interest in such Class (the "Residual Interest Certificates").
The Certificates, including the Residual Interest Certificates, were issued
pursuant to the Pooling and Servicing Agreement, dated as of December 11, 2002
(the "Pooling and Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank National
Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

                 1. No purpose of the Transferor relating to the transfer of the
            Residual Interest Certificates by the Transferor to the Transferee
            is or will be to impede the assessment or collection of any tax.

                 2. The Transferor understands that the Transferee has delivered
            to you a Transfer Affidavit and Agreement in the form attached to
            the Pooling and Servicing Agreement as Exhibit H-1. The Transferor
            does not know or believe that any representation contained therein
            is false.



                                     H-2-1
<PAGE>

                 3. The Transferor has at the time of this transfer conducted a
            reasonable investigation of the financial condition of the
            Transferee (or the beneficial owners of the Transferee if it is
            classified as a partnership under the Internal Revenue Code of 1986,
            as amended) as contemplated by Treasury regulation section
            1.860E-1(c)(4)(i) and, as a result of that investigation, the
            Transferor has determined that the Transferee has historically paid
            its debts as they became due and has found no significant evidence
            to indicate that the Transferee will not continue to pay its debts
            as they become due in the future. The Transferor understands that
            the transfer of the Residual Interest Certificates may not be
            respected for United States income tax purposes (and the Transferor
            may continue to be liable for United States income taxes associated
            therewith) unless the Transferor has conducted such an
            investigation.


                                           Very truly yours,


                                           ------------------------------------
                                           (Transferee)


                                           By:
                                               --------------------------------
                                               Name:
                                               Title:






                                     H-2-2
<PAGE>


                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT


                                     [Date]


Standard & Poor's Ratings Services
  a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st  Floor
New York, New York  10041
Attention:  Commercial Surveillance Department

Fitch, Inc.
One State Street Plaza
New York, New York 10004
Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement, dated as of December 11, 2002 and relating to
LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2002-C7 (the "Agreement"). Capitalized terms used but not otherwise
defined herein shall have respective meanings assigned to them in the Agreement.

            Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.

            The designation of __________________ as Special Servicer will
become final if certain conditions are met and you deliver to _________________,
the trustee under the Agreement (the "Trustee"), written confirmation that if
the person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.


                                     I-1-1
<PAGE>


            Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.


                                             Very truly yours,


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


Receipt acknowledged:


STANDARD & POOR'S RATINGS SERVICES


By:
    -------------------------------
Name:
Title:
Date:


FITCH, INC.


By:
    -------------------------------
Name:
Title:
Date:




                                     I-1-2
<PAGE>


                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER


                                     [Date]


[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[FISCAL AGENT]

            Re:   LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2002-C7

Ladies and Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement,
dated as of December 11, 2002, relating to LB-UBS Commercial Mortgage Trust
2002-C7, Commercial Mortgage Pass-Through Certificates, Series 2002-C7 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.24 of the Agreement, with the following
corrections with respect to type of entity and jurisdiction of organization:
____________________.



                                                --------------------------------


                                                By:
                                                    ----------------------------
                                                    Name:
                                                    Title:




                                     I-2-1
<PAGE>


                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT







                                       J-1

<PAGE>


                                                                      SCHEDULE 1
                                                                      ----------


            This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation II, as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle Bank National Association, as trustee for the holders of the LB-UBS
Commercial Mortgage Trust 2002-C7, Commercial Mortgage Pass-Through
Certificates, Series 2002-C7 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of December 11, 2002 (the "Pooling and Servicing
Agreement"), between the Debtor, as depositor, the Secured Party, as trustee
(the "Trustee"), Wachovia Bank, National Association, as master servicer (the
"Master Servicer"), Lennar Partners, Inc., as special servicer (the "Special
Servicer"), and ABN AMRO Bank N.V. as fiscal agent, relating to the issuance of
the LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage Pass-Through
Certificates, Series 2002-C7 (the "Series 2002-C7 Certificates"). Capitalized
terms used herein and not defined shall have the respective meanings given to
them in the Pooling and Servicing Agreement.

            The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:

            (1) the mortgage loans listed on the Mortgage Loan Schedule attached
hereto as Exhibit A (the "Mortgage Loans");

            (2) the note or other evidence of indebtedness of the related
borrower under each Mortgage Loan (the "Mortgage Note"), the related mortgage,
deed of trust or other similar instrument securing such Mortgage Note (the
"Mortgage") and each other legal, credit and servicing document related to such
Mortgage Loan (collectively with the related Mortgage Note and Mortgage, the
"Mortgage Loan Documents");

            (3) (a) the Custodial Account and the Defeasance Deposit Account
required to be maintained by the Master Servicer pursuant to the Pooling and
Servicing Agreement, (b) all funds from time to time on deposit in the Custodial
Account and the Defeasance Deposit Account, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

            (4) all REO Property acquired in respect of defaulted Mortgage
Loans;

            (5) (a) the REO Account required to be maintained by the Special
Servicer pursuant to the Pooling and Servicing Agreement, (b) all funds from
time to time on deposit in the REO Account, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

            (6) (a) the Servicing Accounts and the Reserve Accounts required to
be maintained by the Master Servicer and/or the Special Servicer pursuant to the
Pooling and Servicing Agreement, (b) all funds from time to time on deposit in
the Servicing Accounts and the Reserve Accounts, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

            (7) (a) the Interest Reserve Account required to be maintained by
the Secured Party pursuant to the Pooling and Servicing Agreement, (b) all funds
from time to time on deposit in the Interest Reserve


                                       J-2
<PAGE>

Account, (c) the investments of any such funds consisting of securities,
instruments or other obligations, and (d) the general intangibles consisting of
the contractual right to payment, including, without limitation, the right to
payments of principal and interest and the right to enforce the related payment
obligations, arising from or under any such investments;

            (8) (a) the Collection Account required to be maintained by the
Secured Party pursuant to the Pooling and Servicing Agreement, (b) all funds
from time to time on deposit in the Collection Account, (c) the investments of
any such funds consisting of securities, instruments or other obligations, and
(d) the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

            (9) all insurance policies, including the right to payments
thereunder, with respect to the Mortgage Loans required to be maintained
pursuant to the Mortgage Loan Documents and the Pooling and Servicing Agreement,
transferred to the Trust and to be serviced by the Master Servicer or Special
Servicer pursuant to the Pooling and Servicing Agreement;

            (10) any and all general intangibles (as defined in the Uniform
Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

            (11) any and all income, payments, proceeds and products of any of
the foregoing.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2002-C7 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN
ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR
OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED SECURITY OR AN
UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN
EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE
CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR
SECURITY INTEREST OF THE SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT,
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST
AND THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER
ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION. WITH RESPECT TO THE
FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.



                                      J-3
<PAGE>


                             EXHIBIT A TO SCHEDULE 1


                    (See Schedule I- Mortgage Loan Schedule)




                                      J-4
<PAGE>


                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE



Legg Mason Real Estate Services, Inc.

Laureate Capital LLC

Northmarq Capital, Inc.

L.J. Melody & Company of Texas, LP

First Trust Bank for Savings





                                      K-1
<PAGE>


                                   EXHIBIT L-1

      FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE ACCESS
                        FROM CERTIFICATE [HOLDER] [OWNER]


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2002-C7]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:  LB-UBS Commercial Mortgage Trust 2002-C7]

            Re:  LB-UBS Commercial Mortgage Trust 2002-7, Commercial Mortgage
                 Pass-Through Certificates, Series 2002-C7

            In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of December 11, 2002 (the "Pooling and Servicing
Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor"), Wachovia Bank, National Association, as master servicer,
Lennar Partners, Inc., as special servicer, LaSalle Bank National Association,
as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with
respect to LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
Pass-Through Certificates, Series 2002-C7 (the "Certificates"), the undersigned
hereby certifies and agrees as follows:

            1. The undersigned is a [beneficial owner] [registered holder] of
the Class _____ Certificates.

            2. The undersigned is requesting (Please check as applicable):

               (i)      ____    the information (the "Information")  identified
            on the schedule attached hereto pursuant to Section 8.14 of the
            Pooling and Servicing Agreement; or

               (ii)     ____    a password pursuant to Section 4.02 of the
            Pooling and Servicing Agreement for access to information (also, the
            "Information") provided on the [Trustee's] [Master Servicer's]
            Internet Website.

            3. In consideration of the [Trustee's] [Master Servicer's]
disclosure to the undersigned of the Information, the undersigned will keep the
Information confidential (except from such outside persons as are assisting it
in evaluating its interest in Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities to which the
undersigned is subject), and such Information will not, without the prior
written consent of the [Trustee] [Master Servicer], be disclosed by the
undersigned or by its officers, directors, partners, employees, agents or
representatives (collectively, the "Representatives") in any manner whatsoever,
in whole or in part; provided that the undersigned may provide all or any part
of the Information to any other person or entity that holds or is contemplating
the purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.



                                     L-1-1
<PAGE>

            4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                        [BENEFICIAL OWNER OF A CERTIFICATE]
                                        [REGISTERED HOLDER OF A CERTIFICATE]


                                        By:
                                            ---------------------------------
                                            Name:
                                            Title:


                                        -------------------------------------


                                        By:
                                            ---------------------------------
                                            Name:
                                            Title:





                                     L-1-2
<PAGE>


                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2002-C7]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:  LB-UBS Commercial Mortgage Trust 2002-C7]

            Re:    LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                   Pass-Through Certificates, Series 2002-C7

            In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of December 11, 2002 (the "Pooling and Servicing
Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor"), Wachovia Bank, National Association, as master servicer,
Lennar Partners, Inc., as special servicer, LaSalle Bank National Association,
as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with
respect to LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
Pass-Through Certificates, Series 2002-C7 (the "Certificates"), the undersigned
hereby certifies and agrees as follows:

            1. The undersigned is contemplating an investment in the Class _____
Certificates.

            2. The undersigned is requesting (please check as applicable):

               (i) ____ information (the "Information") for use in evaluating
            the possible investment described above as identified on the
            schedule attached hereto pursuant to Section 8.14 of the Pooling and
            Servicing Agreement; or

               (ii) ____ a password pursuant to Section 4.02 of the Pooling and
            Servicing Agreement for access to information (also, the
            "Information") provided on the [Trustee's] [Master Servicer's]
            Internet Website.

            3. In consideration of the [Trustee's] [Master Servicer's]
disclosure to the undersigned of the Information, the undersigned will keep the
Information confidential (except from such outside persons as are assisting it
in making the investment decision described in paragraph 1 above, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities and agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the [Trustee] [Master
Servicer], be disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part.


                                     L-2-1
<PAGE>

            4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                     [PROSPECTIVE PURCHASER OF A CERTIFICATE OR
                                     INTEREST THEREIN]


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:





                                     L-2-2
<PAGE>


                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION










                                       M-1

<PAGE>


                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN


      For loans (a) having a balance of $20,000,000 or less or a balance of
         less than 5% of outstanding pool balance, whichever is less) or
            (b) that are not then one of the ten largest (measured by
                 unpaid principal balance) in the mortgage pool


To:      Standard & Poor's Ratings Services,
            a division of The McGraw-Hill Companies, Inc.
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance


From:    _____________________________________, in its capacity as master
         servicer (the "Master Servicer") under the Pooling and Servicing
         Agreement dated as of December 11, 2002 (the "Pooling and Servicing
         Agreement"), between Structured Asset Securities Corporation II, as
         Depositor, the Master Servicer, Lennar Partners, Inc., as special
         servicer, LaSalle Bank National Association, as trustee (the
         "Trustee"), and ABN AMRO Bank N.V., as fiscal agent.


Date:    _________, 20___


            Re:   LB-UBS Commercial Mortgage Trust 2002-C7, Commercial Mortgage
                  Pass-Through Certificates Series 2002-C7


            Mortgage loan (the "Mortgage Loan") identified by loan number _____
on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Mortgage Loan Schedule by the following name[s]:____________________________
________________________________________________________________________________


Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

As Master Servicer under the Pooling and Servicing Agreement, we hereby:

            1. Notify you that the Mortgagor has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:

            ____       a full defeasance of the payments scheduled to be due in
                       respect of the entire unpaid principal balance of the
                       Mortgage Loan; or

            ____       a partial defeasance of the payments scheduled to be due
                       in respect of a portion of the unpaid principal balance
                       of the Mortgage Loan that represents ___% of the entire
                       unpaid principal balance of the Mortgage Loan and, under
                       the Mortgage, has an allocated loan amount of $_________
                       or _______% of the entire unpaid principal balance;

            2. Certify as to each of the following, and any additional
explanatory notes set forth on Exhibit A hereto:



                                       M-2

<PAGE>

            a. The Mortgage Loan documents permit the defeasance, and the terms
     and conditions for defeasance specified therein were satisfied in all
     material respects in completing the defeasance.

            b. The defeasance was consummated on __________, 20__.

            c. The defeasance collateral consists of securities that (i)
     constitute "government securities" as defined in Section 2(a)(16) of the
     Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
     listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
     2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria
     2000, as amended to the date of the defeasance, (iii) are rated `AAA' by
     Standard & Poor's, (iv) if they include a principal obligation, provide for
     a predetermined fixed dollar amount of principal due at maturity that
     cannot vary or change, and (v) are not subject to prepayment, call or early
     redemption. Such securities have the characteristics set forth below:

         CUSIP         RATE          MAT          PAY DATES          ISSUED
         -----         ----          ---          ---------          ------


            d. The Master Servicer received an opinion of counsel (from counsel
     approved by Master Servicer in accordance with the Servicing Standard) that
     the defeasance will not result in an Adverse REMIC Event.

            e. The Master Servicer determined that the defeasance collateral
     will be owned by an entity (the "Defeasance Obligor") as to which one of
     the statements checked below is true:

      ____   the related Mortgagor was a Single-Purpose Entity (as defined in
             Standard & Poor's Structured Finance Ratings Real Estate Finance
             Criteria, as amended to the date of the defeasance (the "S&P
             Criteria")) as of the date of the defeasance, and after the
             defeasance owns no assets other than the defeasance collateral and
             real property securing Mortgage Loan included in the pool.

      ____   the related Mortgagor designated a Single-Purpose Entity (as
             defined in the S&P Criteria) to own the defeasance collateral; or

      ____   the Master Servicer designated a Single-Purpose Entity (as defined
             in the S&P Criteria) established for the benefit of the Trust to
             own the defeasance collateral.

            f. The Master Servicer received a broker or similar confirmation of
     the credit, or the accountant's letter described below contained statements
     that it reviewed a broker or similar confirmation of the credit, of the
     defeasance collateral to an Eligible Account (as defined in the S&P
     Criteria) in the name of the Defeasance Obligor, which account is
     maintained as a securities account by the Trustee acting as a securities
     intermediary.

            g. As securities intermediary, the Trustee is obligated to make the
     scheduled payments on the Mortgage Loan from the proceeds of the defeasance
     collateral directly to the Master Servicer's collection account in the
     amounts and on the dates specified in the Mortgage Loan documents or, in a
     partial defeasance, the portion of such scheduled payments attributed to
     the allocated loan amount for the real property defeased, increased by any
     defeasance premium specified in the Mortgage Loan documents (the "Scheduled
     Payments").

            h. The Master Servicer received from the Mortgagor written
     confirmation from a firm of independent certified public accountants, who
     were approved by the Master Servicer in


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     accordance with the Servicing Standard, stating that (i) revenues from
     principal and interest payments made on the defeasance collateral (without
     taking into account any earnings on reinvestment of such revenues) will be
     sufficient to timely pay each of the Scheduled Payments after the
     defeasance including the payment in full of the Mortgage Loan (or the
     allocated portion thereof in connection with a partial defeasance) on its
     Maturity Date (or, in the case of an ARD Mortgage Loan, on its Anticipated
     Repayment Date or on the date when any open prepayment period set forth in
     the related Mortgage Loan documents commences), (ii) the revenues received
     in any month from the defeasance collateral will be applied to make
     Scheduled Payments within four (4) months after the date of receipt, and
     (iii) interest income from the defeasance collateral to the Defeasance
     Obligor in any calendar or fiscal year will not exceed such Defeasance
     Obligor's interest expense for the Mortgage Loan (or the allocated portion
     thereof in a partial defeasance) for such year.

            i. The Master Servicer received opinions from counsel, who were
     approved by the Master Servicer in accordance with the Servicing Standard,
     that (i) the agreements executed by the Mortgagor and/or the Defeasance
     Obligor in connection with the defeasance are enforceable against them in
     accordance with their terms, and (ii) the Trustee will have a perfected,
     first priority security interest in the defeasance collateral described
     above.

            j. The agreements executed in connection with the defeasance (i)
     permit reinvestment of proceeds of the defeasance collateral only in
     Permitted Investments (as defined in the S&P Criteria), (ii) permit release
     of surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.

            k. The entire unpaid principal balance of the Mortgage Loan as of
     the date of defeasance was $___________. Such Mortgage Loan (a) has a
     balance of $20,000,000 or less or a balance of less than 5% of outstanding
     pool balance or (b) is not then one of the ten largest (measured by unpaid
     principal balance) in the mortgage pool, in each such case, as of the date
     of the most recent Distribution Date Statement received by us (the "Current
     Report").

            3. The defeasance described herein, together with all prior and
simultaneous defeasances of Mortgage Loans, brings the total of all fully and
partially defeased Mortgage Loans to $__________________, which is _____% of the
aggregate unpaid principal balance of the Mortgage Pool as of the date of the
Current Report.

            4. Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
for placement in the related Mortgage File or, to the extent not required to be
part of the related Mortgage File, are in the possession of the Master Servicer
as part of the Master Servicer's servicing file.

            5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement; and

            6. Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.


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            7. Agree to provide copies of all items listed in Exhibit B to you
upon request.

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                     [MASTER SERVICER]


                                     By: ______________________________________
                                     Name:
                                     Title:








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