<PAGE>


                                                                   Exhibit 4.1



                                                               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 March 11, 2003


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


                                $1,371,385,381


                   LB-UBS Commercial Mortgage Trust 2003-C1


                Commercial Mortgage Pass-Through Certificates,
                                Series 2003-C1

<PAGE>

<TABLE>
<CAPTION>
                                                      TABLE OF CONTENTS

                                                                                                                       Page
                                                                                                                       ----

                                                          ARTICLE I

                                        DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

<S>                        <C>
   SECTION 1.01.           Defined Terms..................................................................................5
   SECTION 1.02.           General Interpretive Principles...............................................................73

                                                         ARTICLE II

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

   SECTION 2.01.           Creation of Trust; Conveyance of Mortgage Loans...............................................74
   SECTION 2.02.           Acceptance of Trust Fund by Trustee...........................................................76
   SECTION 2.03.           Repurchase of Mortgage Loans for Document Defects and Breaches of Representations and
                             Warranties..................................................................................78
   SECTION 2.04.           Representations, Warranties and Covenants of the Depositor....................................82
   SECTION 2.05.           Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V Certificates..........101
   SECTION 2.06.           Execution, Authentication and Delivery of Class R-LR Certificates; Creation of Loan
                             REMIC Regular Interests....................................................................102
   SECTION 2.07.           Conveyance of Loan REMIC Regular Interests; Acceptance of the Loan REMICs by Trustee.........102
   SECTION 2.08.           Execution, Authentication and Delivery of Class R-I Certificates; Creation of REMIC I
                             Regular Interests..........................................................................102
   SECTION 2.09.           Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee...................103
   SECTION 2.10.           Execution, Authentication and Delivery of Class R-II Certificates; Creation of REMIC
                             II Regular Interests.......................................................................103
   SECTION 2.11.           Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee.................103
   SECTION 2.12.           Execution, Authentication and Delivery of REMIC III Certificates.............................103

                                                         ARTICLE III

                                       ADMINISTRATION AND SERVICING OF THE TRUST FUND

   SECTION 3.01.           Administration of the Mortgage Loans.........................................................104
   SECTION 3.02.           Collection of Mortgage Loan Payments.........................................................105
   SECTION 3.03.           Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve
                             Accounts...................................................................................107
   SECTION 3.04.           Custodial Account, Defeasance Deposit Account, Collection Account, Interest Reserve
                             Account and Excess Liquidation Proceeds Account............................................108



                                                            -i-
<PAGE>

   SECTION 3.05.           Permitted Withdrawals From the Custodial Account, the Collection Account, the Interest
                             Reserve Account and the Excess Liquidation Proceeds Account................................113
   SECTION 3.06.           Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Defeasance
                             Deposit Account, the Custodial Account and the REO Account.................................117
   SECTION 3.07.           Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage;
                             Environmental Insurance....................................................................119
   SECTION 3.08.           Enforcement of Alienation Clauses............................................................123
   SECTION 3.09.           Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal Reduction
                             Calculation................................................................................125
   SECTION 3.10.           Trustee and Custodian to Cooperate; Release of Mortgage Files................................129
   SECTION 3.11.           Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing
                             Advances...................................................................................130
   SECTION 3.12.           Property Inspections; Collection of Financial Statements; Delivery of Certain Reports........135
   SECTION 3.13.           Annual Statement as to Compliance............................................................138
   SECTION 3.14.           Reports by Independent Public Accountants....................................................138
   SECTION 3.15.           Access to Certain Information................................................................139
   SECTION 3.16.           Title to REO Property; REO Account...........................................................140
   SECTION 3.17.           Management of REO Property...................................................................142
   SECTION 3.18.           Sale of Mortgage Loans and REO Properties....................................................145
   SECTION 3.19.           Additional Obligations of the Master Servicer; Obligations to Notify Ground Lessors
                             and Hospitality Franchisors; the Special Servicer's Right to Request the Master
                             Servicer to Make Servicing Advances........................................................148
   SECTION 3.20.           Modifications, Waivers, Amendments and Consents; Defeasance..................................150
   SECTION 3.21.           Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping...........156
   SECTION 3.22.           Sub-Servicing Agreements.....................................................................157
   SECTION 3.23.           Representations and Warranties of the Master Servicer........................................160
   SECTION 3.24.           Representations and Warranties of the Special Servicer.......................................161
   SECTION 3.25.           Application of Default Charges...............................................................163

                                                         ARTICLE IV

                                PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

   SECTION 4.01.           Distributions................................................................................165
   SECTION 4.02.           Statements to Certificateholders; CMSA Loan Periodic Update File.............................181
   SECTION 4.03.           P&I Advances.................................................................................189
   SECTION 4.04.           Allocation of Realized Losses and Additional Trust Fund Expenses.............................191
   SECTION 4.05.           Calculations.................................................................................193
   SECTION 4.06.           Use of Agents................................................................................193



                                                            -ii-
<PAGE>

                                                          ARTICLE V

                                                      THE CERTIFICATES

   SECTION 5.01.           The Certificates.............................................................................194
   SECTION 5.02.           Registration of Transfer and Exchange of Certificates........................................194
   SECTION 5.03.           Book-Entry Certificates......................................................................202
   SECTION 5.04.           Mutilated, Destroyed, Lost or Stolen Certificates............................................203
   SECTION 5.05.           Persons Deemed Owners........................................................................204

                                                         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.................................205
   SECTION 6.02.           Continued Qualification and Compliance of Master Servicer; Merger, Consolidation or
                             Conversion of Depositor, Master Servicer or Special Servicer...............................205
   SECTION 6.03.           Limitation on Liability of Depositor, Master Servicer and Special Servicer...................205
   SECTION 6.04.           Resignation of Master Servicer and the Special Servicer......................................206
   SECTION 6.05.           Rights of Depositor and Trustee in Respect of the Master Servicer and the Special
                             Servicer...................................................................................207
   SECTION 6.06.           Depositor, Master Servicer and Special Servicer to Cooperate with Trustee....................208
   SECTION 6.07.           Depositor, Special Servicer and Trustee to Cooperate with Master Servicer....................208
   SECTION 6.08.           Depositor, Master Servicer and Trustee to Cooperate with Special Servicer....................208
   SECTION 6.09.           Designation of Special Servicer and Controlling Class Representative by the
                             Controlling Class..........................................................................208
   SECTION 6.10.           Master Servicer or Special Servicer as Owner of a Certificate................................210
   SECTION 6.11.           Certain Powers of the Controlling Class Representative.......................................210

                                                         ARTICLE VII

                                                           DEFAULT

   SECTION 7.01.           Events of Default............................................................................214
   SECTION 7.02.           Trustee to Act; Appointment of Successor.....................................................218
   SECTION 7.03.           Notification to Certificateholders...........................................................219
   SECTION 7.04.           Waiver of Events of Default..................................................................219
   SECTION 7.05.           Additional Remedies of Trustee Upon Event of Default.........................................220



                                                           -iii-
<PAGE>

                                                        ARTICLE VIII

                                                   CONCERNING THE TRUSTEE

   SECTION 8.01.           Duties of Trustee............................................................................221
   SECTION 8.02.           Certain Matters Affecting Trustee............................................................222
   SECTION 8.03.           Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or
                             Mortgage Loans.............................................................................223
   SECTION 8.04.           Trustee and Fiscal Agent May Own Certificates................................................223
   SECTION 8.05.           Fees and Expenses of Trustee; Indemnification of and by Trustee..............................223
   SECTION 8.06.           Eligibility Requirements for Trustee.........................................................224
   SECTION 8.07.           Resignation and Removal of Trustee...........................................................225
   SECTION 8.08.           Successor Trustee............................................................................226
   SECTION 8.09.           Merger or Consolidation of Trustee and Fiscal Agent..........................................227
   SECTION 8.10.           Appointment of Co-Trustee or Separate Trustee................................................227
   SECTION 8.11.           Appointment of Custodians....................................................................228
   SECTION 8.12.           Appointment of Authenticating Agents.........................................................228
   SECTION 8.13.           Appointment of Tax Administrators............................................................229
   SECTION 8.14.           Access to Certain Information................................................................230
   SECTION 8.15.           Reports to the Securities and Exchange Commission and Related Reports........................232
   SECTION 8.16.           Representations and Warranties of Trustee....................................................239
   SECTION 8.17.           The Fiscal Agent.............................................................................240
   SECTION 8.18.           Representations and Warranties of Fiscal Agent...............................................241

                                                         ARTICLE IX

                                                         TERMINATION

   SECTION 9.01.           Termination Upon Repurchase or Liquidation of All Mortgage Loans.............................243
   SECTION 9.02.           Additional Termination Requirements..........................................................251

                                                          ARTICLE X

                                                  ADDITIONAL TAX PROVISIONS

   SECTION 10.01.          REMIC Administration.........................................................................253
   SECTION 10.02.          Grantor Trust Administration.................................................................256

                                                         ARTICLE XI

                                                  MISCELLANEOUS PROVISIONS

   SECTION 11.01.          Amendment....................................................................................258
   SECTION 11.02.          Recordation of Agreement; Counterparts.......................................................260
   SECTION 11.03.          Limitation on Rights of Certificateholders...................................................260
   SECTION 11.04.          Governing Law; Consent to Jurisdiction.......................................................261



                                                           -iv-
<PAGE>

   SECTION 11.05.          Notices......................................................................................261
   SECTION 11.06.          Severability of Provisions...................................................................262
   SECTION 11.07.          Grant of a Security Interest.................................................................262
   SECTION 11.08.          Streit Act...................................................................................262
   SECTION 11.09.          Successors and Assigns; Beneficiaries........................................................263
   SECTION 11.10.          Article and Section Headings.................................................................263
   SECTION 11.11.          Notices to Rating Agencies...................................................................263
   SECTION 11.12.          Global Opinions..............................................................................264
   SECTION 11.13.          Complete Agreement...........................................................................265
</TABLE>



                                                            -v-
<PAGE>

<TABLE>
<CAPTION>
                                                   SCHEDULES AND EXHIBITS

    Schedule No.     Schedule Description
    -----------      --------------------
<S>                  <C>
          I          Mortgage Loan Schedule
         II          [Reserved]
        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] [P] [Q] [S]
                     Certificate
        A-5          Form of Class [T] 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
         N           Form of Seller/Depositor Notification
         O           Form of Controlling Class Representative Confidentiality Agreement
</TABLE>



                                                            -vi-
<PAGE>

          This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of March 11, 2003, 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)                   $      50,249,000
               A-1-2                          Variable (1)                   $      59,751,000
               A-2-1                          Variable (1)                   $      17,311,000
               A-2-2                          Variable (1)                   $      67,277,000
               A-2-3                          Variable (1)                   $      56,858,000
               A-2-4                          Variable (1)                   $      38,554,000
                A-3                           Variable (1)                   $     105,000,000
               A-4-1                          Variable (1)                   $      43,266,000
               A-4-2                          Variable (1)                   $      27,562,000
               A-4-3                          Variable (1)                   $     466,721,000
               A-1b-1                         Variable (1)                   $       7,418,000
               A-1b-2                         Variable (1)                   $      12,501,000
               A-1b-3                         Variable (1)                   $      10,870,000
               A-1b-4                         Variable (1)                   $      33,165,000
               A-1b-5                         Variable (1)                   $      55,744,000
               A-1b-6                         Variable (1)                   $      23,745,000
               A-1b-7                         Variable (1)                   $      60,543,000
                 B                            Variable (1)                   $      25,714,000
                 C                            Variable (1)                   $      25,713,000
                 D                            Variable (1)                   $      20,571,000
                 E                            Variable (1)                   $      18,856,000
                 F                            Variable (1)                   $      17,143,000
                G-1                           Variable (1)                   $       3,695,000
                G-2                           Variable (1)                   $      15,161,000
                H-1                           Variable (1)                   $       1,026,000
                H-2                           Variable (1)                   $      17,831,000
                 J                            Variable (1)                   $      11,999,000
                 K                            Variable (1)                   $      10,286,000
                 L                            Variable (1)                   $      18,856,000
                 M                            Variable (1)                   $       6,857,000
                 N                            Variable (1)                   $       6,857,000
                 P                            Variable (1)                   $      10,286,000
                 Q                            Variable (1)                   $       5,142,000
                 S                            Variable (1)                   $       5,143,000
                 T                            Variable (1)                   $      13,714,381
</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 35
REMIC III Components of the Class X-CL Certificates and each of the 25 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 35 REMIC III Components of the Class X-CL
Certificates and for each of the 25 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                     2.720% per annum                   $     110,000,000
          Class A-2                     3.323% per annum                   $     180,000,000
          Class A-3                     4.095% per annum                   $     105,000,000
          Class A-4                     4.394% per annum                   $     537,549,000
          Class A-1b                    3.850% per annum                   $     203,986,000
           Class B                      4.479% per annum                   $      25,714,000
           Class C                      4.499% per annum                   $      25,713,000
           Class D                      4.538% per annum                   $      20,571,000
           Class E                      4.568% per annum                   $      18,856,000
           Class F                      4.588% per annum                   $      17,143,000
           Class G                      4.647% per annum                   $      18,856,000
           Class H                      5.173% per annum (1)               $      18,857,000
           Class J                      5.328% per annum (1)               $      11,999,000
           Class K                      5.550% per annum (1)               $      10,286,000
           Class L                      4.549% per annum                   $      18,856,000
           Class M                      4.549% per annum                   $       6,857,000
           Class N                      4.549% per annum                   $       6,857,000
           Class P                      4.549% per annum                   $      10,286,000
           Class Q                      4.549% per annum                   $       5,142,000
           Class S                      4.549% per annum                   $       5,143,000
           Class T                      4.549% per annum                   $      13,714,381
          Class X-CL                        Variable (2)                           (3)
          Class X-CP                        Variable (2)                           (4)
</TABLE>

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

          (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.



                                     -3-
<PAGE>

          (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 $1,371,385,381.

          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 (subject to Section 6.11), that (i) such insurance is not
available at commercially reasonable rates and the subject hazards are not
commonly insured against at the time 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 2004 or December of any year thereafter that does not
immediately precede a leap year or (y) January of 2004 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 2004 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, 2.720% 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 April 2003 through and including the Interest Accrual Period ending in
March 2005, an annual rate equal to the greater of (A) 2.720% 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
March 2005, 2.720% 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 April 2003 through and including the Interest Accrual Period ending in
March 2005, an annual rate equal to the greater of (A) 3.323% 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
March 2005, 3.323% 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 April 2003 through and including the Interest Accrual Period ending in
March 2006, an annual rate equal to the greater of (A) 3.323% 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
March 2006, 3.323% 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 April 2003 through and including the Interest Accrual Period ending in
March 2007, an annual rate equal to the greater of (A) 3.323% 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
March 2007, 3.323% per annum;

          (f) with respect to REMIC II Regular Interest A-2-4, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
November 2007, an annual rate equal to the greater of (A) 3.323% 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
November 2007, 3.323% per annum;

          (g) with respect to REMIC II Regular Interest A-3, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
November 2007, an annual rate equal to the greater of (A) 4.095% 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
November 2007, 4.095% per annum;



                                     -7-
<PAGE>

          (h) 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 April 2003 through and including the Interest Accrual Period ending in
November 2007, an annual rate equal to the greater of (A) 4.394% 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
November 2007, 4.394% per annum;

          (i) 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 April 2003 through and including the Interest Accrual Period ending in
March 2009, an annual rate equal to the greater of (A) 4.394% 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
March 2009, 4.394% per annum;

          (j) 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 April 2003 through and including the Interest Accrual Period ending in
March 2010, an annual rate equal to the greater of (A) 4.394% 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
March 2010, 4.394% per annum;

          (k) with respect to REMIC II Regular Interest A-1b-1, for any
Interest Accrual Period, 3.850% per annum;

          (l) 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 April 2003 through and including the Interest Accrual Period ending in
March 2005, an annual rate equal to the greater of (A) 3.850% 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
March 2005, 3.850% per annum;

          (m) 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 April 2003 through and including the Interest Accrual Period ending in
March 2006, an annual rate equal to the greater of (A) 3.850% 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
March 2006, 3.850% per annum;

          (n) 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 April 2003 through and including the Interest Accrual Period ending in
March 2007, an annual rate equal to the greater of (A) 3.850% 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
March 2007, 3.850% per annum;

          (o) 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 April 2003 through and including the Interest Accrual Period ending in
November 2007, an annual rate equal to the greater of (A) 3.850% 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
November 2007, 3.850% per annum;

          (p) 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 April 2003 through and including the Interest Accrual Period ending in
March 2009, an annual rate equal to the greater of (A) 3.850% 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 March 2009, 3.850% per annum;

          (q) 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 April 2003 through and including the Interest Accrual Period ending in
March 2010, an annual rate equal to the greater of (A) 3.850% 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
March 2010, 3.850% per annum;

          (r) with respect to REMIC II Regular Interest B, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
March 2010, an annual rate equal to the greater of (A) 4.479% 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
March 2010, 4.479% per annum;

          (s) with respect to REMIC II Regular Interest C, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
March 2010, an annual rate equal to the greater of (A) 4.499% 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
March 2010, 4.499% per annum;

          (t) with respect to REMIC II Regular Interest D, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
March 2010, an annual rate equal to the greater of (A) 4.538% 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
March 2010, 4.538% per annum;

          (u) with respect to REMIC II Regular Interest E, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
March 2010, an annual rate equal to the greater of (A) 4.568% 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
March 2010, 4.568% per annum;

          (v) with respect to REMIC II Regular Interest F, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
March 2010, an annual rate equal to the greater of (A) 4.588% 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
March 2010, 4.588% per annum;

          (w) with respect to REMIC II Regular Interest G-1, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
March 2007, an annual rate equal to the greater of (A) 4.647% 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
March 2007, 4.647% per annum;

          (x) with respect to REMIC II Regular Interest G-2, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
November 2007, an annual rate equal to the greater of (A) 4.647% per annum



                                     -9-
<PAGE>

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
November 2007, 4.647% per annum;

          (y) 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 April 2003 through and including the Interest Accrual Period ending in
March 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) 5.173% 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 March 2006, an annual rate equal to the lesser of (X)
5.173% per annum and (Y) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period;

          (z) 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 April 2003 through and including the Interest Accrual Period ending in
March 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) 5.173% 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 March 2007, an annual rate equal to the lesser of (X)
5.173% per annum and (Y) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period;

          (aa) with respect to REMIC II Regular Interest J, (i) for any
Interest Accrual Period from and including the Interest Accrual Period ending
in April 2003 through and including the Interest Accrual Period ending in
March 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) 5.328% 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 March 2006, an annual rate equal to the lesser of (X)
5.328% per annum and (Y) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period;

          (bb) with respect to REMIC II Regular Interest K, for any Interest
Accrual Period, an annual rate equal to the lesser of (X) 5.550% per annum and
(Y) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period; and

          (cc) 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 and REMIC II Regular
Interest T, for any Interest Accrual Period, an annual rate equal to 4.549%
per annum.

          "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, the tax
on prohibited contributions set forth in Section 860G(d) of the Code and/or
the tax on "net income from foreclosure property" as defined in Section
860G(c) 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



                                     -11-
<PAGE>

unfunded improvement or other applicable reserves, in respect of the related
Mortgaged Property or 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



                                     -12-
<PAGE>

such Due Date if such Mortgage Loan had been required to continue to accrue
interest (other than 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 that (A) were received by
or on behalf of 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 2004 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 2005 or January of any year
thereafter that is not a leap year or during February of 2004 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 2003-C1, Commercial Mortgage Pass-Through Certificates, Series 2003-C1,
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 and Class T 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 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 35 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 25 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

          "Closing Date" shall mean March 20, 2003.



                                     -18-
<PAGE>

          "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.

          "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.

          "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.

          "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 be approved by the CMSA for commercial mortgage
securities transactions generally.

          "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. 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



                                     -19-
<PAGE>

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.

          "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.

          "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 be approved by the CMSA for commercial mortgage securities
transactions generally. 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.

          "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.

          "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



                                     -20-
<PAGE>

time to time be approved by the CMSA for commercial mortgage-backed securities
transactions generally.

          "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.

          "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 CMSA for commercial mortgage securities transactions generally.

          "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 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



                                     -21-
<PAGE>

holders of LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
Pass-Through Certificates, Series 2003-C1".

          "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 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 or
on behalf of 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 2003-C1.

          "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



                                     -22-
<PAGE>

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 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, REMIC II Regular Interest A-2-3 and REMIC II Regular Interest
A-2-4 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; each of REMIC II Regular
Interest G-1 and REMIC II Regular Interest G-2 shall be a Corresponding REMIC
II Regular Interest with respect to the Class G 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.

          "Covered Costs" shall mean, with respect to any Mortgage Loan and
any related costs and expenses that the Depositor or the UBS Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to Section
2.03(e), (i) if such Mortgage Loan has an original principal balance equal to
or less than $10,000,000, the entire amount of such costs and expenses, but
only in the event such costs and expenses exceed a threshold of $10,000 and
(ii) if such Mortgage Loan has an original principal balance greater than
$10,000,000, the entire amount of such costs and expenses, but only in the
event such costs and expenses exceed a threshold of $25,000. In the case of
clauses (i) and (ii) above in this definition, in the event the subject costs
and expenses do not exceed the required threshold stated in each such clause,
as applicable, the "Covered Costs" shall be $0.

          "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



                                     -23-
<PAGE>

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 2003-C1,
Commercial Mortgage Pass-Through Certificates, Series 2003-C1, 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 March 11, 2003.

          "Cut-off Date Balance" shall mean, with respect to any 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.

          "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
or on behalf of 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.



                                     -24-
<PAGE>

          "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.

          "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 April 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 or
on behalf of 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



                                     -25-
<PAGE>

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 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.



                                     -26-
<PAGE>

          "Distribution Date" shall mean the date each month, commencing in
April 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 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.



                                     -27-
<PAGE>

          "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 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 2003-C1, Commercial
Mortgage Pass-Through Certificates, Series 2003-C1".

          "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 and the Class
T Certificates.



                                     -28-
<PAGE>

          "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.

          "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.

          "Five-Year Mortgage Loan" shall mean any Mortgage Loan that has a
Stated Maturity Date that extends not more than five years from the
origination date of such Mortgage Loan.

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



                                     -29-
<PAGE>

          "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.

          "Grantor Trust Assets" shall mean any Additional Interest received
by or on behalf of 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.

          "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,



                                     -30-
<PAGE>

any 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, any 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 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.

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

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

          "Initial Resolution Period" shall have the meaning assigned thereto
in Section 2.03(a).

          "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.



                                     -31-
<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 2003-C1, Commercial
Mortgage Pass-Through Certificates, Series 2003-C1".

          "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 2004 or February of any year
thereafter or during January of 2005 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



                                     -32-
<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 or on behalf of 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 or on behalf of 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 or on behalf of 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.

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

          "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of March 11, 2003, between
the LBHI Mortgage Loan Seller and the Depositor.

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

          "LBHI Mortgage Loan Seller" shall mean LBHI.



                                     -33-
<PAGE>

          "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 Mortgage Loan" shall mean any LBHI Mortgage Loan or any LUBS
Mortgage Loan.

          "Lehman Mortgage Loan Seller" shall mean the LBHI Mortgage Loan
Seller or the LUBS Mortgage Loan Seller.

          "Lennar" shall mean Lennar Partners, 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 or in connection with the final payoff of a Corrected Mortgage Loan
(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 or on
behalf of the Trust in connection with:



                                     -34-
<PAGE>

(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, 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).



                                     -35-
<PAGE>

          "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 or on behalf of 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 or
on behalf of 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 Interest
received by or on behalf of 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.

          "LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of March 11, 2003, between
LBHI, LUBS Inc. as mortgage loan seller and the Depositor.



                                     -36-
<PAGE>

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

          "LUBS Mortgage Loan Seller" shall mean LUBS, Inc., or its successor
in interest.

          "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 or on behalf of 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 (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 April 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



                                     -37-
<PAGE>

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 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 2003-C1, Commercial
                   Mortgage Pass-Through Certificates, Series 2003-C1" 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



                                     -38-
<PAGE>

                   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
                   2003-C1, Commercial Mortgage Pass-Through Certificates,
                   Series 2003-C1" (or, in each case, a copy thereof,
                   certified to be the copy of such assignment submitted for
                   recording);

          (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
                   2003-C1, Commercial Mortgage Pass-Through Certificates,
                   Series 2003-C1");

          (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)   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 2003-C1,
                   Commercial Mortgage Pass-Through Certificates, Series
                   2003-C1";

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



                                     -39-
<PAGE>

          (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 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 2003-C1,
                   Commercial Mortgage Pass-Through Certificates, Series
                   2003-C1";

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

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

          (xviii)  with respect to hospitality properties, a signed copy of
                   the franchise agreement (if any) and franchisor comfort
                   letter (if any);

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 (xviii) 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 LBHI/Depositor
Mortgage Loan Purchase Agreement, the LUBS/Depositor Mortgage Loan Purchase
Agreement and the UBS/Depositor Mortgage Loan Purchase Agreement.

                                     -40-
<PAGE>

          "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;

          (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 LBHI Mortgage Loan Seller,
the LUBS Mortgage Loan Seller and the UBS Mortgage Loan Seller.

          "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.



                                     -41-
<PAGE>

          "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.

          "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, with respect to
any REMIC II Regular Interest, for any Interest Accrual Period, a rate per
annum equal to the Pass-Through Rate in effect during such Interest Accrual
Period for the Class of Principal Balance Certificates as to which such REMIC
II Regular Interest is the sole Corresponding REMIC II Regular Interest or is
one of the Corresponding REMIC II Regular Interests, as applicable.

          "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 or on behalf of 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).



                                     -42-
<PAGE>

          "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 or on behalf of the Trust with respect to any
Mortgage Loan or REO Mortgage Loan, net of any Workout Fee or Liquidation Fee
payable therefrom.

          "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.



                                     -43-
<PAGE>

          "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 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.

          "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 $1,371,385,381, in the
case of the Class X-CL Certificates, and $1,236,577,000, 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.



                                     -44-
<PAGE>

          "Pass-Through Rate" shall mean:

          (a) with respect to the Class A-1 Certificates for any Interest
Accrual Period, 2.720% per annum;

          (b) with respect to the Class A-2 Certificates for any Interest
Accrual Period, 3.323% per annum;

          (c) with respect to the Class A-3 Certificates for any Interest
Accrual Period, 4.095% per annum;

          (d) with respect to the Class A-4 Certificates for any Interest
Accrual Period, 4.394% per annum;

          (e) with respect to the Class A-1b Certificates for any Interest
Accrual Period, 3.850% per annum;

          (f) with respect to the Class B Certificates for any Interest
Accrual Period, 4.479% per annum;

          (g) with respect to the Class C Certificates for any Interest
Accrual Period, 4.499% per annum;

          (h) with respect to the Class D Certificates for any Interest
Accrual Period, 4.538% per annum;

          (i) with respect to the Class E Certificates for any Interest
Accrual Period, 4.568% per annum;

          (j) with respect to the Class F Certificates for any Interest
Accrual Period, 4.588% per annum;

          (k) with respect to the Class G Certificates for any Interest
Accrual Period, 4.647% per annum;

          (l) with respect to the Class H Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 5.173% 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) 5.328% 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) 5.550% 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, 4.549% per annum;



                                     -45-
<PAGE>

          (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 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 Five-Year Mortgage Loan" shall mean any Five-Year
Mortgage Loan that is a Corrected Mortgage Loan or as to which a Servicing
Transfer Event has never occurred.

          "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).


                                     -46-
<PAGE>

          "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 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



                                     -47-
<PAGE>

                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.

          "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 evidencing the
largest Percentage Interest in the related Class of Residual Interest
Certificates.



                                     -48-
<PAGE>

          "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 or on behalf of 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 or on behalf of the Trust on any Group 2
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. 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



                                     -49-
<PAGE>

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.

          "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).



                                     -50-
<PAGE>

          "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 or on behalf of 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 or on behalf of
the Trust prior to the related Collection Period;

          (c) the aggregate of all Principal Prepayments received by or on
behalf of 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 or on behalf of 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 or on behalf of 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

          (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 or on behalf of
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).



                                     -51-
<PAGE>

          "Prospectus" shall mean the prospectus dated March 4, 2003, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

          "Prospectus Supplement" shall mean the prospectus supplement dated
March 11, 2003, 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 subsequent to the expiration of the Initial Resolution
Period plus the applicable Resolution Extension Period for the Material
Document Defect or Material Breach, as applicable, 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.

          "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
March 2027; (b) with respect to the Class A-4 and Class A-1b Certificates, the
Distribution Date in March 2032; and (c) with respect to the other Classes of
Certificates, other than the Class X-CL, Class X-CP, Class T, Class R-I, Class
R-II, Class R-III, Class R-LR and Class V Certificates, the Distribution Date
in December 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



                                     -52-
<PAGE>

     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), plus (iii)
     the amount of any and all related Special Servicing Fees, Liquidation
     Fees and/or Workout Fees with respect to such Mortgage Loan or successor
     REO Mortgage Loan that caused any Class of Certificateholders to receive
     less than the full amount of Distributable Certificate Interest on the
     Distribution Date occurring in the Collection Period in which the Final
     Recovery Determination was made (including any Distributable Certificate
     Interest that remained unpaid from prior Distribution Dates), over (b)
     all payments and proceeds, if any, received by or on behalf of 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).

          "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).

          "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.



                                     -53-
<PAGE>

          "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 or on behalf of the Trust after the Closing
Date (other than scheduled payments of interest and principal due on or before
the Cut-off Date, other than any assumption fees paid prior to the Closing
Date, if applicable, and other than Additional Interest received by or on
behalf of the Trust in respect of the ARD Mortgage Loans after their
respective Anticipated Repayment Dates), 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 (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 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 or on
behalf of 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



                                     -54-
<PAGE>

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.

          "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.



                                     -55-
<PAGE>

          "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 or Class R-III Certificate.

          "REMIC III Component" shall mean:

          (a) with respect to the Class X-CL Certificates, any of the
     following 35 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-2-4; 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-1; REMIC III Component X-CL-G-2; 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; and REMIC III Component
     X-CL-T; 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 25 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-2-4; 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-1; REMIC III Component X-CP-G-2; 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 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.



                                     -56-
<PAGE>

          "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 2003-C1, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1, 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 or on behalf of 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 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



                                     -57-
<PAGE>

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,
     (A) for one day (in the event that clause (B) below is not applicable) or
     (B) (x) for 30 days (with the consent of the Controlling Class
     Representative for such 30-day forbearance in deeming such Mortgage Loan
     a "Required Appraisal Loan" under clause (A) above) or (y) for 90 days
     if, clause (B)(x) above



                                     -58-
<PAGE>

     otherwise applies and within the 30-day period provided for in clause
     (B)(x) above, the related Mortgagor has represented in writing to the
     satisfaction of the Master Servicer and the Controlling Class
     Representative that it is diligently seeking a refinancing and such
     Mortgagor continues timely to make monthly payments equivalent to Assumed
     Monthly Payments, or (z) for a period (not to exceed 120 days) beyond the
     maturity date, ending on the date on which it is determined that the
     refinancing could not reasonably be expected to occur, if clause (B)(y)
     above otherwise applies and, within the 90-day period provided for in
     clause (B)(y) above, the related Mortgagor has delivered a refinancing
     commitment satisfactory to the Master Servicer and the Controlling Class
     Representative, and such Mortgagor continues timely to make monthly
     payments equivalent to Assumed Monthly Payments;

          (iv) with respect to which the related 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).



                                     -59-
<PAGE>

          "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.

          "Resolution Extension Period" shall mean:

          (a) for purposes of remediating a Material Breach with respect to
     any Mortgage Loan, the 90-day period following the end of the applicable
     Initial Resolution Period;

          (b) for purposes of remediating a Material Document Defect with
     respect to any Mortgage Loan that is a Performing Mortgage Loan at the
     commencement of, and that does not become a Specially Serviced Mortgage
     Loan during, the applicable Initial Resolution Period, the 90-day period
     following the end of the applicable Initial Resolution Period;

          (c) for purposes of remediating a Material Document Defect with
     respect to any Mortgage Loan that is a Performing Mortgage Loan as of the
     commencement of the applicable Initial Resolution Period, but as to which
     a Servicing Transfer Event occurs during such Initial Resolution Period,
     the period commencing at the end of the applicable Initial Resolution
     Period and ending on, and including, the later of (i) the 45th day
     following the end of such Initial Resolution Period and (ii) the 90th day
     following the receipt by the Depositor, in the case of a Lehman Mortgage
     Loan, or by the UBS Mortgage Loan Seller, in the case of a UBS Mortgage
     Loan, of a Seller/Depositor Notification regarding the occurrence of the
     relevant Servicing Transfer Event; provided that, if the Depositor, in
     the case of a Lehman Mortgage Loan, or the UBS Mortgage Loan Seller, in
     the case of a UBS Mortgage Loan, did not receive a Seller/Depositor
     Notification regarding the occurrence of the relevant Servicing Transfer
     Event during the applicable Initial Resolution Period, then clause (b) of
     this definition will be deemed to apply; and

          (d) for purposes of remediating a Material Document Defect with
     respect to any Mortgage Loan that is a Specially Serviced Mortgage Loan
     as of the commencement of the applicable Initial Resolution Period, the
     45th day following the end of such Initial Resolution Period, provided
     that, if the Depositor, in the case of a Lehman Mortgage Loan, or the UBS
     Mortgage Loan Seller, in the case of a UBS Mortgage Loan, did not receive
     a Seller/Depositor Notification regarding the occurrence of the relevant
     Servicing Transfer Event as of the commencement of the applicable Initial
     Resolution Period, then (i) if such Seller/Depositor Notification is
     received during the applicable Initial Resolution Period, such Servicing
     Transfer Event shall be deemed to have occurred during such Initial
     Resolution Period and clause (c) of this definition will be deemed to
     apply, and (ii) if such Seller/Depositor Notification is not received
     during the applicable Initial Resolution Period, then clause (b) of this
     definition will be deemed to apply.

          "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



                                     -60-
<PAGE>

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.

          "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).

          "Seller/Depositor Notification" shall mean, with respect to any
Mortgage Loan, a written notification executed (in each case promptly upon
becoming aware of such event) by a Responsible Officer of the Trustee, or a
Servicing Officer of the Master Servicer or the Special Servicer, as
applicable, and delivered to the Master Servicer, the Special Servicer and the
Trustee (except to the extent any of the foregoing three parties is the party
delivering the subject Seller/Depositor Notification) and to the UBS Mortgage
Loan Seller (in the case of a UBS Mortgage Loan) and the Depositor (in the
case of a Lehman Mortgage Loan), in each case identifying and describing the
circumstances relating to any of the events set forth below, which
notification shall be substantially in the form of Exhibit N attached hereto:

          (i) the occurrence of a Material Document Defect or Material
     Document Breach which respect to the subject Mortgage Loan;

          (ii) the direction to cure the Material Document Defect or Material
     Breach with respect to the subject Mortgage Loan within the time period and
     subject to the conditions provided for in Section 2.03(a)(in the case of a
     Lehman Mortgage Loan) or Section 5(a) of the UBS/Depositor Mortgage Loan
     Purchase Agreement (in the case of a UBS Mortgage Loan), as applicable;

          (iii) following or simultaneously with the occurrence of a Material
     Document Defect, the existence or occurrence of a Servicing Transfer Event
     with respect to the subject Mortgage Loan;

          (iv) following or simultaneously with the occurrence of a Material
     Document Defect, the existence or occurrence of an assumption or a
     proposed assumption with respect to the subject Mortgage Loan;

          (v) only (A) under the circumstances contemplated by the last
     paragraph of Section 2.03(a)(in the case of a Lehman Mortgage Loan) or
     Section 5(a) of the UBS/Depositor Mortgage Loan Purchase Agreement (in the
     case of a UBS Mortgage Loan), as applicable; and (B) following the
     expiration of the applicable Resolution Extension Period and (C) following
     either the occurrence of a



                                     -61-
<PAGE>

     Servicing Transfer Event or an assumption with respect to the subject
     Mortgage Loan, as applicable, the direction to cure the subject Material
     Document Defect within 15 days of receipt of such Seller/Depositor
     Notification;

          (vi) following the expiration of the 15-day period set forth in
     clause (iv) above, notification of the election by the Master Servicer or
     the Special Servicer, as applicable, to perform the cure obligations with
     respect to the subject Material Document Defect; and/or

          (vii) the expiration of the applicable Resolution Extension Period
     with respect to such Mortgage Loan and the direction to promptly
     repurchase such Mortgage Loan.

In addition to the foregoing parties, a copy of each such Seller/Depositor
Notification shall be delivered to the Controlling Class Representative (to
the extent the Trustee knows the identity of the Controlling Class
Representative) and, in the case of an event described in clauses (v) and/or
(vii) of this definition, to internal counsel to the Depositor or counsel to
the UBS Mortgage Loan Seller, as applicable (to the extent known to the
Trustee).

          "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 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



                                     -62-
<PAGE>

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, except
as specifically provided below in this definition), 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
(together with any transfer or assignment documents related thereto), any
franchise agreement and any franchise comfort letter (together with any
transfer or assignment documents relating thereto), appraisals, surveys,
engineering reports, environmental reports, opinion letters of counsel to a
related Mortgagor, escrow agreements and property management 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).



                                     -63-
<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



                                     -64-
<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 Designated Mortgage Loan Documents" shall mean, with
respect to any Mortgage Loan, the following documents collectively:

          (i)    the original executed Mortgage Note for such Mortgage Loan
                 (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 (with or without
                 recording information);

          (iii)  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, or an irrevocable,
                 binding commitment to issue such title insurance policy);

          (iv)   an original or copy of any Ground Lease and Ground Lease
                 estoppels, if any, relating to such Mortgage Loan; and

          (v)    with respect to Mortgage Loans secured by hospitality
                 properties only, the related franchise agreement (if any) and
                 franchisor comfort letter (if any).

provided that whenever the term "Specially Designated Mortgage Loan Documents"
is used to refer to documents actually received by the Trustee or by a
Custodian on its behalf, such term, with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (iv) and (v) 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.



                                     -65-
<PAGE>

          "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 day (in the event that clause (B) below is not applicable), or (B)
     (x) for 30 days (with the consent of the Controlling Class Representative
     for such 30-day forbearance in deeming such Mortgage Loan a "Specially
     Serviced Mortgage Loan" under clause (A) above) or (y) for 90 days, if
     clause (B)(x) above otherwise applies and within the 30-day period
     provided for in clause (B)(x) above, the related Mortgagor has
     represented in writing to the satisfaction of the Master Servicer and the
     Controlling Class Representative that it is diligently seeking a
     refinancing and such Mortgagor continues timely to make monthly payments
     equivalent to Assumed Monthly Payments, or (z) for such period (not to
     exceed 120 days) beyond the maturity date, ending on the date on which it
     is determined that the refinancing could not reasonably be expected to
     occur, if clause (B)(y) above otherwise applies and, within the 90-day
     period provided for in clause (B)(y) above, the related Mortgagor has
     delivered a refinancing commitment satisfactory to the Master Servicer
     and the Controlling Class Representative and such Mortgagor continues
     timely to make monthly payments equivalent to Assumed Monthly Payments;
     or

          (b) the Master Servicer or the Special Servicer (subject to Section
     6.11 in the case of 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; provided that, upon the occurrence of a potential default in
     the making of the balloon payment on a Five-Year Mortgage Loan, such
     Mortgage Loan shall not be deemed to be a "Specially Serviced Mortgage
     Loan" pursuant to this paragraph (b) if, with respect to such event, the
     Master Servicer has determined (subject to Section 6.11) that the Master
     Servicer's granting of a six-month extension of the maturity date of the
     subject Mortgage Loan (subject to a limit of two such six-month
     extensions for the subject Five-Year Mortgage Loan) is in accordance with
     the Servicing Standard, and at such time no other circumstance identified
     in clauses (a) through (g) of this definition exists that would cause
     such Mortgage Loan to be characterized as a Specially Serviced Mortgage
     Loan; 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 allows for an acceleration of
     the related Mortgage Loan without the application of any grace period
     under the related Mortgage Loan documents shall be deemed not to have a
     grace period; and provided, further, that, in the case of a default that
     relates to the failure by the related Mortgagor to maintain either



                                     -66-
<PAGE>

     all risk insurance that covers acts of terrorism or a separate insurance
     policy that covers acts of terrorism and, as to which the failure to
     maintain such insurance has been determined by the Special Servicer not
     to constitute an "Acceptable Insurance Default", such default must
     continue unremedied for a period of 30 days beyond such determination by
     the Special Servicer); 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;



                                     -67-
<PAGE>

          (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 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 (or the Master Servicer, if applicable)
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 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.



                                     -68-
<PAGE>

          "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).

          "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.



                                     -69-
<PAGE>

          "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 0.00155% per annum.

          "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 March 11, 2003, 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



                                     -70-
<PAGE>

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 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. and 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



                                     -71-
<PAGE>

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 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,



                                     -72-
<PAGE>

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 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.



                                     -73-
<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 2003-C1". 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 (but excludes any assumption fees paid with respect
to a Mortgage Loan prior to the Closing Date, if applicable).

          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



                                     -74-
<PAGE>

property records or UCC Financing Statements, as appropriate, each related
assignment of Mortgage and 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.



                                     -75-
<PAGE>

          (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 (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 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 (C) 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. 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) In connection with the obligations of the Master Servicer under
Sections 3.01(c) and 3.19(c), with regard to each Mortgage Loan that is
secured by the interests of the related Mortgagor in a hospitality property
and each Mortgage Loan that has a related letter of credit, the Depositor
shall (with respect to each such Lehman Mortgage Loan) and the UBS Mortgage
Loan Seller will be obligated under the UBS/Depositor Mortgage Loan Purchase
Agreement to (with respect to each such UBS Mortgage Loan) deliver to and
deposit with the Master Servicer, on or before the Closing Date, any related
franchise agreement, franchise comfort letter and the original of such letter
of credit.

          (f) 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, (i) the Specially Designated
Mortgage Loan Documents are in its possession or the possession of a Custodian
on its behalf, (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.



                                     -76-
<PAGE>

          (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 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),
(viii) and (ix) of the definition of "Mortgage File" (without regard to the
second parenthetical in such clause (viii)), 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 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.



                                     -77-
<PAGE>

          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 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 Rating Agency, the related Mortgage Loan Seller, the
other parties hereto and the Controlling Class Representative. 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. Notwithstanding
anything herein to the contrary, the failure by the Depositor (in the case of
a Lehman Mortgage Loan) and/or the UBS Mortgage Loan Seller (in the case of a
UBS Mortgage Loan) to deliver any item set forth under clause (viii) of the
definition of "Mortgage File", with respect to a Mortgage Loan secured by any
property other than a hospitality property, can never constitute a Material
Document Defect for any purpose under this Agreement or under the
UBS/Depositor Mortgage Loan Purchase Agreement.

          Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a UBS Mortgage Loan, the Trustee shall deliver
a Seller/Depositor Notification to the UBS Mortgage Loan Seller, the Master
Servicer and the Special Servicer and 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, the Trustee shall
deliver a Seller/Depositor Notification to the Depositor, the Master Servicer
and the Special Servicer, and the Depositor shall, not later than 90 days from
the Depositor's receipt of such Seller/Depositor Notification regarding 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



                                     -78-
<PAGE>

meaning of the REMIC Provisions, not later than 90 days following any party
discovering such Material Document Defect or Material Breach) (any such 90-day
period (with respect to a Lehman Mortgage Loan), and any "Initial Resolution
Period", as defined in the UBS/Depositor Mortgage Loan Purchase Agreement
(with respect to a UBS Mortgage Loan), as applicable, are each referred to
herein as the "Initial Resolution Period"), 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 the Initial
Resolution 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 the Initial Resolution 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 the Initial Resolution
Period, then the Depositor shall have an additional period equal to the
applicable Resolution Extension Period 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 extension of
time equal to the applicable Resolution Extension 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 Resolution 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 the applicable Resolution Extension Period); and provided,
further, that, if any such Material Document Defect is still not cured after
the Initial Resolution Period and any such Resolution Extension 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 6 months 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).

          If, during the period of deferral by the Depositor of its cure and
repurchase obligations as contemplated by the last proviso of the preceding
paragraph, or during the deferral by the UBS Mortgage Loan Seller of its cure
and repurchase obligations as provided in Section 5(a) of the UBS/Depositor
Mortgage Loan Purchase Agreement, as applicable, the Mortgage Loan that is the
subject of the Material Document Defect either becomes a Specially Serviced
Mortgage Loan or becomes the subject of a proposed or actual assumption of the
obligations of the related Mortgagor under such Mortgage Loan, then (i) any
party to this Agreement that becomes aware of such event shall deliver a
Seller/Depositor Notification to such effect (unless a Seller/Depositor
Notification with respect to such event has already been delivered by another
party) to the Master Servicer, the Special Servicer, the Trustee, the
Depositor (in the case of a Lehman Mortgage Loan) and the UBS Mortgage Loan
Seller (in the case of a UBS Mortgage Loan), and (ii) the Trustee, upon
becoming aware of such event, shall deliver a Seller/Depositor Notification to
the Master Servicer, the Special Servicer, the Depositor (in the case of a
Lehman Mortgage Loan) and the UBS Mortgage Loan Seller (in the case of a UBS
Mortgage Loan), directing the Depositor or the UBS Mortgage Loan Seller, as
applicable, to cure the subject Material Document Defect within 15 days of
receipt of such Seller/Depositor Notification. If, upon the expiration of such
15-day period, the Depositor or the UBS Mortgage Loan Seller, as applicable,
has failed to cure the subject Material Document Defect, the Master Servicer
or the Special Servicer, as applicable, shall be entitled (but not obligated)
to perform the obligations of the Depositor or the UBS Mortgage Loan Seller,
as applicable, with respect to curing the subject Material Document Defect
(and one of the Master Servicer, the Special Servicer or the Trustee shall
deliver a Seller/Depositor Notification to such effect), and the Depositor
will, and the UBS Mortgage Loan Seller will be obligated under the
UBS/Depositor Mortgage Loan Purchase Agreement to, pay all reasonable costs
and expenses in connection with the applicable servicer's effecting such cure.

          (b) In connection with the events in Section 2.03(a), the Trustee,
shall prepare and deliver, in each case promptly upon becoming aware of such
event, to the Master Servicer and the Special Servicer and to the Depositor
(with respect to a Lehman Mortgage Loan) and the UBS Mortgage Loan Seller
(with respect to a UBS Mortgage Loan), a Seller/Depositor Notification
identifying and describing the circumstances identified in the definition of
"Seller/Depositor Notification" (unless, in the



                                     -79-
<PAGE>

case of an event described in clauses (iii), (iv) and/or (vi), as applicable,
of the definition of "Seller/Depositor Notification", a Seller/Depositor
Notification with respect to such event has already been delivered by the
Master Servicer or the Special Servicer). Further, in connection with the
events in Section 2.03(a), the Master Servicer or the Special Servicer, as
applicable, shall prepare and deliver, in each case promptly upon becoming
aware of such event, to the other such servicer, the Trustee and the Depositor
(with respect to a Lehman Mortgage Loan) and the UBS Mortgage Loan Seller
(with respect to a UBS Mortgage Loan), a Seller/Depositor Notification
identifying and describing the circumstances identified in clauses (iii), (iv)
and/or (vi), as applicable, of the definition of "Seller/Depositor
Notification" (unless such notification has already been delivered). A copy of
each such Seller/Depositor Notification shall also be delivered to the
Controlling Class Representative, and, in the case of an event described in
clauses (v) and/or (vii) of the definition of "Seller/Depositor Notification",
to internal counsel to the Depositor and counsel the UBS Mortgage Loan Seller,
as applicable, to the extent the Trustee, Master Servicer or Special Servicer,
as applicable, knows the identity of such person.

          (c) 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 Section 2.03, 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
Business 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 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.

          (d) In the event the Depositor is obligated to repurchase any Lehman
Mortgage Loan pursuant to this Section 2.03, and/or the UBS Mortgage Loan
Seller is obligated to repurchase any UBS Mortgage Loan pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, such obligation shall extend
to any REO Mortgage Loan as to which (i) the subject Material Breach existed
as to the subject predecessor Mortgage Loan prior to the date the related
Mortgaged Property became an REO



                                     -80-
<PAGE>

Property or within 90 days thereafter, and (ii) the party having the
repurchase obligation had received, no later than 90 days following the date
on which the related Mortgaged Property became an REO Property, a
Seller/Depositor Notification from the Trustee regarding the occurrence of the
applicable Material Breach and directing such party to repurchase the subject
Mortgage Loan.

          (e) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Depositor set
forth in, or made pursuant to, Section 2.04(b)(xxvi) or Section
2.04(b)(xlviii), or on the part of the UBS Mortgage Loan Seller set forth in,
or made pursuant to, paragraph (xxvi) or paragraph (xlviii) of Exhibit B to
the UBS/Depositor Mortgage Loan Purchase Agreement, in each case specifically
relating to whether or not the Mortgage Loan documents or any particular
Mortgage Loan document for any Mortgage Loan requires the related Mortgagor to
bear the reasonable costs and expenses associated with the subject matter of
such representation or warranty, as set forth in such representation or
warranty, then the Master Servicer shall (and the Special Servicer may) direct
the Depositor (in the case of a Lehman Mortgage Loan) or the UBS Mortgage Loan
Seller (in the case of a UBS Mortgage Loan) in writing to wire transfer to the
Custodial Account, within 90 days of such party's receipt of such direction,
the amount of any such reasonable costs and expenses incurred by the Trust
that (i) are due from the Mortgagor, (ii) otherwise would have been required
to be paid by the Mortgagor if such representation or warranty with respect to
such costs and expenses had in fact been true, as set forth in the related
representation or warranty, (iii) have not been paid by the Mortgagor, (iv)
are the basis of such Breach and (v) constitute "Covered Costs". Upon payment
of such costs, the Depositor (in the case of a Lehman Mortgage Loan) or the
UBS Mortgage Loan Seller (in the case of a UBS Mortgage Loan) shall be deemed
to have cured such Breach in all respects. Provided that such payment is made,
this paragraph describes the sole remedy available to the Certificateholders
and the Trustee on their behalf regarding any such Breach, regardless of
whether it constitutes a Material Breach, and neither the Depositor (in the
case of a Lehman Mortgage Loan) nor the UBS Mortgage Loan Seller (in the case
of a UBS Mortgage Loan) shall be obligated to otherwise cure such Breach or
repurchase the affected Mortgage Loan under any circumstances. Amounts
deposited in the Custodial Account pursuant to this paragraph shall constitute
"Liquidation Proceeds" for all purposes of this Agreement (other than Section
3.11(c)).

          (f) 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(f), 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



                                     -81-
<PAGE>

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.

          (g) The UBS/Depositor Mortgage Loan Purchase Agreement 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 UBS Mortgage Loan. This Section 2.03 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.

          (h) 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 this Section 2.03, 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 this Section 2.03, 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.

          (i) 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/Depositor 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.


                                     -82-
<PAGE>

               (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, 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.



                                     -83-
<PAGE>

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

               (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 March 2003.

               (ii) Legal Compliance. If such Mortgage Loan was originated by
     a 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 a 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



                                     -84-
<PAGE>

     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
     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 separate from the related
     Mortgage, 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.
     Each 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. Except as set forth on Schedule III-(v), a
     natural person as individual guarantor has agreed, in effect, to be
     jointly and severally liable with the related Mortgagor, for all
     liabilities, costs, losses, damages or expenses suffered or incurred by
     the mortgagee under such Mortgage Loan by reason of or in connection with
     and to the extent of (A) any intentional fraud or material intentional
     misrepresentation by the related Mortgagor, (B) any breach on the part of
     the related Mortgagor of any environmental representations warranties,
     covenants or indemnity contained in the related Mortgage Loan documents,
     (C) misapplication or misappropriation of rents (received after an event
     of default), insurance proceeds or condemnation awards, and (D) the
     filing of a voluntary bankruptcy or insolvency proceeding by the related
     Mortgagor; provided that, in the case of any breach described in clause
     (B) of this paragraph, such entity (or individual) may instead cover
     through environmental insurance 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. Subject to the limitations and
     exceptions as to enforceability set forth in paragraph (b)(v) above,
     there is no valid offset, defense, counterclaim



                                     -85-
<PAGE>

     or right to rescission, abatement or diminution 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, 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. Except as set forth on Schedule III-(vii),
     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 including all improvements thereon and
     appurtenances and rights related thereto, 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 fully binding pro forma title
     policy or title policy commitment); (C) the rights of tenants (as tenants
     only) under leases (including subleases) pertaining to the related
     Mortgaged Property; (D) 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
     (E) 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 material personal property owned by the Mortgagor that
     is used in, and is reasonably necessary to, the operation of the related
     Mortgaged Property as presently operated by the Mortgagor, and that is
     located on the Mortgaged Property, which personal property includes, in
     the case of Mortgaged Properties operated by the related Mortgagor as a
     nursing facility or hospitality property, all furniture, fixtures,
     equipment and other personal



                                     -86-
<PAGE>

     property located at the subject Mortgaged Property that are owned by the
     Mortgagor and reasonably necessary or material to the operation of the
     subject Mortgaged Property. In the case of any Mortgage Loan secured by a
     hotel, the related loan documents contain such provisions as are
     necessary and UCC financing statements have been filed as necessary, in
     each case, to perfect a valid first priority security interest, to the
     extent such security interest can be perfected by the inclusion of such
     provisions and the filing of a UCC financing statement, in the
     Mortgagor's right to receive related hotel room revenues with respect to
     such Mortgaged Property.

               (ix) 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
     March 2003 became due and payable in respect of, and materially affect,
     any related Mortgaged Property have been paid 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.

               (x) 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.
     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, the
     related Mortgage Loan documents provide that any condemnation awards will
     be applied (or, at the discretion of the mortgagee, will be applied) to
     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.

               (xi) 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, if such policy
     has not yet been issued, such insurance may be evidenced by a binding
     commitment or binding pro forma marked as binding and signed (either
     thereon or on a related escrow letter attached thereto) by the title
     insurer or its authorized agent ) from a title insurer qualified and/or
     licensed in the applicable jurisdiction, as required, to issue such
     policy; such title insurance policy is in full force and effect, all
     premiums have been paid, is freely assignable and will inure to the
     benefit of the Trustee as sole insured 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 or
     any prior holder of the Mortgage Loan under such title insurance policy;
     and neither the Depositor nor the applicable Mortgage Loan Seller (or any
     of its affiliates) has done, by act or omission, anything that would
     materially



                                     -87-
<PAGE>

     impair the coverage of any such title insurance policy; such policy or
     commitment or binding pro forma contains no exclusion for (or
     alternatively it insures over such exclusion, 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 either to or from any adjoining property or across any
     easements on the Mortgaged Property, and (C) that the land shown on the
     survey materially conforms to the legal description of the Mortgaged
     Property.

               (xii) Property Insurance. As of the date of its origination
     and, to the Depositor's actual knowledge, as of the Cut-off Date, all
     insurance required under each related Mortgage (except as set forth on
     Schedule III-(xii) and except where a tenant, having an investment grade
     rating, is permitted to insure or self-insure under a lease) was in full
     force and effect with respect to each related Mortgaged Property; such
     insurance included (A) fire and extended perils insurance included within
     the classification "All Risk of Physical Loss" or the equivalent thereof
     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 without reduction for
     depreciation (except to the extent not permitted by applicable law) and
     (ii) the initial principal balance of such Mortgage Loan or the portion
     thereof allocable to such Mortgaged Property), and if applicable, the
     related hazard insurance policies contain appropriate endorsements to
     avoid application of co-insurance, (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), (E) if (1) such
     Mortgage Loan is secured by a Mortgaged Property located in the State of
     California or in "seismic zone" 3 or 4 and (2) a seismic assessment as
     described below 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, seismic insurance; it is an event of default
     under such Mortgage Loan if the above-described insurance coverage is not
     maintained by the related Mortgagor (except where a tenant, having an
     investment grade rating, is permitted to insure or self-insure under a
     lease) and the related loan documents provide that any reasonable
     out-of-pocket costs and expenses incurred by the mortgagee in connection
     with such default in obtaining such insurance coverage may be recovered
     from the related Mortgagor; the related Evidence of Property Insurance
     and certificate of liability insurance (which may be in the form of an
     Acord 27 or an Acord 25, respectively), or forms substantially similar
     thereto, provide that the related insurance policy may not be terminated
     or reduced without at least 10 days prior notice to the mortgagee and
     (other than those limited to liability protection) name the mortgagee and
     its successors as loss payee; no notice of termination or cancellation
     with respect to any such insurance policy has been received by the
     Depositor or the applicable Lehman Mortgage Loan Seller or, to the actual
     knowledge of Depositor, by any prior mortgagee under the subject Mortgage
     Loan; all premiums under any such insurance policy have been paid through
     the Cut-off Date; the insurance policies specified in clauses (A), (B)
     and (C) above are required to be maintained with insurance companies
     having "financial strength" or "claims paying ability" ratings of at
     least "A:V" from A.M. Best Company or at least "A-" (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 for rating the Certificates);
     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



                                     -88-
<PAGE>

     to such Mortgage Loan, and subject to the related exception schedules,
     the related Mortgage Loan documents provide that any property insurance
     proceeds will be applied (or, at the discretion of the mortgagee, 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; provided that the related Mortgage Loan
     documents may entitle the related Mortgagor to any portion of such
     proceeds remaining after completion of the repair or restoration of the
     related Mortgaged Property or payment of amounts due under the Mortgage
     Loan. If the related Mortgaged Property is located in the State of
     California or in "seismic zone" 3 or 4, then: (A) either a seismic
     assessment was conducted with respect to the related Mortgaged Property
     in connection with the origination of such Mortgage Loan or earthquake
     insurance was obtained; and (B) the probable maximum loss for the related
     Mortgaged Property as reflected in such seismic assessment, if any, was
     determined based upon a return period of not less than 475 years, an
     exposure period of 50 years and a 10% probability of incidence. Schedule
     III-(xii) attached hereto is true and correct in all material respects.

               (xiii) No Material Defaults. Other than payments due but not
     yet 30 days or more delinquent, there is (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), to the knowledge of the Depositor, 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 (A) 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) or (B) with respect to which: (1) neither the Depositor nor the
     applicable Lehman Mortgage Loan Seller has any actual knowledge and (2)
     written notice of the discovery thereof is not delivered to the Depositor
     by the Trustee or the Master Servicer on or prior to the date occurring
     twelve months after the Closing Date. Neither the Depositor nor any prior
     holder of the Mortgage Loan has waived, in writing or with knowledge, any
     material default, breach, violation or event of acceleration under any of
     such documents. 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.

               (xiv) 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.

               (xv) 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).

               (xvi) Subordinate Debt. Except as set forth on Schedule
     III-(xvi), each related Mortgage or other loan document relating to such
     Mortgage Loan does not provide for or permit,



                                     -89-
<PAGE>

     without the prior written consent of the holder of the related Mortgage
     Note, any related Mortgaged Property or any direct controlling interest
     in the Mortgagor to secure any other promissory note or debt (other than
     another Mortgage Loan in the Trust Fund).

               (xvii) 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. No action that
     occurs by operation of the terms of such Mortgage Loan would cause such
     Mortgage Loan to cease to be a "qualified mortgage" and such Mortgage
     Loan does not permit the release or substitution of collateral if such
     release or substitution (A) would constitute a "significant modification"
     of such Mortgage Loan within the meaning of Treasury regulation Section
     1.1001-3, (B) would cause such Mortgage Loan not to be a "qualified
     mortgage" within the meaning of Section 860G(a)(3) of the Code (without
     regard to clauses (A)(i) or (A)(ii) thereof) or (C) would cause a
     "prohibited transaction" within the meaning of Section 860F(a)(2) of the
     Code. The related Mortgaged Property, if acquired in connection with the
     default or imminent default of such Mortgage Loan, would constitute
     "foreclosure property" within the meaning of Section 860G(a)(8) of the
     Code.

               (xviii) 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).

               (xix) Environmental Conditions. One or more environmental site
     assessments (or updates thereof) in each instance meeting American
     Society of Testing and Materials requirements 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) 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); except
     as set forth on Schedule III-(xix), 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 responsible party set
     forth on Schedule III-(xix) (which responsible party has been reasonably
     determined by the applicable Lehman Mortgage Loan Seller to have the
     creditworthiness to do so) 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.


                                     -90-
<PAGE>

               The Mortgagor with respect to such Mortgage Loan has represented,
     warranted and covenanted generally to the effect that, to its knowledge,
     except as set forth in the environmental reports described above, it has
     not used, caused or permitted to exist, and will not use, cause or permit
     to exist, on the related Mortgaged Property, any Hazardous Materials in any
     manner which violates applicable federal, state or local laws governing the
     use, storage, handling, production or disposal of Hazardous Materials at
     the related Mortgaged Property and (A) the related Mortgagor and (except as
     set forth on Schedule III-(xix)) a natural person have agreed to indemnify
     the mortgagee under such Mortgage Loan, and its successor and assigns,
     against any losses, liabilities, damages, penalties, fines, claims and
     reasonable out-of-pocket expenses (excluding lost profits, consequential
     damages and diminution of value of the Mortgaged Property, provided that no
     Mortgage Loan with an original principal balance equal to or greater than
     $15,000,000 contains an exclusion for "diminution in value" of the
     Mortgaged Property) paid, suffered or incurred by such mortgagee resulting
     from such Mortgagor's material violation of any environmental law or a
     material breach of the environmental representations and warranties or
     covenants given by the related Mortgagor in connection with such Mortgage
     Loan or (B) environmental insurance has been obtained. If such Mortgage
     Loan is a Mortgage Loan as to which neither a natural person has provided
     the indemnity set forth above nor environmental insurance has been
     obtained, such Mortgage Loan is set forth on Schedule III-(xix).

               The Depositor has not taken any action with respect to such
     Mortgage Loan or the related Mortgaged Property that could subject the
     Depositor or its successors and assigns in respect of the Mortgage Loan
     to liability under CERCLA or any other applicable federal, state or local
     environmental law. The related Mortgage or other loan documents require
     the related Mortgagor to comply with all applicable federal, state and
     local environmental laws and regulations.

               (xx) 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.

               (xxi) Bankruptcy. The related Mortgagor is not a debtor in any
     bankruptcy, reorganization, insolvency or comparable proceeding;
     provided, however, that this representation and warranty does not cover
     any such bankruptcy, reorganization, insolvency or comparable proceeding
     with respect to which: (1) neither the Depositor nor the applicable
     Lehman Mortgage Loan Seller has any actual knowledge and (2) written
     notice of the discovery thereof is not delivered to the Depositor by the
     Trustee or the Master Servicer on or prior to the date occurring twelve
     months after the Closing Date.

               (xxii) 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,



                                     -91-
<PAGE>

     including the related Mortgagor's interest in the improvements on the
     related Mortgaged Property.

               (xxiii) 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.

               (xxiv) 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.

               (xxv) 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 Rating Event
     would not occur, any related Mortgaged Property, any direct interest
     therein or any direct controlling interest in the Mortgagor is directly
     encumbered in connection with subordinate financing; no such consent has
     been granted by the applicable Lehman Mortgage Loan Seller. 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-(xxv), then certain direct controlling
     equity holders in the related Mortgagor are known to the Depositor to
     have incurred, debt secured by their ownership interest in the related
     Mortgagor.

               (xxvi) 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, 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, except as set forth on Schedule III-(xxvi), 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). The Mortgage (under either
     specific or general expense provisions) requires the Mortgagor to pay all
     reasonable fees and expenses associated with securing the consent or
     approval of the holder of the Mortgage for all actions involving the
     transfer of interests in such Mortgagor or the related Mortgaged Property
     requiring such consent or approval under the Mortgage including the cost
     of any required counsel opinions relating to REMIC or other
     securitization and tax issues.

               (xxvii) Mortgagor Concentration. Except as set forth on
     Schedule III-(xxvii), 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.



                                     -92-
<PAGE>

               (xxviii) Waivers; Modifications. Except as set forth in a
     written instrument included in the related Mortgage File, the (a)
     material 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 the 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 interferes with the security intended to be
     provided by such document or instrument. Schedule III-(xxviii) identifies
     each Mortgage Loan as to which, since the latest date the related due
     diligence materials were delivered to Allied Capital Corporation, there has
     been given, made or consented to an alteration, modification or assumption
     of the terms of the related Mortgage Note, Mortgage(s) or any related loan
     agreement and/or lock-box agreement and/or as to which, since such date,
     there has been a waiver other than as related to routine operational
     matters or minor covenants.

               (xxix) 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.

               (xxx) Property Release. Except as set forth on Schedule
     III-(xxx), 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 portion of the related Mortgaged
     Property that is necessary to the operation of such Mortgaged Property or
     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) payment of a release
     price equal to at least 125% of the amount of such Mortgage Loan
     allocated to the related Mortgaged Property or (D) the satisfaction of
     certain underwriting and legal requirements which would be considered
     reasonable by a prudent institutional commercial mortgage lender.

               (xxxi) 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-(xxxi), 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



                                     -93-
<PAGE>

     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. For purposes of this paragraph, a Mortgaged Property
     shall be deemed "grandfathered" with respect to any laws, zoning
     ordinances, rules, covenants or restrictions affecting the construction,
     occupancy, use or operation of the Mortgaged Property, if and to the
     extent that any of the construction, occupancy, use and operation of such
     Mortgaged Property: (A) conformed in all material respects with such
     laws, zoning ordinances, rules, covenants and restrictions affecting the
     improvements on the Mortgaged Property at the time the improvements on
     the Mortgaged Property were initially constructed or put into operation;
     and/or (B) was not addressed or otherwise prohibited by any such laws,
     zoning ordinances, rules, covenants and restrictions affecting the
     Mortgaged Property at the time the improvements on the Mortgaged Property
     were initially constructed or put into operation.

               (xxxii) Property Financial Statements. The related Mortgagor
     has covenanted in the related Mortgage Loan documents to deliver to the
     mortgagee annual operating statements, rent rolls and related information
     of each related Mortgaged Property and annual financial statements. If
     such Mortgage Loan had an original principal balance greater than $3
     million, the related Mortgagor has covenanted to provide such operating
     statements, rent rolls and related information on a quarterly basis. If
     such Mortgage Loan has an original principal balance equal to or greater
     than $20 million, the related Mortgagor, if it obtains an audited
     financial statement, is required to provide a copy thereof to the holder
     of such Mortgage Loan at the related mortgagee's request.

               (xxxiii) Single Purpose Entity. If such Mortgage Loan has a
     Cut-off Date Balance in excess of $25 million, the related Mortgagor is
     obligated by its organizational documents and the related Mortgage Loan
     documents to be a Single Purpose Entity for so long as such Mortgage Loan
     is outstanding; and, except if such Mortgage Loan is a Mortgage Loan
     identified on Schedule III-(xxxiii), if such Mortgage Loan has a Cut-off
     Date Balance greater than $5 million and less than $25 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 assets, except such as are incidental to the ownership
     of such Mortgaged Property for so long as such Mortgage Loan is
     outstanding. For purposes of this representation, "Single Purpose Entity"
     means an entity whose organizational documents or the related Mortgage
     Loan documents provide substantially to the effect that such entity: (A)
     is formed or organized solely for the purpose of owning and operating one
     or more of the Mortgaged Properties securing such Mortgage Loan, (B) may
     not engage in any business unrelated to the related Mortgaged Property or
     Mortgaged Properties, (C) does not have any material assets other than
     those related to its interest in and operation of such Mortgaged Property
     or Mortgaged Properties and (D) may not incur indebtedness other than as
     permitted by the related Mortgage or other Mortgage Loan documents. If
     such Mortgage Loan has an initial principal balance of $25 million and
     above and the related Mortgagor is a single member limited liability
     company, such Mortgagor's organizational documents provide that such
     Mortgagor shall not dissolve or liquidate upon the bankruptcy,
     dissolution, liquidation or death of its sole member and is organized in
     a jurisdiction that provides for such continued existence and there was
     obtained opinion of counsel confirming such continued existence. If such
     Mortgage Loan has, or is part of a group of Mortgage Loans with
     affiliated Mortgagors having, a Cut-off Date Balance equal to or greater
     than 2% of the



                                     -94-
<PAGE>

     Initial Pool Balance, or if such Mortgage Loan has an original principal
     balance equal to or greater than $25 million, there was obtained an
     opinion of counsel regarding non-consolidation of such Mortgagor, except
     as such Mortgage Loan is set forth on Schedule III-(xxxii)

               (xxxiv) 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.

               (xxxv) 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.

               (xxxvi) Originator Duly Authorized. To the extent required
     under applicable law as of the Closing Date, 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.

               (xxxvii) 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
     and any such fees and expenses are the obligation of the Mortgagor under
     the terms of the Mortgage.

               (xxxviii) 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.

               (xxxix) 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 any portion of the
     improvements on the related Mortgaged Property are in an area identified
     in the Federal Register by the Federal Emergency Management Agency as
     having special flood hazards falling within zones A or V in the national
     flood insurance program, the Mortgagor has obtained and is required to
     maintain flood insurance.

               (xl) Engineering Assessments. 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 (except as set forth on Schedule III-(xl), and the
     Depositor, having made no independent inquiry other than to review the
     report(s) prepared in



                                     -95-
<PAGE>

     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.

               (xli) 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.

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

               (xliii) 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.

               (xliv) Fee Simple. Except as set forth in Schedule III-(xliv),
     such Mortgage Loan is secured by a fee simple interest.

               (xlv) 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)  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)  such Ground Lease may not be amended or modified without
                    the prior written consent of the mortgagee under such
                    Mortgage Loan and any such



                                     -96-
<PAGE>

                    action without such consent is not binding on such
                    mortgagee, its successors or assigns;

               (D)  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, 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 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)  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)  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)  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)  such Ground Lease has a currently effective term
                    (including any options exercisable by the holder of the
                    related Mortgage) that extends not less than 10 years
                    beyond the amortization term of the related Mortgage Loan;

               (J)  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



                                     -97-
<PAGE>

                    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 as set forth on Schedule III-(xlv) and
                    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;

               (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)  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.

               (xlvi) Fee Simple and Leasehold Interest. Except as set forth
     on Schedule III-(xlvi), if such Mortgage Loan is secured 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.

               (xlvii) Tax Lot; Utilities. 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.

               (xlviii) Defeasance. If such Mortgage Loan is a Defeasance
     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



                                     -98-
<PAGE>

     with the conditions set by, the holder of such Mortgage Loan for
     defeasance or (B) require that (1) 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 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 (or by the Mortgagor with the approval of such lender), 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.

               (xlix) 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.

               (l) Mechanics' and Materialmen's Liens. As of origination and,
     to the Depositor's knowledge, as of the Closing Date, (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.

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

               (lii) 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.



                                     -99-
<PAGE>

               (liii) 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.

               (liv) 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.

               (lv) No Undisclosed Common Ownership. Except as set forth on
     Schedule III-(lv), to the Depositor's knowledge, no two properties
     securing Mortgage Loans are directly or indirectly under common
     ownership.

               (lvi) 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.

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

               (lviii) ARD Mortgage Loan. If such Mortgage Loan is an ARD
     Mortgage Loan, 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 and accrued interest
                    due under such Mortgage Loan;

               (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; and

               (D)  the interest rate of such Mortgage Loan will increase by
                    at least two (2) percentage points in connection with the
                    passage of its Anticipated Repayment Date.



                                    -100-
<PAGE>

               (lix) 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.

          For purposes of the foregoing representations and warranties in this
Section 2.04(b), the phrases "to the knowledge of the Depositor" or "to the
Depositor's knowledge" shall mean, except where otherwise expressly set forth
below, the actual state of knowledge of the Depositor and the applicable
Lehman Mortgage Loan Seller regarding the matters referred to, in each case
(i) after having conducted such inquiry and due diligence into such matters as
would be customarily performed by prudent institutional commercial or
multifamily (as applicable) mortgage lenders, and in all events as required by
the Depositor's and/or the Lehman Mortgage Loan Seller's underwriting
practices, at the time of the origination of the particular Mortgage Loan,
with respect to the origination of multifamily or commercial (as applicable)
mortgage loans intended for securitization and (ii) subsequent to such
origination, utilizing such servicing and monitoring practices as would
satisfy the Servicing Standard; and the phrases "to the actual knowledge of
the Depositor" or "to the Depositor's actual knowledge" shall mean, except
where otherwise expressly set forth below, the actual state of the Depositor's
and the applicable Lehman Mortgage Loan Seller's knowledge without any express
or implied obligation to make inquiry. All information contained in documents
which are part of or required to be part of a Mortgage File shall be deemed to
be within the knowledge and the actual knowledge of the Depositor and the
applicable Lehman Mortgage Loan Seller. Wherever there is a reference to
receipt by, or possession of, the Depositor of any information or documents,
or to any action taken by the Depositor or not taken by the Depositor or its
agents or employees, such reference shall include the receipt or possession of
such information or documents by, or the taking or not taking of such action
by any of the Depositor, the applicable Lehman Mortgage Loan Seller or any
servicer acting on behalf of either.

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

          (c) 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
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 or
on behalf of 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



                                    -101-
<PAGE>

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.

          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



                                    -102-
<PAGE>

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.

          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.



                                    -103-
<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,



                                    -104-
<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 Master Servicer shall use efforts consistent with the
Servicing Standard to have prepared, executed and delivered by the applicable
party (and included in the Servicing File), not later than the later of (i) 30
days following the Master Servicer's receipt of the subject comfort letter or
letter of credit and (ii) the expiration of the period that may be required
for such transfer or assignment pursuant to the terms of the applicable
franchisor comfort letter or letter of credit, if any, (A) with respect to any
Mortgage Loan secured by a hospitality property (and with respect to which a
franchise agreement constitutes part of the related Mortgage File on the
Closing Date), any original transfer or assignment documents necessary to
transfer or assign to the Trustee any rights under the related franchisor
comfort letter; and (B) with respect to any Mortgage Loan that has a related
guaranty or letter of credit that constitutes part of the related Mortgage
File on the Closing Date, any original transfer or assignment documents
necessary to transfer or assign to the Trustee any rights under the related
guaranty of payment or letter of credit. In the event, with respect to a
Mortgage Loan with a related letter of credit, it is determined by the Master
Servicer that a draw under such letter of credit has become necessary under
the terms thereof prior to the assignment under clause (B) of the preceding
sentence having been effected, the Master Servicer shall direct (in writing)
the Depositor (in the case of a Lehman Mortgage Loan) or the UBS Mortgage Loan
Seller (in the case of a UBS Mortgage Loan) to make such draw or to cause such
draw to be made on behalf of the Trustee, and, the Depositor will, and the UBS
Mortgage Loan Seller will be obligated under the UBS/Depositor Mortgage Loan
Purchase Agreement to, use its best efforts to cause such draw to be made;
provided that neither the Depositor nor the UBS Mortgage Loan Seller shall
have any liability in connection with the determination to make, or the making
of such draw (other than to remit the proceeds of such draw to the Master
Servicer).

          (d) 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



                                    -105-
<PAGE>

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 or on behalf of 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 or on behalf of 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 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,



                                    -106-
<PAGE>

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 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



                                    -107-
<PAGE>

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 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



                                    -108-
<PAGE>

payable on or before the Cut-off Date and other than any assumption fees paid
with respect to a Mortgage Loan prior to the Closing Date, if applicable,
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 or, except
     to the extent such proceeds are to first be deposited in the REO Account,
     any REO Property;

               (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); and

               (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.

          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



                                    -109-
<PAGE>

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 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 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(h), 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.



                                    -110-
<PAGE>

          (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.

          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 2004), 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




                                    -111-
<PAGE>

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.

          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 may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. 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.



                                    -112-
<PAGE>

          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;

               (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



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<PAGE>

     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 under this Agreement, 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 Loan
     or REO Mortgage Loan as to which the subject Advance was made, 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 or is being reimbursed and
     the related Default Charges then on deposit in the Custodial Account are
     not sufficient to make such payment as contemplated by the immediately
     preceding clause (viii);

               (x) to pay, out of amounts on deposit in the Custodial Account
     that represent Default Charges collected on or in respect of the Mortgage
     Loan or REO Mortgage Loan to which the subject expense relates (to the
     extent such Default Charges are 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 such Mortgage Loan or REO Mortgage Loan that, if paid
     from a source other than Default Charges collected with respect to such
     Mortgage Loan or REO Mortgage Loan, 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



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<PAGE>

     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 a
     Performing Mortgage Loan, 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 a Specially Serviced
     Mortgage Loan and/or an REO Mortgage Loan;

               (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;

               (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



                                    -115-
<PAGE>

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 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;



                                    -116-
<PAGE>

               (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 2004), 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.

          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 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



                                    -117-
<PAGE>

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.

          (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.



                                    -118-
<PAGE>

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.

          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 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 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, but only to the extent that (i) the Trustee
(as mortgagee of record on behalf of the Certificateholders) has an insurable
interest, and (ii) either (A) such insurance is available at a commercially
reasonable rate, or (B) in the case of all-risk insurance or other insurance
that covers acts of terrorism, the failure by the Mortgagor to maintain such
insurance coverage has not been determined by the Special Servicer to
constitute an Acceptable Insurance Default. 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),



                                    -119-
<PAGE>

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 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



                                    -120-
<PAGE>

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
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



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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
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



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<PAGE>

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,
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



                                    -123-
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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 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, (A) (i) if the then unpaid principal balance of the subject
Mortgage Loan is at least equal to $20,000,000, then 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



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<PAGE>

Mortgagor, and (ii) if (w) the then unpaid principal balance of the subject
Mortgage Loan is at least equal to 2% of the then aggregate principal balance
of the Mortgage Pool or (x) the Mortgage Loan is then one of the ten largest
Mortgage Loans in the Mortgage Pool or (y) the aggregate loan-to-value ratio
of the Mortgage Loan (including any additional loans that would further
encumber the related Mortgaged Property) would be equal to or greater than 85%
or (z) the aggregate debt service coverage ratio of the related Mortgaged
Property (taking into account any additional loans that would further encumber
the related Mortgaged Property) would be less than 1.20x, then the Special
Servicer shall not waive any restrictions contained in the related Mortgage on
further encumbrances of the related Mortgaged Property, unless, in the case of
either (i) or (ii) above, the Special Servicer or the Master Servicer, as the
case may be, shall have received prior written confirmation from S&P that such
action would not result in an Adverse Rating Event, and (B) if the Mortgage
Loan is then one of the ten largest Mortgage Loans in the Mortgage Pool, then
neither the Master Servicer nor the Special Servicer, as applicable, shall
waive any restrictions contained in the related Mortgage on transfers or
further encumbrances 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 Fitch 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, as applicable, 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 (or
from the Depositor or the UBS Mortgage Loan Seller pursuant to Section
2.03(e)), 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 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



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<PAGE>

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 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,



                                    -126-
<PAGE>

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. Subject to the foregoing, however, a
Mortgaged Property may be acquired through a single member limited liability
company if the Special Servicer determines that such an action is appropriate
to protect the Trust from potential liability.

          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 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



                                    -127-
<PAGE>

     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 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



                                    -128-
<PAGE>

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 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



                                    -129-
<PAGE>

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 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



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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 a Performing 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) with respect to any Performing Mortgage Loan, 50%
of any and all assumption fees (other than any assumption fees paid prior to
the Closing Date) 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 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



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<PAGE>

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 acquisition of any such Specially
Serviced Mortgage Loan or REO Property by all the Certificateholders (acting
together) in exchange for all the Certificates pursuant to Section 9.01 or 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 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 acquisition of any such Specially Serviced
Mortgage Loan or REO Property by all the Certificateholders (acting together)
in exchange for all the Certificates pursuant to Section 9.01 or 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



                                    -132-
<PAGE>

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,
prior to the expiration of the Initial Resolution Period plus the applicable
Resolution Extension Period for 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, subsequent to the termination of the
Initial Resolution Period plus the Resolution Extension Period for 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 that accrued while the subject loan was 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 fees
(other than any assumption fees paid with respect to a Mortgage Loan prior to
the Closing Date), 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), (iii) with respect to any Performing Mortgage
Loan, 50% of any and all assumption fees (other than any assumption fees paid
with respect to a Mortgage Loan prior to the Closing Date) 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), and (iv) any and all 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), 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 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).



                                    -133-
<PAGE>

          (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) first,
in accordance with Sections 3.05 and 3.26, out of any Default Charges
collected on or in respect of the particular Mortgage Loan or REO Mortgage
Loan as to which such Servicing Advance relates (provided that such Default
Charges will only be applied to pay interest accrued on such Servicing Advance
through the date that such Default Charges were received); and (ii) then, if
and to the extent that such Default Charges are insufficient to cover such
interest, 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 determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements



                                    -134-
<PAGE>

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; and (ii) at least once every
calendar year in the case of all other such Mortgaged Properties; provided,



                                    -135-
<PAGE>

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 and CMSA NOI Adjustment Worksheets are to be forwarded to the
Trustee automatically (on a monthly



                                    -136-
<PAGE>

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 furnished by the Master Servicer to the Trustee pursuant to Section
3.12(c), to the extent that such



                                    -137-
<PAGE>

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 2004 (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, 2003,
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 2003.

          SECTION 3.14. Reports by Independent Public Accountants.

          On or before April 30 of each year, beginning in 2004 (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 Master Servicer or the Special Servicer, as
applicable, which includes an assertion that the Master



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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 2003.

          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.

          (a) 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 information or
access was required to be given or made available under applicable law. In
connection



                                    -139-
<PAGE>

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.

          (b) No less often than on a monthly basis, upon reasonable prior
notice and during normal business hours, each of the Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Controlling Class Representative
regarding the performance and servicing of the Mortgage Loans and/of REO
Properties for which the Master Servicer or the Special Servicer, as the case
may be, is responsible. Except as provided in the following sentence, in
connection with providing the Controlling Class Representative with the
information described in the preceding sentence, the Master Servicer and the
Special Servicer shall require (prior to providing such information for the
first time to such Controlling Class Representative) a written confirmation
executed by the Controlling Class Representative, in the form of Exhibit O
attached hereto, generally to the effect that such Person will keep any
information received by it from time to time pursuant to this Agreement
confidential (other than with respect to communications with the Controlling
Class). In the case of the initial Controlling Class Representative, upon its
acquisition of the Class T Certificates, such entity shall be deemed to have
agreed to keep all non-public information received by it in such capacity from
time to time pursuant to this Agreement confidential, subject to applicable
law.

          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. If, pursuant to Section 3.09(b), the Special Servicer
formed or caused to be formed, at the expense of the Trust, a single member
limited liability company (of which the Trust is the sole member) for the
purpose of taking title to one or more REO Properties pursuant to this
Agreement, the deed or certificate of sale with respect to any such REO
Property shall be issued to such single member limited liability company. The
limited liability company shall be a manager-managed limited liability
company, with the Special Servicer to serve as the initial manager to manage
the property of the limited liability company, including any applicable REO
Property, in accordance with the terms of this Agreement as if such property
was held directly in the name of the Trust or Trustee under this Agreement.

          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



                                    -140-
<PAGE>

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, or for the creation of and the operating of
a single member limited liability company, 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 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



                                    -141-
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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 (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



                                    -142-
<PAGE>

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;

               (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;



                                    -143-
<PAGE>

               (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:

               (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.



                                    -144-
<PAGE>

          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
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



                                    -145-
<PAGE>

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.

          (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.



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<PAGE>

          (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.

          (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



                                    -147-
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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
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 and Hospitality
                        Franchisors; 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
0.075% 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



                                    -148-
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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) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor in a hospitality property,
not later than the later of (i) 30 days following the Master Servicer's
receipt of the subject franchise agreement and (ii) the expiration of the
period that may be required for such notice pursuant to the terms of the
applicable franchise documents, if any, notify the related hospitality
franchisor of the transfer of such Mortgage Loan to the Trust Fund pursuant to
this Agreement and inform such hospitality franchisor that any notices of
default under the related franchise agreement should thereafter be forwarded
to the Master Servicer.

          (d) 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 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(d),
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,



                                    -149-
<PAGE>

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) and the next
paragraph of this Section 3.20(c)) 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
Section 3.20(c) where the thresholds in clauses (i) through (vi) 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



                                    -150-
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     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);

               (v) Approving easements or rights of way that do not materially
     affect the use or value of a Mortgaged Property or the Mortgagor's
     ability to make any payments with respect to the related Mortgage Loan;
     and

               (vi) 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.

          Subject to Section 6.11 and the Servicing Standard, and further
subject to the second sentence of the next paragraph and the second paragraph
of Section 3.20(e), the Master Servicer may, upon the occurrence of a
potential default in the making of a balloon payment on a Performing Five-Year
Mortgage Loan, extend the maturity date of such Performing Five-Year Mortgage
Loan for up to six months; provided that the Master Servicer may only approve
two such six-month extensions of the maturity date of any Performing Five-Year
Mortgage Loan.

          Except as permitted by Section 3.02(a), Section 3.03(d), Section
3.07, Section 3.08(a), this Section 3.20(c), Section 3.20(l) and Section
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.

          (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



                                    -151-
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     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; or

               (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.

          (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,
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 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 or the Master 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



                                    -152-
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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 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



                                    -153-
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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 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) the defeasance collateral shall not
be Government Securities; (iii) 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 (iv) 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.



                                    -154-
<PAGE>

          (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(h) (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 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 a Performing 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 reasonably believes that it is waiving an amount of
Additional Interest in excess of the amount of such interest that the related
Mortgagor is likely to pay



                                    -155-
<PAGE>

and 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 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.



                                    -156-
<PAGE>

          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 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



                                    -157-
<PAGE>

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 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



                                    -158-
<PAGE>

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 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



                                    -159-
<PAGE>

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 the above, the Special Servicer may not enter
into any Sub-Servicing Agreement without the approval of the Controlling Class
Representative.

          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.

               (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



                                    -160-
<PAGE>

     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.

          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.



                                    -161-
<PAGE>

               (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 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.



                                    -162-
<PAGE>

          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 such Mortgage
Loan or REO Mortgage Loan, as the case may be, which interest on such
outstanding Advance accrued on or prior to the date on which the subject
Default Charges were received;

          second, to pay any other outstanding expenses (exclusive of Special
Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to
such Mortgage Loan or REO Mortgage Loan, as the case may be, that, if paid
from a source other than such Default Charges, would constitute an Additional
Trust Fund Expense;

          third, to reimburse the Trust for any interest on Advances paid to
the Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer
since the Closing Date with respect to such Mortgage Loan or REO Mortgage
Loan, as the case may be, which interest payment was made from a source other
than Default Charges on such Mortgage Loan or REO Mortgage Loan and was 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 since the Closing Date with respect to such Mortgage Loan or REO
Mortgage Loan, as the case may be, which payment was made from a source other
than Default Charges on such Mortgage Loan or REO Mortgage Loan and was 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
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 in respect of the related Mortgage Loan or REO Mortgage Loan, as
applicable, 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 in
respect of the related Mortgage Loan or REO Mortgage Loan, as applicable,
pursuant to clause second of subsection (a) shall be applied to pay such
expenses in the chronological order in which they were



                                    -163-
<PAGE>

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 respect of the related Mortgage Loan or REO Mortgage
Loan, as applicable, in the chronological order in which such interest accrued
or such expenses were 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).



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                                  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);



                                    -165-
<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



                                    -166-
<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;



                                    -167-
<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;



                                    -168-
<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));



                                    -169-
<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



                                    -170-
<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;



                                    -171-
<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));



                                    -172-
<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 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 (xlviii) of this Section 4.01(b);

               (l) 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);

               (li) 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

               (lii) 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
     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).

          (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount received by or on behalf of 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.



                                    -173-
<PAGE>

          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
or on behalf of 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, no
later than) 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 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.



                                    -174-
<PAGE>

          (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 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



                                    -175-
<PAGE>

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 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 Certificates shall have four Corresponding
REMIC II Regular Interests. The Class A-4 Certificates shall have three
Corresponding REMIC II Regular Interests. The Class A-1, Class G 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



                                    -176-
<PAGE>

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, 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



                                    -177-
<PAGE>

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, REMIC II Regular Interest
A-2-3 and REMIC II Regular Interest A-2-4 shall be allocated among those four
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, REMIC II Regular Interest A-2-3 and REMIC II
Regular Interest A-2-4 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; then to REMIC II Regular Interest A-2-3, until its
Uncertificated Principal Balance is reduced to zero; and last to REMIC II
Regular Interest A-2-4, 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, REMIC II Regular Interest A-2-3 and REMIC II Regular
Interest A-2-4 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;
then 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; and last to REMIC II Regular Interest A-2-4,
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,
REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 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-2-1, REMIC II Regular Interest A-2-2, REMIC II Regular Interest
A-2-3 and REMIC II Regular Interest A-2-4 shall be allocated among those four
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



                                    -178-
<PAGE>

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 G-1 and REMIC II Regular Interest G-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 G-1
and REMIC II Regular Interest G-2 shall be allocated: first to REMIC II
Regular Interest G-1, until its Uncertificated Principal Balance is reduced to
zero; and then to REMIC II Regular Interest G-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 G-1 and REMIC II Regular Interest G-2 shall be allocated:
entirely to REMIC II Regular Interest G-1, for so long as its Uncertificated
Principal Balance is greater than zero; and then to REMIC II Regular Interest
G-2, for so long as its Uncertificated Principal Balance is greater than zero
after the Uncertificated Principal Balance of REMIC II Regular Interest G-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 G-1 and REMIC II Regular Interest G-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 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.



                                    -179-
<PAGE>

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.

          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.



                                    -180-
<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



                                    -181-
<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 after such Distribution Date) of Mortgage
     Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89



                                    -182-
<PAGE>

     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



                                    -183-
<PAGE>

     Distribution 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



                                    -184-
<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



                                    -185-
<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



                                    -186-
<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



                                    -187-
<PAGE>

Section 4.02(a) that it would otherwise be entitled to receive if it were the
Holder of a Definitive 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.



                                    -188-
<PAGE>

          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 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



                                    -189-
<PAGE>

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 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



                                    -190-
<PAGE>

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 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) first, in accordance
with Sections 3.05 and 3.26, out of any Default Charges collected on or in
respect of the particular Mortgage Loan or REO Mortgage Loan as to which the
P&I Advance relates (provided that such Default Charges will only be applied
to pay interest accrued on such P&I Advance through the date that such Default
Charges were received); and (ii) then, if and to the extent that such Default
Charges are insufficient to cover such interest, but not before the related
Advance is being reimbursed or 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, 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 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 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



                                    -191-
<PAGE>

G-1, REMIC II Regular Interest G-2, 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 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; third, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-2-3, until
such Uncertificated Principal Balance is reduced to zero; and last, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-2-4, 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



                                    -192-
<PAGE>

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.

          (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.



                                    -193-
<PAGE>

                                  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, Class N, Class P, Class Q and Class S 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



                                    -194-
<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 2003-C1. 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



                                    -195-
<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, Class N, Class P, Class Q and Class S 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, Class N, Class P, Class Q and Class S
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



                                    -196-
<PAGE>

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 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, Class N, Class P, Class Q or Class S 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, Class N, Class P,
Class Q or Class S 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.



                                    -197-
<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. 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, any 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 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



                                    -198-
<PAGE>

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.

          (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 and 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.

               (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.

               (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



                                    -199-
<PAGE>

                    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, 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



                                    -200-
<PAGE>

     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 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



                                    -201-
<PAGE>

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, Class N, Class P, Class Q and
Class S 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, Class N, Class
P, Class Q and Class S 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,
Class N, Class P, Class Q and Class S 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.

          (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



                                    -202-
<PAGE>

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 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



                                    -203-
<PAGE>

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.



                                    -204-
<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



                                    -205-
<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



                                    -206-
<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.

          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 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.



                                    -207-
<PAGE>

          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 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



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<PAGE>

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 (without cause) 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; provided that, if
the Controlling Class consists of Book-Entry Certificates, then any costs or
expenses incurred in connection with determining the identity of the
Controlling Class Representative shall be paid by the Trust or, if paid by the
Trustee, reimbursed to the Trustee out of the Trust Fund. 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, the Controlling Class Representative (except
with respect to the initial Controlling Class Representative as provided in
the following sentence) shall deliver to the Trustee, the Master Servicer and
the Special Servicer a written confirmation to such effect, in the form of
Exhibit O attached hereto. Upon its acquisition of all the Class T
Certificates, Allied Capital Corporation shall be the initial Controlling
Class Representative, and by its acceptance of such designation, shall be
deemed to have agreed to keep all non-public information received by it in
such capacity from time to time pursuant to this Agreement confidential,
subject to applicable law.

          (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.



                                    -209-
<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 consent to the Master Servicer's taking (in the event the
Master Servicer is authorized under this Agreement to take such action), and
advise the Special Servicer with respect to (in the event the Special Servicer
is authorized under this Agreement to take such action), the following actions
of such servicer; and, further subject to Section 6.11(b), neither the Special
Servicer nor the Master Servicer, as applicable, will 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
or the Master Servicer, as applicable, within



                                    -210-
<PAGE>

such 10-Business Day period, then the Controlling Class Representative will be
deemed to have approved the taking of the subject action):

               (i) any proposed or actual 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 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 Mortgage Loan, other than
     any release of collateral that (A) is required by the terms of such
     Mortgage Loan (with no material discretion by the mortgagee), (B) occurs
     upon satisfaction of such Mortgage Loan, (C) occurs in connection with a
     defeasance, or (D) is approved by the Master Servicer pursuant to Section
     3.20(c);

               (vii) any acceptance of substitute or additional collateral for
     a Mortgage Loan, other than any acceptance of substitute or additional
     collateral that (A) is required by the terms of such Mortgage Loan (with
     no material discretion by the mortgagee), (B) occurs in connection with a
     defeasance, or (C) is approved by the Master Servicer pursuant to Section
     3.20(c);

               (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 an
     Acceptable Insurance Default has occurred;

               (x) 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;

               (xi) any acceptance of an assumption agreement releasing a
     borrower from liability under a Mortgage Loan;

               (xii) any acceptance of a change in the property management
     company (provided that the unpaid principal balance of the related
     Mortgage Loan is greater than $5,000,000) or, if applicable, hotel
     franchise for any Mortgaged Property;


                                    -211-
<PAGE>

               (xiii) any release of a letter of credit posted in lieu of an
     earnout reserve with respect to a Mortgaged Property, other than as
     required by the terms of such Mortgage Loan (with no material discretion
     by the mortgagee); provided that the amount of such letter of credit is
     at least equal to the lesser of (a) 2% of the unpaid principal balance of
     the related Mortgage Loan and (b) $200,000;

               (xiv) solely in the case of a delinquency in the making of a
     balloon payment, the granting of certain grace periods and the approval
     of certain refinancing arrangements prior to the subject Mortgage Loan
     becoming, and as set forth in the definitions of, "Required Appraisal
     Loan" and "Specially Serviced Mortgage Loan", respectively.

               (xv) any extension of the maturity date of a Mortgage Loan that
     results in the remaining term of any related ground lease (together with
     extensions at the sole option of the mortgagee) being less than 10 years
     beyond the amortization term of such Mortgage Loan; and

               (xvi) any six-month extension by the Master Servicer of the
     maturity date of a Performing Five-Year Mortgage Loan pursuant to Section
     3.20(c).

provided that, in the event that the Special Servicer or the Master Servicer,
as applicable, determines that immediate action is necessary to protect the
interests of the Certificateholders (as a collective whole), the Special
Servicer and the Master Servicer, as applicable, may take any such action
(other than an action contemplated by clause (x) above) without waiting for
the Controlling Class Representative's response. As used in clauses (vi) and
(vii) above, the term "material discretion" shall mean that the relevant
decision regarding the release of collateral or the acceptance of substitute
or additional collateral, as applicable, is in the discretion of the
mortgagee, and such decision need not be based upon the satisfaction of
specified objective conditions, the satisfactory delivery of certain factual
evidence or opinions or the satisfaction of any other specified objective
criteria that is set forth in the related Mortgage Loan documents.

          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 such 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).

          Each of the Master Servicer and the Special Servicer, as applicable,
shall notify the Controlling Class Representative of any release or
substitution of collateral for a Mortgage Loan even if such release or
substitution is required by the terms of 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 or the Master
Servicer, as applicable, shall ignore and act without regard to any such
advice, direction or objection that such servicer has determined, in its
reasonable, good faith judgment, would) require or cause such servicer to
violate any provision of this Agreement (exclusive of Section 6.11(a))
(including such servicer's obligation to act in accordance with the Servicing
Standard), the



                                    -212-
<PAGE>

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 the workout or liquidation of 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 is proposing to take with respect to
     the workout or liquidation of such 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 to any Controlling Class
Certificateholder 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 or liability 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 acted
solely in the interests of the Holders of the Controlling Class, 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.



                                    -213-
<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



                                    -214-
<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.



                                    -215-
<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



                                    -216-
<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),
(xi) or (xii) 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), (xi) or (xii), 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.



                                    -217-
<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



                                    -218-
<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.



                                    -219-
<PAGE>

          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.



                                    -220-
<PAGE>

                                 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 least 25% of
     the



                                    -221-
<PAGE>

     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



                                    -222-
<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



                                    -223-
<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



                                    -224-
<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



                                    -225-
<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.



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          (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.



                                    -227-
<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, any 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



                                    -228-
<PAGE>

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.



                                    -229-
<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



                                    -230-
<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) 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).



                                    -231-
<PAGE>

          SECTION 8.15. Reports to the Securities and Exchange Commission and
Related Reports.

          (a) With respect to the Trust's fiscal year 2003 (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 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



                                    -232-
<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 2003 (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,
     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;

               (iv) any change in the fiscal year of the Trust;

               (v) any material legal proceedings of which the Trustee has
     knowledge, 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 of which the
     Trustee has knowledge, 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



                                    -233-
<PAGE>

               (vii) any change in the rating or ratings assigned to any Class
     of Certificates not otherwise reflected in the Distribution Date
     Statements filed with the Commission;

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal 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 2003), 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,



                                    -234-
<PAGE>

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 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-



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<PAGE>

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 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



                                    -236-
<PAGE>

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 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,



                                    -237-
<PAGE>

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 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 2003, 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



                                    -238-
<PAGE>

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.

          (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



                                    -239-
<PAGE>

     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 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.



                                    -240-
<PAGE>

          (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.

          (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,



                                    -241-
<PAGE>

     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.

               (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.



                                    -242-
<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), (B) the exchange by all the Certificateholders of all the
Certificates for all the Mortgage Loans and each REO Property remaining in the
Trust Fund in the manner set forth below in this Section 9.01 and (C) 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



                                    -243-
<PAGE>

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 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.

          Following the date on which the aggregate Certificate Principal
Balance of the Registered Certificates is reduced to zero, all the remaining
Certificateholders, acting together (each having agreed in writing to so act,
a copy of which writing shall be delivered to the Trustee), shall have the
right, with the consent of the Master Servicer, to exchange all of the
Certificates for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (ii)(B) of the first paragraph of
this Section 9.01(a), by giving written notice to all the parties hereto no
later than 60 days prior to the anticipated date of exchange. In the event
that all the Certificateholders elect (as evidenced by a writing signed by
each Certificateholder and delivered to the Trustee) to exchange all of the
Certificates for all of the Mortgage Loans and, subject to the preceding
sentence, each REO Property remaining in the Trust Fund, the
Certificateholders, not later than the fifth Business Day preceding the
Distribution Date on which the final distribution on the Certificates is to
occur, shall (i) deposit in the Custodial Account an amount in immediately
available funds equal to all amounts then due and owing to the Depositor, the
Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent
pursuant to Section 3.05(a) or that may be withdrawn from the Collection
Account pursuant to Section 3.05(b), but only to the extent that such amounts
are not already on deposit in the Custodial Account and (ii) pay to the
Trustee an amount, in immediately available funds, equal to $5,000.00. In
addition, the Master Servicer shall transfer to the Collection Account all
amounts required to be transferred thereto on the related Master Servicer
Remittance Date from the Custodial Account pursuant to the first paragraph of
Section 3.04(b). Upon confirmation that such final deposits have been made and
following the surrender of all the Certificates on the final Distribution
Date, the Trustee shall release or cause to be released to the
Certificateholders or any designee thereof, the Mortgage Files for the
remaining Mortgage Loans and REO Properties and shall execute all assignments,
endorsements and other instruments furnished to it by the Certificateholders
as shall be necessary to effectuate transfer of the Mortgage Loans and REO
Properties remaining in the Trust Fund. Any exchange of Mortgage Loans
pursuant to this paragraph shall be on a servicing-released basis.



                                    -244-
<PAGE>

          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;

               (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



                                    -245-
<PAGE>

     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;

               (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;



                                    -246-
<PAGE>

               (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;

               (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;


                                    -247-
<PAGE>

               (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;

               (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;



                                    -248-
<PAGE>

               (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;

               (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;



                                    -249-
<PAGE>

               (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 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
     (li) above;

               (liii) 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 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 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 (liv) 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).



                                    -250-
<PAGE>

          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 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



                                    -251-
<PAGE>

     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(h) and 2.03(i).

          (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.



                                    -252-
<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



                                    -253-
<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 result in 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) 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



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<PAGE>

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 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



                                    -255-
<PAGE>

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 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



                                    -256-
<PAGE>

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
result in 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 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.



                                    -257-
<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



                                    -258-
<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).



                                    -259-
<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



                                    -260-
<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: David Nass--LB-UBS Commercial Mortgage Trust 2003-C1,
facsimile number: (646) 758-5376; (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 2003-C1; 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,
Attention: Ronald Schrager, facsimile number: (305) 695-5601; (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 2003-C1, 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
2003-C1, 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: David Nass--LB-UBS Commercial Mortgage Trust 2003-C1,
facsimile number: (646) 758-5376, 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; (viii) in the case of the Fiscal
Agent, to the Trustee on behalf of the Fiscal Agent; and (viii) in the case of
the initial Controlling Class Representative, Allied Capital Corporation, 1919
Pennsylvania Avenue N.W., Washington D.C. 20006-3426, Attention: John
Scheurer, facsimile number (202) 466-1834; 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



                                    -261-
<PAGE>

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.

          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 after the Closing Date (other than principal and interest payments due
and payable prior to the Cut-off Date, any assumption fees paid with respect
to a Mortgage Loan prior to the Closing Date, if applicable, and other than
any Principal Prepayments received on or prior to the Cut-off Date), 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



                                    -262-
<PAGE>

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 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.
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;



                                    -263-
<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.



                                    -264-
<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.



                                    -265-
<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/ Precilla G. Torres
                                           -------------------------------------
                                      Name:  Precilla G. Torres
                                      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/ Shelly L. Rubin
                                           -------------------------------------
                                      Name:  Shelly L. Rubin
                                      Title: Vice 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 19th day of March, 2003, before me, a notary public in and for
said State, personally appeared Precilla Torres, known to me to be a Senior Vice
President 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/ Edna Lanahan
                                      -----------------------------------------
                                                  Notary Public


[Notarial Seal]




<PAGE>


STATE OF NORTH CAROLINA  )
         ----------------)
COUNTY OF  MECHLENBURG   )  ss.:
         ----------------


          On the 19th day of March, 2003, 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/ Elizabeth G. Bare
                                      -----------------------------------------
                                                  Notary Public


[Notarial Seal]




<PAGE>


STATE OF      FLORIDA     )
         ---------------- )
COUNTY OF  MIAMI - DADE   ) ss.:
         ----------------


          On the 19th day of March, 2003, before me, a notary public in and for
said State, personally appeared Shelly L. Rubin, known to me to be a Vice
President of LENNAR PARTNERS, INC., 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/ Melanie J. Brill
                                      -----------------------------------------
                                                  Notary Public


[Notarial Seal]




<PAGE>


STATE OF   ILLINOIS     )
         -------------- )
COUNTY OF  COOK         )  ss.:
         --------------


          On the 19th day of March, 2003, 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 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/ Kathryn Hawkinson
                                    -----------------------------------------
                                                  Notary Public


[Notarial Seal]




<PAGE>


STATE OF     ILLINOIS     )
         ---------------- )
COUNTY OF     COOK        )  ss.:
         ----------------


          On the 19th day of March, 2003, before me, a notary public in and for
said State, personally appeared Barbara L. Marik and Cynthia Reis, known to me
to be a Vice President and 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>            <C>
            1              Stonebriar Centre
            2              Pennmark
            3              Westmoreland Mall
            4              The Candler Tower
            5              Riverside Square
            6              Franklin Avenue I
            7              Camden Bluffs Apartments
            8              West Gude Office Park
            9              Brandywine Towne Center
            10             Turnberry Place
            11             1010 Wayne Avenue
            12             Monthaven Park Apartments
            13             Festival at Old Bridge
            14             Poydras Center
            15             Bayview Community
            16             Cedar Hill I & III
            17             8484 Georgia Avenue
            18             Frankford Crossing Shopping Center
            19             10320 Little Patuxent Parkway
            20             Riverpointe Apartments
            21             Cityview Towne Crossing
            22             Shady Grove
            23             Plaza Tower
            24             Crosspointe Apartments
            25             Paoli Office Park
            26             United Jewelry Building
            27             Southampton Inn and Retail
            28             Baldwin Hills Center
            29             Residence & Fairfield Inn AVR
            30             Centennial Plaza
            31             Fairway Centre Shopping Center
            32             Miami Gardens Shopping Center
            33             Washington Plaza
            34             Lowes Home Center-Oxford, Alabama
            35             Castleton Point Shopping Center
            36             Riverchase Promenade
            37             Stratford Village Apartments
            38             Hampton Inn - AVR
            39             Clocktower Apartments
            40             Dufwin Office Building
            41             Plantation Park
            42             Autumn Oaks
            43             Fayette Square Shopping Center
            44             Seven Fountains
            45             Pinehirst Mobile Home Park
            46             Mill Creek Walk
            47             Franklin Avenue II
            48             Springfield Industrial
            49             Chapel Creek Apartments
            50             Tri-City Shopping Center
            51             Williams-Sonoma Building
            52             Contra Loma Plaza
            53             Bulkley Building
            54             North Hills Shopping Center
            55             591 Summit Avenue
            56             Smart & Final Center
            57             Gunbarrel Place Shopping Center
            58             Sundance Apartments
            59             Office Court Technical Center
            60             Franklin Avenue III
            61             7837 & 7875 Telegraph Road
            62             Six Flag Village
            63             Blockbuster Plaza
            64             Academy Shopping Center
            65             Walgreens-McKinley Park Chicago
            66             Hampton Inn of Woodbridge
            67             Rite Aid - Compton
            68             Big Lake Estates and Sherburne County Mobile Home Park
            69             Fox Creek Marketplace
            70             The Granada Buildings
            71             Brazos House Apartments and Navarro Fourplexes
            72             Sausalito Apartments
            73             Raymond James Office Park
            74             Park Springs Apartments
            75             First Union Bank Building
            76             Martin Self-Storage Facility
            77             25th & Western
            78             Irving Industrial
            79             Mansfield Commons and Mansfield II Shopping Centers
            80             A Street Station
            81             Far Hills Center
            82             Walgreens - Bixby
            83             288 North Broadway
            84             Rite Aid - Hackettstown
            85             Walgreens - Marion
            86             South Mountain Shopping Center
            87             Prairie Center
            88             St. James Place Apartments
            89             Guthrie Creek Apartments
            90             Yellowhouse Apartments
            91             136 Summit Avenue
            92             Dobson Square Plaza
            93             Beltway 8 Office Warehouses 11 & 12
            94             CVS - St. Cloud
            95             Rite Aid - Franklin
            96             Longmire House Apartments and Hawktree Duplexes
            97             Sequoia Plaza Center
            98             252 Bleecker Street
            99             Eckerd - Pensacola
           100             Eckerd - Charleston
           101             Red Hill Shopping Center
           102             Eckerd - Satellite Beach
           103             Jefferson Square
           104             Mayde Creek Shopping Center
           105             303 Maple Street
           106             Port Walthall Shopping Center
           107             Willow Wood Apartments
           108             Vermont & Sepulveda
           109             Route 50 Retail Center
           110             Wal Mart Retail Center - San Angelo
           111             Concord Mobile Home Park
           112             Orlando Apartments and Buena Vista Apartments
           113             601-603 Main Street
           114             Fernando Apartments

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Address
<S>  <C>
2601 Preston Road
315 West 33rd Street
Route 30 East
220 West 42nd Street
NEC Route 4 and Hackensack Avenue
1225 and 1325 Franklin Avenue
5200 Summit Ridge Drive
20, 30, 40 & 46-60 West Gude Drive
5501 Concord Pike (US Route 202)
5301 West Fairington Parkway
1010 Wayne Avenue
126 Monthaven Boulevard
12351-12555 Dillingham Square
650 Poydras Street
5100 Coe Avenue
2216 & 2222 Gallows Road
8484 Georgia Avenue
18352 Dallas North Tollway
10320 Little Patuxent Parkway
2550 Duportail Street
4801 Bryant Irvin Road & 5600-5800 Overton Ridge Road
9009-9059 Gaither Road and 15900-15976 Shady Grove Road
111 Second Avenue Northeast
7803 West Deschutes Avenue
2 and 4 Industrial Boulevard
707 South Broadway
71 and 91 Hill Street
3601-3741 South La Brea Avenue & 5110-5130 Rodeo Road
25320 and 25340 The Old Road
1790 West Lacey Boulevard
5575-5759 Fairmont Parkway
18332-18362 NW 7th Avenue
5901 Route 42
1836 US Highway 78
5305-5499 East 82nd Street
1717 Montgomery Highway (US Highway 31)
2000 London Towne Lane
25259 The Old Road
602 Royal Crest Circle
519 17th Street
1801 Northwest 66th Avenue
6846 South Canton Avenue
605-637 Fayette Square
1414 North Harper Avenue
7 Oregon Avenue
3260 & 3264 Buford Drive
1205 Franklin Avenue
380 Union Street
3410 Hidalgo Drive
1402-1460 Industrial Park Avenue and 800 & 810 Tri-City Center Drive
1035 Lincoln Road
3100-3190 Contra Loma Boulevard
1501 Euclid Avenue
1200 Lonnie Abbot Boulevard
591 Summit Avenue
1550 West Redondo Beach Boulevard
2271 Gunbarrel Road
811 Harvey Road
4001 Office Court Drive
1305 Franklin Avenue
7837-7875 Telegraph Road
1301 North Collins Street
1501-1539 Alton Road
13400 I-10 East
3798 South Western Avenue
1240 Annapolis Way
1001 North Central Avenue
Various
1610 and 1640 Pace Street
666-678 Lafayette Park Place
2401 Welsh Street and 702,800,802,804,806,810,812 Navarro Drive
1001 Harvey Road
2401 West Bay Drive
2002 Irving Boulevard
3637 4th Street North
6020 Carolina Beach Boulevard
2515 Western Avenue & 1609-1637 West 25th Street
2931-2939 Irving Boulevard
960 and 980 North Walnut Creek Drive
204 & 218 A Avenue and 360 2nd Street
27 Route 202
11118 South Memorial Drive
288 North Broadway
199 Mountain Avenue
1323 North Baldwin Avenue
6202 South 16th Street
1700 Rock Prairie Road
12614 Crescent Oaks Place
600 Baylor Drive
1811 Welsh Avenue and 1801,1803,1805,1807,1809,1811,1813,1815 Yellow House
136 Summit Avenue
1116 South Dobson Road
5829 West Sam Houston Parkway
2101 13th Street
949 Central Street
2300 Longmire and 1433-35,1437-39,1445-47,1501-03,1505-07,1509-11,1513-15,1517-1915-21-23-23A Hawktree
1960-1980 North Sequoia Avenue
252 Bleecker Street
811 North Fairfield Drive
5160 Ashley Phosphate Road
1450 El Camino Real
1596 Highway A1A
2323 Main Street
2211 Fry Road
303 Maple Street
15700 Jefferson Davis Highway
1251 Dunlap Road
898 West Sepulveda Boulevard
772 Route 50
5150 Southland Boulevard
Pioneer Circle
Various
601-603 Main Street
901 South West 5th Street

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

City                 State  Zip Code  Cut-off Date Balance   Monthly P&I Payment     Mortgage Rate
<S>                  <C>     <C>              <C>                       <C>                   <C>
Frisco               TX      75034            184,358,064.13            1,018,714.00          5.2250
New York             NY      10001            111,000,000.00              715,460.40          5.5900
Greensburg           PA      15601             85,000,000.00              499,380.84          5.0500
New York             NY      10036             84,805,688.15              481,473.02          5.5200
Hackensack           NJ      07601             65,000,000.00              380,273.00          5.7730
Garden City          NY      11530             48,436,005.59              292,968.30          6.0700
Reno                 NV      89523             35,200,000.00              157,031.11          5.2800
Rockville            MD      20850             35,200,000.00              214,595.47          5.8550
Wilmington           DE      19803             30,000,000.00              117,250.00          4.6900
Lithonia             GA      30038             25,000,000.00              135,276.96          5.0700
Silver Spring        MD      20910             24,447,042.14              146,889.88          6.0000
Hendersonville       TN      37075             22,100,000.00               93,362.27          5.0000
Woodbridge           VA      22192             22,046,765.64              130,465.44          5.8500
New Orleans          LA      70130             21,955,668.59              138,043.73          6.4300
Seaside              CA      93955             19,973,011.81              117,988.19          5.8500
Vienna               VA      22182             18,000,000.00              111,369.83          6.0000
Silver Spring        MD      20910             17,063,037.58              102,523.14          6.0000
Dallas               TX      75248             16,206,764.95              103,996.81          6.6200
Columbia             MD      21044             15,550,000.00               96,211.16          6.0000
Richland             WA      99352             15,310,000.00               75,026.09          5.8000
Fort Worth           TX      76132             14,958,188.06               93,629.54          6.3800
Gaithersburg         MD      20877             13,258,336.32               77,784.25          5.7700
St. Petersburg       FL      33701             13,246,069.90               79,164.10          5.9500
Kennewick            WA      99336             13,130,000.00               64,343.08          5.8000
Willistown           PA      19301             12,473,288.10               75,507.29          6.0700
Los Angeles          CA      90014             11,884,945.01               75,216.10          6.5000
Southampton          NY      11968             11,456,332.91               80,910.04          6.9740
Los Angeles          CA      90016             11,233,814.58               62,122.92          5.2500
Stevenson Ranch      CA      91381             11,100,000.00               74,636.46          6.2700
Hanford              CA      93230             10,277,589.98               61,489.07          5.9600
Pasadena             TX      77505             10,216,095.56               58,334.48          5.5300
Miami                FL      33169              8,973,776.69               54,830.53          6.1500
Blackwood            NJ      08012              8,485,885.07               58,673.82          6.7400
Oxford               AL      36203              8,375,289.20               50,903.56          6.1000
Indianapolis         IN      46250              8,282,000.41               49,656.02          5.9800
Hoover               AL      35216              8,180,763.45               46,558.70          5.5000
Montgomery           AL      36117              7,840,000.00               42,422.86          5.0700
Stevenson Ranch      CA      91381              7,400,000.00               49,757.64          6.2700
Las Vegas            NV      89109              7,296,851.30               42,578.13          5.7200
Oakland              CA      94612              7,178,410.41               43,167.64          6.0000
Plantation           FL      33313              6,990,745.07               42,193.82          6.0500
Tulsa                OK      74136              6,983,659.10               39,877.07          5.5300
Oak Hill             WV      25901              6,840,804.04               40,629.85          5.9000
West Hollywood       CA      90046              6,834,725.92               40,236.22          5.8100
Old Orchard Beach    ME      04064              6,488,972.64               43,888.47          6.5000
Atlanta              GA      30519              6,475,157.08               40,021.62          6.2500
Garden City          NY      11530              6,391,555.38               38,659.73          6.0700
West Springfield     MA      01089              6,390,288.32               39,926.79          6.0700
Dallas               TX      75220              6,334,931.59               35,776.21          5.4300
Redlands             CA      92374              6,266,494.97               40,092.92          6.5556
Miami Beach          FL      33139              5,987,009.50               35,934.47          5.9900
Antioch              CA      94509              5,438,277.23               32,780.69          6.0300
Cleveland            OH      44115              5,384,565.47               33,248.73          6.2500
Ada                  OK      74820              5,185,137.14               32,017.29          6.2500
Jersey City          NJ      07306              5,184,906.78               31,747.23          6.1700
Gardena              CA      90250              4,989,245.16               30,074.03          6.0300
Chattanooga          TN      37421              4,984,776.84               29,720.84          5.9200
College Station      TX      77840              4,980,028.81               33,156.53          5.6600
Santa Fe             NM      87505              4,880,355.56               29,377.98          6.0000
Garden City          NY      11530              4,593,930.43               27,786.68          6.0700
Pico Rivera          CA      90660              4,579,215.87               29,070.84          6.5300
Arlington            TX      76011              4,571,884.39               32,353.07          7.5600
Miami Beach          FL      33139              4,290,613.71               25,615.03          5.9400
Houston              TX      77015              4,242,461.21               25,158.68          5.8600
Chicago              IL      60609              4,227,286.14               25,420.94          6.0000
Woodbridge           VA      22191              4,192,835.89               28,201.44          6.4400
Compton              CA      90222              4,121,859.00               37,207.60          8.5950
Various              MN     Various             3,993,213.93               27,008.29          6.5000
Longmont             CO      80501              3,991,311.29               23,904.93          5.9700
Los Angeles          CA      90057              3,988,539.98               26,958.32          6.4800
College Station      TX      77840              3,987,186.11               24,947.17          5.6600
College Station      TX      77840              3,784,821.90               25,198.96          5.6600
Largo                FL      33770              3,639,567.40               22,473.68          6.2500
Irving               TX      75061              3,551,552.21               20,057.21          5.4300
St. Petersburg       FL      33704              3,492,677.81               21,436.41          6.2000
Wilmington           NC      28412              3,489,793.22               23,305.25          6.3500
San Pedro            CA      90732              3,440,139.06               21,242.24          6.2500
Dallas               TX      75247              3,350,058.75               20,296.36          6.0700
Mansfield            TX      76063              3,275,800.40               20,462.93          6.3750
Lake Oswego          OR      97034              3,090,828.01               18,725.81          6.0700
Far Hills            NJ      07931              2,993,244.59               17,507.19          5.7500
Bixby                OK      74008              2,991,174.72               18,179.84          6.1000
Salem                NH      03079              2,969,836.65               19,625.16          6.2500
Hackettstown         NJ      07840              2,904,542.00               26,219.00          8.5950
Marion               IN      46952              2,819,109.19               17,338.93          6.2200
Phoenix              AZ      85040              2,793,996.94               16,877.53          6.0500
College Station      TX      77840              2,792,665.62               18,067.78          6.7000
Tampa                FL      33612              2,768,952.46               16,548.43          5.9500
Longview             TX      75601              2,741,925.65               16,682.62          6.1100
College Station      TX      77840              2,711,286.56               16,964.07          5.6600
Montvale             NJ      07645              2,696,295.29               15,653.71          5.6900
Mesa                 AZ      85202              2,693,401.21               14,909.50          5.2500
Houston              TX      77041              2,646,669.52               16,871.98          6.5700
St. Cloud            FL      34769              2,626,632.64               16,407.78          6.3750
Franklin             NH      03235              2,479,035.00               22,378.00          8.5950
College Station      TX      77840              2,392,311.67               14,968.30          5.6600
Simi Valley          CA      93063              2,293,266.29               13,975.04          6.1250
New York             NY      10014              2,197,128.89               13,445.78          6.1800
Pensacola            FL      32506              2,154,785.25               13,824.31          6.6250
North Charleston     SC      29406              2,131,420.88               14,197.56          7.0000
Tustin               CA      92780              2,028,979.03               12,292.59          6.0700
Satellite Beach      FL      32937              2,022,457.40               12,906.10          6.5800
Liberty              TX      77575              1,994,292.07               11,862.74          5.5000
Katy                 TX      77449              1,992,088.11               12,081.17          6.0700
Springfield          MA      01105              1,990,773.04               12,314.34          6.2500
Colonial Heights     VA      23834              1,792,250.38               12,585.86          7.5000
Milledgeville        GA      31061              1,712,231.04               10,820.63          5.7500
Harbor City          CA      90710              1,692,609.13               10,953.12          6.0000
Burnt Hills          NY      12027              1,395,972.55                9,409.21          6.4500
San Angelo           TX      76904              1,295,609.36                7,275.57          5.3700
Jefferson            MD      21755              1,294,825.04                8,834.64          6.5700
Miami                FL      33130              1,010,701.13                6,297.03          6.3500
New Rochelle         NY      10801                838,937.30                5,309.37          6.5000
Miami                FL      33130                719,075.83                4,480.17          6.3500

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Remaining term to Maturity      Maturity-ARD    Remaining Amortization Term      Interest Accrual Basis
<S>                         <C>        <C>   <C>                             <C>     <C>
                            117        12/11/12                              357 Act/360
                             59         2/11/08                              276 Act/360
                            120         3/11/13                              300 30/360
                            118         1/11/13                              362 Act/360
                            118         1/11/13                              360 Act/360
                            119         2/11/13                              359 Act/360
                             58         1/11/08                              N/A Act/360
                            119         2/11/13                              331 Act/360
                             59         2/11/08                              N/A 30/360
                             58         1/11/08                              360 Act/360
                            118         1/11/13                              358 Act/360
                             58         1/11/08                              N/A Act/360
                            117        12/11/12                              357 Act/360
                             58         1/11/08                              358 Act/360
                            119         2/11/13                              359 Act/360
                            119         2/11/13                              331 Act/360
                            118         1/11/13                              358 Act/360
                            177        12/11/17                              357 Act/360
                            119         2/11/13                              331 Act/360
                             83         2/11/10                              N/A Act/360
                            177        12/11/17                              357 Act/360
                            117        12/11/12                              357 Act/360
                             58         1/11/08                              358 Act/360
                             83         2/11/10                              N/A Act/360
                            118         1/11/13                              358 Act/360
                            119         2/11/13                              359 Act/360
                            119         2/11/13                              299 Act/360
                             59         2/11/08                              359 Act/360
                            119         2/11/13                              288 Act/360
                            118         1/11/13                              358 Act/360
                            118         1/11/13                              358 Act/360
                            117        12/11/12                              357 Act/360
                            119         2/11/13                              299 Act/360
                            117        12/11/12                              357 Act/360
                            118         1/11/13                              358 Act/360
                            118         1/11/13                              358 Act/360
                             58         1/11/08                              360 Act/360
                            119         2/11/13                              288 Act/360
                            117        12/11/12                              357 Act/360
                             57        12/11/07                              357 Act/360
                            119         2/11/13                              359 Act/360
                             58         1/11/08                              358 Act/360
                            119         2/11/13                              359 Act/360
                            118         1/11/13                              358 Act/360
                            119         2/11/13                              299 Act/360
                            116        11/11/12                              356 Act/360
                            119         2/11/13                              359 Act/360
                            119         2/11/13                              329 Act/360
                             58         1/11/08                              358 Act/360
                             77         8/11/09                              353 Act/360
                            118         1/11/13                              358 Act/360
                            118         1/11/13                              358 Act/360
                            117        12/11/12                              357 Act/360
                            117        12/11/12                              357 Act/360
                            117        12/11/12                              357 Act/360
                            118         1/11/13                              358 Act/360
                            117        12/11/12                              357 Act/360
                            118         1/11/13                              262 Act/360
                            116        11/11/12                              356 Act/360
                            119         2/11/13                              359 Act/360
                            119         2/11/13                              359 Act/360
                            111         6/11/12                              351 Act/360
                            118         1/11/13                              358 Act/360
                            116        11/11/12                              356 Act/360
                            117        12/11/12                              357 Act/360
                            119         2/11/13                              299 Act/360
                            221         8/10/21                              221 30/360
                            119         2/11/13                              299 Act/360
                            118         1/11/13                              358 Act/360
                            118         1/11/13                              298 Act/360
                            118         1/11/13                              298 Act/360
                            118         1/11/13                              262 Act/360
                            117        12/11/12                              357 Act/360
                             58         1/11/08                              358 Act/360
                            118         1/11/13                              358 Act/360
                            118         1/11/13                              298 Act/360
                            117        12/11/12                              357 Act/360
                            117        12/11/12                              357 Act/360
                            119         2/11/13                              359 Act/360
                            117        12/11/12                              357 Act/360
                             58         1/11/08                              358 Act/360
                            117        12/11/12                              357 Act/360
                            119         2/11/13                              299 Act/360
                            221         8/10/21                              221 30/360
                            118         1/11/13                              358 Act/360
                            118         1/11/13                              358 Act/360
                            117        12/11/12                              357 Act/360
                             58         1/11/08                              358 Act/360
                            117        12/11/12                              357 Act/360
                            118         1/11/13                              298 Act/360
                             83         2/11/10                              359 Act/360
                             58         1/11/08                              358 Act/360
                            119         2/11/13                              359 Act/360
                            119         2/11/13                              359 Act/360
                            221         8/10/21                              221 30/360
                            118         1/11/13                              298 Act/360
                             81        12/11/09                              357 Act/360
                            119         2/11/13                              359 Act/360
                            118         1/11/13                              358 Act/360
                            119         2/11/13                              359 Act/360
                            117        12/11/12                              357 Act/360
                            119         2/11/13                              359 Act/360
                             58         1/11/08                              322 Act/360
                            116        11/11/12                              356 Act/360
                            115        10/11/12                              355 Act/360
                            114         9/11/12                              354 Act/360
                             81        12/11/09                              297 Act/360
                             81        12/11/09                              297 Act/360
                            118         1/11/13                              298 Act/360
                            117        12/11/12                              357 Act/360
                            117        12/11/12                              297 Act/360
                            119         2/11/13                              359 Act/360
                            119         2/11/13                              359 Act/360
                            119         2/11/13                              359 Act/360

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
Administrative Cost Rate     Primary Servicing Fee   Ground Lease?           Mortgage Loan Seller
<S>                  <C>                        <C>  <C>                     <C>
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.15655                   0.155 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.14655                   0.145 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.15655                   0.155 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.14655                   0.145 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.15655                   0.155 Fee Simple              LB
                     0.09155                    0.09 Fee Simple & Leasehold  LB
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.15655                   0.155 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.14655                   0.145 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.15655                   0.155 Fee Simple              LB
                     0.17655                   0.175 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              LB
                     0.15655                   0.155 Fee Simple              LB
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS
                     0.09155                    0.09 Fee Simple              UBS

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Defeasance                        ARD Mortgage Loan     Anticipated Repayment Date
<S>                               <C>                                         <C>
Defeasance                        Yes                                         12/11/12
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        Yes                                          1/11/13
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Yield Maintenance/Fixed Penalty   Yes                                          1/11/13
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Yield Maintenance/Fixed Penalty   Yes                                          1/11/13
Defeasance                        Yes                                         12/11/17
Defeasance                        No
Defeasance                        No
Defeasance                        Yes                                         12/11/17
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        Yes                                          2/11/13
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Yield Maintenance                 No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        Yes                                          2/11/13
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No
Defeasance                        No

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                  ARD Spread                    Credit Lease Loan (Tenant, Guarantor or Rated party)
<S>              <C>                             <C>
Greater of 5% + (Interest Rate or Treasury Rate) No
                                                 No
                                                 No
                                                 No
Greater of 5% + (Interest Rate or Treasury Rate) No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
  2% + Greater of (Contract Rate or Treasury)    No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
  2% + Greater of (Contract Rate or Treasury)    No
Greater of 2% + (Interest Rate or Treasury Rate) No
                                                 No
                                                 No
Greater of 2% + (Interest Rate or Treasury Rate) No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
  2% + Greater of (Contract Rate or Treasury)    No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
  2% + Greater of (Contract Rate or Treasury)    No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No
                                                 No

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Cross Collateralized      Mortgage Loan Seller Loan ID
<S>                                  <C>
No                                   LG030
No                                    9999
No                                    9998
No                                   LG029
No                                 LL-02-022
Yes (C)                              9403a
No                                    9410
No                                    9424
No                                    9408
No                                 020717005
No                                    9417
No                                 021216003
No                                 020920002
No                                 021031002
No                                    8668
Yes (B)                               9467
No                                    9418
No                                 021010013
Yes (B)                               9468
No                                    9464
No                                 020910003
No                                 020816003
Yes (A)                               9393
No                                    9465
No                                    9414
No                                    9541
No                                    9565
No                                 021028002
Yes (F)                            020801002
No                                 021016001
No                                 021003007
No                                 020626005
No                                    9538
No                                 020603002
No                                 021028007
No                                 021206001
No                                 021212002
Yes (F)                            020918002
No                                 021007001
No                                    9197
No                                    9413
No                                 021015002
No                                 021018001
No                                    9352
No                                    9478
No                                 020513007
Yes (C)                              9403b
No                                    9180
No                                    9444
No                                 011116006
No                                 021119001
No                                 021024002
No                                 020522003
No                                 020304001
No                                    9326
No                                 021024003
No                                 020722003
No                                 021021008
No                                 011211002
Yes (C)                              9403c
No                                    9550
No                                 020225001
No                                 021119002
No                                 020918001
No                                 020827006
No                                 020905004
No                                    9990
Yes (D)                               9373
No                                 020826003
No                                    9310
No                                 021021005
No                                 021021007
No                                 020812003
No                                    9445
No                                    9392
No                                 020828009
No                                 020621004
No                                 020924002
No                                    9324
No                                 020827003
No                                    9226
No                                 020701001
No                                    9386
No                                    9991
No                                    9409
No                                 021025002
No                                    9000
Yes (A)                               9394
No                                 021002004
No                                 021021006
No                                    9487
No                                 021104003
No                                    9474
No                                    9500
No                                    9992
No                                 021021004
No                                 020916001
No                                    9239
No                                    9364
No                                    9482
No                                 020917004
No                                    9456
No                                 021003004
No                                 020917009
No                                    9094
No                                    8904
No                                 020724002
No                                 020917006
No                                    9020
No                                 020723001
No                                 020327010
Yes (E)                               9525
No                                    9257
No                                    9524

</TABLE>

<PAGE>

                                  SCHEDULE II

                                  [RESERVED]





<PAGE>


                                 SCHEDULE III

         EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION

(v) Loan Document Status                The loans  identified  on  Schedule
                                        (A)-(v) hereto are not subject to a
                                        guaranty executed by a natural person.

                                        The loans identified on Schedule
                                        (B)-(v) hereto are not subject to an
                                        environmental indemnity executed by a
                                        natural person and as to such loans no
                                        environmental insurance was obtained.

                                        Candler Tower. The guaranty has a $5MM
                                        cap.

                                        Baldwin Hills. There is no recourse
                                        carveout guarantor.

                                        Riverside Square. Carveouts from
                                        exculpation do not include breaches of
                                        the environmental representations and
                                        warranties.

                                        Stonebriar Centre. There is no
                                        recourse carveout guarantor.

(viii) First Lien                       Mill Creek Walk.  Property is subject
                                        to a right of first offer which
                                        requires that prior to offering to
                                        sell or lease the Property for a term
                                        of twenty years or more the owner of
                                        the Property must make a written offer
                                        to sell or lease the Property to the
                                        holder of the right of first offer.
                                        The right of first offer does not
                                        apply to foreclosure of the mortgage
                                        or a deed in lieu of such foreclosure
                                        but will apply with respect to
                                        transfers by any party (including
                                        Lender) having acquired the Property
                                        by foreclosure or deed in lieu. The
                                        right of first offer expires after the
                                        maturity of the Loan.

                                        Frankford Crossing. A portion
                                        (approximately 58,523 square feet) of
                                        the Property is subject to a ground
                                        lease ("GL Parcel") in favor of a
                                        supermarket tenant which has the right
                                        to require Borrower to sell the GL
                                        Parcel to the tenant for a fixed price
                                        upon the occurrence of certain
                                        circumstances. In addition, Borrower
                                        is obligated to sell and tenant is
                                        obligated to buy the GL Parcel for a
                                        fixed price upon the expiration of the
                                        term of the Lease which expires March
                                        30, 2019. Borrower has no ownership
                                        interest in the improvements located
                                        upon the GL Parcel.

(xii) Property Insurance                Walgreens - McKinley  Park;  Walgreens
                                        -- Bixby. Mortgage provides that so
                                        long as Walgreen's Company
                                        ("Walgreen's") or its subsidiary is
                                        the tenant under the current lease of
                                        the Property, the insurance provided
                                        by the tenant will be deemed to meet
                                        the requirements for all risk
                                        insurance set forth in the mortgage if
                                        the insurer has an S&P and Moody's
                                        rating of "A" or better, or a general
                                        policy rating of "A" or


<PAGE>

REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION

                                        better and a financial class of IV or
                                        better from A.M. Best.

                                        Lowe's Home Center. Mortgage provides
                                        that so long as Lowe's Home Centers,
                                        Inc. or its subsidiary (Lowe's") is
                                        the tenant under the current lease of
                                        the Property, the insurance provided
                                        by the tenant will be deemed to meet
                                        the requirements for all risk
                                        insurance set forth in the mortgage if
                                        the insurer has an S&P and Moody's
                                        rating of "A" or better, or a general
                                        policy rating of "A" or better and a
                                        financial class of IV or better from
                                        A.M. Best.

                                        Candler Tower. Rent loss insurance is
                                        for a period continuing until the
                                        restoration is complete (no 12-month
                                        minimum).

(xvi) Subordinate Debt                  Gunbarrel Place Mezzanine debt in the
                                        amount of $650,000 secured by a pledge
                                        of membership interest of J. Charles
                                        Hendon, Jr. to Regions Bank. An
                                        intercreditor agreement has been
                                        executed by and between Regions Bank
                                        and Lender.

                                        Fayette Square. In connection with an
                                        approved transfer of the Property, the
                                        first such transferee shall have a
                                        one-time right to obtain mezzanine
                                        financing from Borrower or a qualified
                                        mezzanine lender, secured solely by a
                                        pledge of membership interests in such
                                        transferee, provided that certain
                                        requirements, including the following,
                                        have been satisfied in Lender's sole
                                        and absolute discretion: (i) the loan
                                        to value ratio, including the loan and
                                        the proposed financing, shall be no
                                        more than ninety percent (90%) and the
                                        combined Debt Service Coverage Ratio
                                        will not be less than 1.15 to 1.00;
                                        and (ii) such transferee shall deliver
                                        to Lender a subordination and
                                        intercreditor agreement acceptable to
                                        Lender and containing stand still
                                        provisions.

                                        Poydras Center. $7 million in existing
                                        mezzanine debt secured by a pledge of
                                        all direct and indirect equity
                                        interests in borrower and subject to
                                        an intercreditor agreement.

                                        Festival at Old Bridge. Borrower has a
                                        one-time right to obtain mezzanine
                                        financing, secured solely by a pledge
                                        of membership interests in Borrower,
                                        provided that certain requirements,
                                        including the following, have been
                                        satisfied in Lender's sole and
                                        absolute discretion: (i) the loan to
                                        value ratio, including the loan and
                                        the proposed financing, shall be no
                                        more than ninety percent (90%) and the
                                        combined Debt Service Coverage Ratio
                                        will not be less than 1.15 to 1.00;
                                        and (ii) Borrower shall deliver to
                                        Lender a subordination and
                                        intercreditor agreement acceptable to
                                        Lender and containing stand still
                                        provisions.


                                      2

<PAGE>

REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION

                                        Tri City. Borrower has a one-time
                                        right to obtain mezzanine financing,
                                        secured solely by a pledge of
                                        membership interests in Borrower, or
                                        in the ownership interests in an
                                        approved purchaser of the Property,
                                        provided that certain requirements,
                                        including the following, have been
                                        satisfied in Lender's sole and
                                        absolute discretion: (i) mezzanine
                                        lender shall be Borrower, or an entity
                                        controlled by and at least 51% of
                                        whose equity interest are owned by
                                        certain specified entities and
                                        individuals, or a financial
                                        institution acceptable to Lender; (ii)
                                        the loan to value ratio, including the
                                        loan and the proposed financing, shall
                                        be no more than eighty-five percent
                                        (85%) and the combined Debt Service
                                        Coverage Ratio will not be less than
                                        1.3 to 1.00; and (iii) Borrower shall
                                        deliver to Lender a subordination and
                                        intercreditor agreement acceptable to
                                        Lender and containing stand still
                                        provisions.

(xix) Environmental Conditions          The loans listed on Schedule (B)-(v)
                                        hereto are not subject to
                                        environmental indemnities given by a
                                        natural person and as to such loans no
                                        environmental insurance was obtained.

                                        Vermont & Sepulveda. Indemnification
                                        agreement is in place with Shell Oil
                                        concerning petroleum contaminants
                                        associated with former gas station
                                        operation on property. Shell Oil is
                                        the responsible party.

                                        A-Street Station. Potential impact to
                                        the property because of petroleum
                                        contaminants associated with an
                                        adjacent Texaco gas station operation.
                                        Equiva Services, Inc. (Texaco) is the
                                        responsible party.

                                        Office Court Technical Center.
                                        Environmental report completed
                                        02/25/02 which is more than 12 months
                                        old.

(xxv) Due-on-Encumbrance                Gunbarrel Place. Mezzanine debt in the
                                        amount of $650,000 secured by pledge
                                        of membership interest of J. Charles
                                        Hendon, Jr. to Regions Bank. An
                                        intercreditor agreement has been
                                        executed by and between Regions Bank
                                        and Lender.

                                        Poydras Center. $7 million in existing
                                        mezzanine debt, secured by a pledge of
                                        all direct or indirect equity
                                        interests in Borrower; and subject to
                                        an intercreditor agreement between
                                        mortgage lender and mezzanine lender.

(xxvi) Due-on-Sale                      Stonebriar Centre. Loan Agreement
                                        permits any transfer or sale (but not
                                        pledge or hypothecation) of any direct
                                        or indirect interest in Borrower to a
                                        "Permitted Owner," subject to
                                        conditions including: (i) if such
                                        transfer involves more than a 49%
                                        interest in Borrower, such transferee
                                        shall deliver a non-consolidation
                                        opinion, and (ii) the

                                      3

<PAGE>

REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION

                                        Property must be managed by a
                                        "Qualifying Manager."

                                        Either member of GGP/Homart II, LLC
                                        ("GGP") may transfer its membership
                                        interest in GGP provided either
                                        General Growth Properties or the New
                                        York State Common Retirement Fund
                                        retains control of GGP.

                                        Poydras Center; Festival at Old
                                        Bridge; Fayette Square. Mortgage
                                        permits the transfer of equity
                                        interests in Borrower, by foreclosure
                                        or otherwise, in accordance with the
                                        Intercreditor Agreement with mezzanine
                                        lender.

                                        Irving Industrial. Mortgage allows a
                                        sale or transfer of interest in the
                                        general partner of Borrower to Scott
                                        Silver provided that Brian Good (or
                                        any entity controlled by Brian Good)
                                        shall continue to be the managing
                                        member of such general partner.

                                        Riverchase Promenade. The following
                                        transfers are permitted without
                                        Lender's consent or payment of an
                                        assumption fee: (i) a transfer by
                                        Coventry Woodmont LLC of up to all of
                                        its interest in DDR Woodmont LLC
                                        ("Master LLC") and a transfer by
                                        Developers Diversified Realty
                                        Corporation ("Borrower Sponsor") of up
                                        to a 79.79% interest in Master LLC, in
                                        each case in the aggregate during the
                                        term of the Loan, to one or more
                                        Permitted Transferees, and (ii) a
                                        transfer of up to an 80% interest in
                                        Borrower, in the aggregate during the
                                        term of the Loan, to one or more
                                        Permitted Transferees, so long as at
                                        all times thereafter (x) Borrower
                                        Sponsor and one or more Permitted
                                        Transferees control and are the direct
                                        or indirect owners of at least 51% of
                                        the equity in Borrower, (y) Borrower
                                        sponsor or its wholly-owned subsidiary
                                        is the property manager of the
                                        Property, and (z) Borrower Sponsor
                                        and/or Peter Henkel, Loren Henry,
                                        Robert Levinson, John Turner and
                                        Joshua Pristaw control the Fund
                                        Manager. Borrower Sponsor's direct or
                                        indirect equity interest in Borrower
                                        shall at all times be no less than 25%
                                        of a Permitted Transferee's direct or
                                        indirect equity interest in Borrower.

                                        Candler Tower. Subject to the
                                        satisfaction of certain conditions,
                                        Borrower has a one-time right to
                                        transfer the Property to a third
                                        party, and to have the transferee
                                        assume the Loan.

                                        Subject to the satisfaction of certain
                                        conditions, Borrower has a one-time
                                        right to transfer the Property to an
                                        affiliate of Borrower, and to have the
                                        affiliate assume the Loan.

(xxvii) Borrower                        Candler Towers. The balance of the Loan
                                        as of the Cutoff Date is


                                      4

<PAGE>

REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION

Concentration                           $84,805,688 representing 6.25% of the
                                        Initial Pool Balance. Stonebriar
                                        Centre. The balance of the Loan as of
                                        the Cutoff Date is $184,358,064
                                        representing 13.4% of the Initial Pool
                                        Balance.

(xxviii) Waivers; Modifications         Miami Gardens Shopping Center. The
                                        Loan has been assumed by Miami Gardens
                                        Acquisition, LLC on February 28, 2003.

(xxx) Property Release                  Fairfield Inn and Residence Inn;
                                        Hampton Inn-AVR. If Borrower sells,
                                        assign or transfer one of the
                                        Properties (in accordance with the
                                        assumption conditions applicable
                                        thereto) but not the other Property,
                                        Lender shall not withhold its consent
                                        to such sale, assignment or transfer
                                        and the simultaneous termination of
                                        the provisions of the Loan Documents
                                        and the other Loan Documents providing
                                        for the cross-collateralization and
                                        cross-defaulting of the Loan and the
                                        other Loan, provided that Borrower
                                        meet certain conditions including the
                                        following: (i) transferee and its
                                        principals are not affiliates of
                                        Borrower and shall show expertise in
                                        operating similar properties, (ii)
                                        transferee shall also have a net worth
                                        and liquidity reasonably acceptable to
                                        Lender, (iii) Rating Agency
                                        confirmation of no downgrade, and (iv)
                                        satisfaction of loan-to-value and DSCR
                                        criteria.

                                        Frankford Crossing. Borrower may
                                        obtain a partial release for a portion
                                        of the Property subject to a ground
                                        lease ("GL Parcel") in connection with
                                        the transfer of the GL Parcel to the
                                        supermarket tenant, provided certain
                                        conditions, including the following,
                                        are satisfied: (a) satisfaction of
                                        loan-to-value and DSCR criteria; (b)
                                        Borrower makes a principal prepayment
                                        equal to the greater of (A)
                                        $2,106,252.00 less reasonable and
                                        customary closing costs for the sale
                                        to the supermarket tenant and (B) the
                                        amount by which the outstanding
                                        principal balance would have to be
                                        reduced to satisfy the DSCR and
                                        loan-to-value criteria; and (c)
                                        payment of the prepayment
                                        consideration based on a yield
                                        maintenance formula and if such
                                        prepayment occurs on a date which is
                                        not the 11th of a calendar month,
                                        payment of all interest which would
                                        have accrued from the date of
                                        prepayment through the last day of the
                                        applicable accrual period.

                                        Stonebriar Centre. In connection with
                                        further development or expansion,
                                        Borrower may transfer and obtain a
                                        partial release for certain vacant out
                                        parcels, subject to the satisfaction
                                        of certain conditions. No release
                                        price is required or payable in
                                        connection with any such release.

                                        Fayette Square. The Borrower has the
                                        right to obtain a partial release of
                                        the lien of the Mortgage for the
                                        portion of the Property leased to
                                        Shoney's Inc. (the "Released Parcel")
                                        in connection with the


                                      5

<PAGE>


REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION

                                        Borrower's transfer of the Released
                                        Parcel to Shoney's or another third
                                        party, provided that Borrower
                                        satisfied certain conditions,
                                        including the following: (a) the
                                        transferee, which cannot be the
                                        Borrower or its managing member,
                                        satisfies the separateness covenants;
                                        (b) the DSCR after the release is no
                                        less than 1.30 to 1.00; and (c) the
                                        loan-to-value ratio after the lease is
                                        no more than 80%; and (d) all proceeds
                                        of the sale are delivered to the
                                        mortgagee, to be held in the Leasing
                                        Account. (xxxi) Qualifications;
                                        Candler Tower. The height of Candler
                                        Tower exceeds the maximum height
                                        permitted by Licensing; Zoning the
                                        current zoning ordinances; because
                                        Candler Tower was built prior to the
                                        enactment of the zoning ordinances, it
                                        is deemed a legal non-conforming use.
                                        In the event of destruction of less
                                        than 75% of the building, it may be
                                        rebuilt to its original height.
                                        However, if more than 75% of the
                                        building is destroyed, any new
                                        construction must comply with the
                                        current zoning ordinances.

(xxxii) Property Financial              Candler Tower; Stonebriar Centre;
Statements                              Riverside Square. There is no
                                        requirement that if Borrower obtains
                                        an audited financial report, Borrower
                                        must deliver it to Lender.

(xl) Engineering Assessments            Office Court Technical Center.
                                        Engineering report completed 02/25/02
                                        which is more than 12 months old.

(xlv) Ground Lease                      Bulkley Building. The ground lease is
                                        silent concerning condemnation
                                        proceeding.

(xlvi) Fee and Leasehold                Bulkley Building. A portion of parking
Interest                                area (7,484 sq. ft.) is subject to a
                                        ground lease. The ground lease is
                                        silent concerning condemnation
                                        proceedings. Pursuant to the ground
                                        lease, insurance proceeds are to be
                                        paid to the Lessor and remitted to the
                                        Borrower for the cost of restoration.

(lv) Common Ownership                   Red Hill Shopping Center and Vermont &
                                        Sepulveda (Total $3,721,588.16).

                                        Sausalito Apartments, Brazos House and
                                        Navarro, Longmire and Hawktree,
                                        Sundance Apartments and Yellowhouse
                                        Apartments (Total $17,855,635.05).

                                        Smart & Final Shopping Center and
                                        Contra Loma Plaza have the same
                                        Borrower (Total $10,427,522.39).

                                        Williams-Sonoma Stores and Blockbuster
                                        Plaza ($10,277,623.21).

                                        Academy Shopping Center and Mayde
                                        Creek Shopping Center (Total


                                      6


<PAGE>


REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION

                                        $6,234,549.32).

                                        Turnberry Place and Stratford Village
                                        Apartments (Total $32,840,000.00).

                                        Residence & Fairfield Inn AVR and
                                        Hampton Inn - AVR (Total
                                        $18,500,000.00)

                                        Frankford Crossing and Cityview Towne
                                        Crossing (Total $31,164,953.01).

                                        Lowe's Home Center and Walgreens -
                                        Bixby (Total $11,366,463.92).


                                      7

<PAGE>



                               SCHEDULE (A)-(v)
<TABLE>
<CAPTION>

  Mortgage Loan                                                          Cut-off Date
     Number        Property Name                                         Date Balance
--------------------------------------------------------------------------------------
<S>   <C>          <C>                                                   <C>
      42           Autumn Oaks                                            6,983,659.10
      28           Baldwin Hills Center                                  11,233,814.58
      53           Bulkley Building                                       5,384,565.47
      21           Cityview Towne Crossing                               14,958,188.06
      18           Frankford Crossing Shopping Center                    16,206,764.95
      12           Monthaven Park Apartments                             22,100,000.00
      36           Riverchase Promenade                                   8,180,763.45
      5            Riverside Square                                      65,000,000.00
      1            Stonebriar Centre                                    184,358,063.80
      4            The Candler Tower                                     84,805,688.15

</TABLE>


<PAGE>


                               SCHEDULE (B)-(v)
<TABLE>
<CAPTION>


  Mortgage Loan                                                          Cut-off Date
     Number        Property Name                                         Date Balance
--------------------------------------------------------------------------------------
<S>   <C>          <C>                                                   <C>
      42           Autumn Oaks                                            6,983,659.10
      71           Brazos House Apartments and Navarro Fourplexes         3,987,186.11
      53           Bulkley Building                                       5,384,565.47
      30           Centennial Plaza                                      10,277,589.98
      21           Cityview Towne Crossing                               14,958,188.06
      13           Festival at Old Bridge                                22,046,765.64
      18           Frankford Crossing Shopping Center                    16,206,764.95
      66           Hampton Inn of Woodbridge                              4,192,803.31
      96           Longmire House Apartments and Hawktree Duplexes        2,392,311.67
      12           Monthaven Park Apartments                             22,100,000.00
      36           Riverchase Promenade                                   8,180,763.45
      5            Riverside Square                                      65,000,000.00
      72           Sausalito Apartments                                   3,784,821.90
      1            Stonebriar Centre                                    184,358,063.80
      58           Sundance Apartments                                    4,980,028.81
      4            The Candler Tower                                     84,805,688.15
      65           Walgreens-McKinley Park Chicago                        4,227,286.14
      90           Yellowhouse Apartments                                 2,711,286.56

</TABLE>



<PAGE>


                                  SCHEDULE IV

                  SCHEDULE OF EARLY DEFEASANCE MORTGAGE LOANS



 Mortgage Loan                                                     Cut-off Date
     Number    Property Name                Address                Balance
-------------------------------------------------------------------------------

       67      Rite Aid - Compton       1001 North Central Avenue  $4,121,859
                                        Compton, CA 90222

       84      Rite Aid - Hackettstown  199 Mountain Avenue        $2,904,542
                                        Hackettstown, NJ 07840

       95      Rite Aid - Franklin      949 Central Street         $2,479,035
                                        Franklin, NH 03235



<PAGE>




                                  SCHEDULE V

              SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS


 Mortgage Loan                                                     Cut-off Date
     Number    Property Name                Address                Balance
-------------------------------------------------------------------------------
       7       Camden Bluffs Apartments 5200 Summit Ridge Drive    $35,200,000
                                        Reno, NV 89523

       48      Springfield Industrial   380 Union Street            $6,390,288
                                        West Springfield, MA 01089

<PAGE>


                                  SCHEDULE VI

                            REFERENCE RATE SCHEDULE


 Interest Accrual Period     Interest Accrual Period
    by Numerical Order            Beginning in:                Reference Rate
------------------------     -----------------------           --------------
           1                        March 2003                     5.73895%
           2                        April 2003                     5.56377%
           3                         May 2003                      5.73892%
           4                         June 2003                     5.56373%
           5                         July 2003                     5.73889%
           6                        August 2003                    5.73889%
           7                      September 2003                   5.56367%
           8                       October 2003                    5.73886%
           9                       November 2003                   5.56362%
           10                      December 2003                   5.73883%
           11                      January 2004                    5.56357%
           12                      February 2004                   5.56367%
           13                       March 2004                     5.73876%
           14                       April 2004                     5.56346%
           15                        May 2004                      5.73870%
           16                        June 2004                     5.56339%
           17                        July 2004                     5.73864%
           18                       August 2004                    5.73864%
           19                     September 2004                   5.56330%
           20                      October 2004                    5.73859%
           21                      November 2004                   5.56324%
           22                      December 2004                   5.56319%
           23                      January 2005                    5.56316%
           24                      February 2005                   5.56360%
           25                       March 2005                     5.73843%
           26                       April 2005                     5.55280%
           27                        May 2005                      5.72728%
           28                        June 2005                     5.55275%
           29                        July 2005                     5.72725%
           30                       August 2005                    5.72724%
           31                     September 2005                   5.55269%
           32                      October 2005                    5.72720%
           33                      November 2005                   5.55264%
           34                      December 2005                   5.55261%
           35                      January 2006                    5.55259%
           36                      February 2006                   5.55316%
           37                       March 2006                     5.72707%
           38                       April 2006                     5.55248%
           39                        May 2006                      5.72703%
           40                        June 2006                     5.55242%
           41                        July 2006                     5.72698%
           42                       August 2006                    5.72696%
           43                     September 2006                   5.55234%
           44                      October 2006                    5.72691%
           45                      November 2006                   5.55228%

<PAGE>

 Interest Accrual Period     Interest Accrual Period
    by Numerical Order            Beginning in:                Reference Rate
------------------------     -----------------------           --------------
           46                      December 2006                   5.55224%
           47                      January 2007                    5.55221%
           48                      February 2007                   5.55282%
           49                       March 2007                     5.72675%
           50                       April 2007                     5.55208%
           51                        May 2007                      5.72669%
           52                        June 2007                     5.55201%
           53                        July 2007                     5.72663%
           54                       August 2007                    5.72661%
           55                     September 2007                   5.55035%
           56                      October 2007                    5.73772%
           57                      November 2007                   5.56216%
           58                      December 2007                   5.73608%
           59                      January 2008                    5.59593%
           60                      February 2008                   5.64377%
           61                       March 2008                     5.81932%
           62                       April 2008                     5.64165%
           63                        May 2008                      5.81941%
           64                        June 2008                     5.64171%
           65                        July 2008                     5.81950%
           66                       August 2008                    5.81956%
           67                     September 2008                   5.64179%
           68                      October 2008                    5.81964%
           69                      November 2008                   5.64184%
           70                      December 2008                   5.64186%
           71                      January 2009                    5.64189%
           72                      February 2009                   5.64268%
           73                       March 2009                     5.81984%
           74                       April 2009                     5.64195%
           75                        May 2009                      5.81528%
           76                        June 2009                     5.63760%
           77                        July 2009                     5.81537%
           78                       August 2009                    5.81542%
           79                     September 2009                   5.63692%
           80                      October 2009                    5.81469%
           81                      November 2009                   5.63692%
           82                      December 2009                   5.63698%
           83                      January 2010                    5.63700%
           84                      February 2010                   5.63788%


<PAGE>


                                  EXHIBIT A-1

              FORM OF CLASS [A-1] [A-2] [A-3] [A-4] CERTIFICATES


                   LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C1
  CLASS [A-1] [A-2] [A-3] [A-4] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C1


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


Pass-Through Rate:  ___% per annum           Initial Certificate Principal
                                             Balance of this Certificate
                                             as of the Closing Date:
                                             $____________

Date of Pooling and Servicing Agreement:     Class Principal Balance of all the
March 11, 2003                               Class [A-1] [A-2] [A-3] [A-4]
                                             Certificates as of the Closing
                                             Date:  $____________

Cut-off Date:  March 11, 2003                Aggregate unpaid principal balance
                                             of the Mortgage Pool as of the
                                             Cut-off Date, after deducting
                                             payments of principal due on or
Closing Date:  March 20, 2003                before such date (the "Initial
                                             Pool Balance"): $1,371,385,381

First Distribution Date: April 17, 2003

Master Servicer:  Wachovia Bank, National    Trustee:  LaSalle Bank National
Association                                  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.:  _____________





                                    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.

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 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


                                    A-1-2

<PAGE>

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.

                  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

                                    A-1-3


<PAGE>

denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

          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. In addition, following the date on which the total principal
balance of the Registered Certificates is reduced to zero, any single Holder
or group of Holders of all of the Remaining Certificates may, with the consent
of the Master Servicer, exchange those Certificates for all Mortgage Loans and
REO Properties remaining in the Trust Fund at the time of the exchange.

          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.


                                    A-1-4

<PAGE>

          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 2003-C1
       CLASS [X-CL] [X-CP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C1


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


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
March 11, 2003                            Class [X-CL] [X-CP] Certificates as of
                                          the Closing Date: $___________

Cut-off Date:  March 11, 2003             Aggregate unpaid principal balance of
                                          the Mortgage Pool as of the Cut-off
Closing Date:  March 20, 2003             Date, after deducting payments of
                                          principal due on or before such date
                                          (the "Initial Pool Balance"):
                                          $1,371,385,381

First Distribution Date:  April 17, 2003

Master Servicer:  Wachovia Bank,          Trustee:  LaSalle Bank National
National Association                      Association

Special Servicer:  Lennar Partners, Inc.  Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  [X-CL] [X-CP] ___        CUSIP No.:  _____________




                                    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.

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.

[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


                                    A-2-2
<PAGE>


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.

          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.


                                    A-2-3


<PAGE>


          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 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


                                    A-2-4

<PAGE>

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.

          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


                                    A-2-5

<PAGE>


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. 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, one of the following: (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 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, 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


                                    A-2-6
<PAGE>


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.

          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. In addition, following the date on which the total principal
balance of the Registered Certificates is reduced to zero, any single Holder
or group of Holders of all of the Remaining Certificates may, with the consent
of the Master Servicer, exchange those Certificates for all Mortgage Loans and
REO Properties remaining in the Trust Fund at the time of the exchange.

          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,


                                    A-2-7

<PAGE>


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 2003-C1
  CLASS [B] [C] [D] [E] [F] [G] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C1


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


Pass-Through Rate:  ____% per annum       Initial Certificate Principal Balance
                                          of this Certificate as of the
                                          Closing Date: $_____________


Date of Pooling and Servicing Agreement:  Class Principal Balance of all the
March 11, 2003                            Class [B][C][D][E][F][G] Certificates
                                          as of the Closing Date: $___________

Cut-off Date:  March 11, 2003             Aggregate unpaid principal balance of
                                          the Mortgage Pool as of the Cut-off
Closing Date:  March 20, 2003             Date, after deducting payments of
                                          principal due on or before such date
                                          (the "Initial Pool Balance"):
                                          $1,371,385,381

First Distribution Date:  April 17, 2003

Master Servicer:  Wachovia Bank,          Trustee:  LaSalle Bank National
National Association                      Association

Special Servicer:  Lennar Partners, Inc.  Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No. [B][C][D][E][F][G]-___    CUSIP No.:  _____________


                                    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.

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
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


                                    A-3-2


<PAGE>

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 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-3-3

<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 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. In addition, following the date on which the total principal
balance of the Registered Certificates is reduced to zero, any single Holder
or group of Holders of all of the Remaining Certificates may, with the consent
of the Master Servicer, exchange those Certificates for all Mortgage Loans and
REO Properties remaining in the Trust Fund at the time of the exchange.

          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

                                    A-3-4

<PAGE>

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] [P] [Q] [S] CERTIFICATES


                   LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C1
     CLASS [A-1b] [H] [J] [K] [L] [M] [N] [P] [Q] [S] COMMERCIAL MORTGAGE
                          PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C1


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

Pass-Through Rate: ____% per annum        Initial Certificate Principal Balance
                                          of this Certificate as of the
                                          Closing Date: $_____________

Date of Pooling and Servicing Agreement:  Class Principal Balance of all the
March 11, 2003                            Class [A-1b][H][J][K][L][M][N][P][Q]
                                          [S] Certificates as of the Closing
                                          Date: $___________

Cut-off Date:  March 11, 2003             Aggregate unpaid principal balance of
                                          the Mortgage Pool as of the Cut-off
Closing Date:  March 20, 2003             Date, after deducting payments of
                                          principal due on or before such date
                                          (the "Initial Pool Balance"):
                                          $1,371,385,381

First Distribution Date:  April 17, 2003

Master Servicer:  Wachovia Bank,          Trustee:  LaSalle Bank National
National Association                      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.:  _____________
[P][Q][S]-___



                                    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.

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] [P] [Q] [S] 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.

[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


                                    A-4-2

<PAGE>


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 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.


                                    A-4-3

<PAGE>

          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 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.


                                    A-4-4

<PAGE>

          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.

          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


                                    A-4-5

<PAGE>


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. 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, one of the following: (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


                                    A-4-6


<PAGE>


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, any
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.

          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


                                    A-4-7

<PAGE>


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. In addition, following
the date on which the total principal balance of the Registered Certificates
is reduced to zero, any single Holder or group of Holders of all of the
Remaining Certificates may, with the consent of the Master Servicer, exchange
those Certificates for all Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of the exchange.

          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-4-9

<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] [P]
[Q] [S] 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 T CERTIFICATES


                   LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C1
             CLASS T COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C1


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

Pass-Through Rate: ____% per annum        Initial Certificate Principal Balance
                                          of this Certificate as of the
                                          Closing Date: $_____________

Date of Pooling and Servicing Agreement:  Class Principal Balance of all the
March 11, 2003                            Class T Certificates as of the Closing
                                          Date: $13,714,381

Cut-off Date:  March 11, 2003             Aggregate unpaid principal balance of
                                          the Mortgage Pool as of the Cut-off
Closing Date:  March 20, 2003             Date, after deducting payments of
                                          principal due on or before such date
                                          (the "Initial Pool Balance"):
                                          $1,371,385,381

First Distribution Date:  April 17, 2003

Master Servicer:  Wachovia Bank,          Trustee:  LaSalle Bank National
National Association                      Association

Special Servicer:  Lennar Partners, Inc.  Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No. T-___                     CUSIP No.:  _____________



                                    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.

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 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,


                                    A-5-2
<PAGE>


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.

          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


                                    A-5-3

<PAGE>


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 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. 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, one of the following: (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


                                    A-5-4

<PAGE>


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, any 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.

          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


                                    A-5-5
<PAGE>

of the Mortgage Pool at the time of purchase being less than 1.0% of the
Initial Pool Balance specified on the face hereof. In addition, following the
date on which the total principal balance of the Registered Certificates is
reduced to zero, any single Holder or group of Holders of all of the Remaining
Certificates may, with the consent of the Master Servicer, exchange those
Certificates for all Mortgage Loans and REO Properties remaining in the Trust
Fund at the time of the exchange.

          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 [T] 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 2003-C1
 CLASS [R-I] [R-II] [R-III] [R-LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C1


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

Date of Pooling and Servicing Agreement:  Percentage Interest evidenced by this
March 11, 2003                            Certificate in the related Class:___%

Cut-off Date:  March 11, 2003             Aggregate unpaid principal balance of
                                          the Mortgage Pool as of the Cut-off
Closing Date:  March 20, 2003             Date, after deducting payments of
                                          principal due on or before such date
                                          (the "Initial Pool Balance"):
                                          $1,371,385,381

First Distribution Date:  April 17, 2003

Master Servicer:  Wachovia Bank,          Trustee:  LaSalle Bank National
National Association                      Association

Special Servicer:  Lennar Partners, Inc.  Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No. [R-I][R-II][R-III][R-LR]-___



                                    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.

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
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


                                    A-6-2


<PAGE>


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.

          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


                                    A-6-3


<PAGE>


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. 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. 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


                                    A-6-4

<PAGE>


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 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 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


                                    A-6-5


<PAGE>



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.

          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).


                                    A-6-6



<PAGE>


          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. In addition, following the date on which the total principal
balance of the Registered Certificates is reduced to zero, any single Holder
or group of Holders of all of the Remaining Certificates may, with the consent
of the Master Servicer, exchange those Certificates for all Mortgage Loans and
REO Properties remaining in the Trust Fund at the time of the exchange.

          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 2003-C1
             CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C1


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


Date of Pooling and Servicing Agreement:  Percentage Interest evidenced by
March 11, 2003                            this Certificate in Class V:  ___%

Cut-off Date:  March 11, 2003             Aggregate unpaid principal balance of
                                          the Mortgage Pool as of the Cut-off
Closing Date:  March 20, 2003             Date, after deducting payments of
                                          principal due on or before such date
                                          (the "Initial Pool Balance"):
                                          $1,371,385,381

First Distribution Date:  April 17, 2003

Master Servicer:  Wachovia Bank,          Trustee:  LaSalle Bank National
National Association                      Association

Special Servicer:  Lennar Partners, Inc.  Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  V-___




                                    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.

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 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


                                    A-7-2

<PAGE>


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 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


                                    A-7-3


<PAGE>


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. 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.

          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


                                    A-7-4

<PAGE>


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. In addition, following the date on which the total principal
balance of the Registered Certificates is reduced to zero, any single Holder
or group of Holders of all of the Remaining Certificates may, with the consent
of the Master Servicer, exchange those Certificates for all Mortgage Loans and
REO Properties remaining in the Trust Fund at the time of the exchange.

          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 2003-C1 Commercial Mortgage Pass
          Through Certificates, Series 2003-C1 (the "Certificates")
          -----------------------------------------------------------------

Ladies and Gentlemen:

          Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of March 11, 2003, 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), (viii) (without regard to the second parenthetical in such clause
(viii)) and (ix) 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 2003-C1

Lennar Partners, Inc.
1601 Washington Avenue
Miami Beach, Florida 33139
Attn:  LB-UBS Commercial Mortgage Trust 2003-C1

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C1

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C1

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 2003-C1

LUBS Inc.
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C1

UBS Warburg LLC
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C1

UBS Warburg Real Estate Investments Inc.
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C1


                                     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 2003-C1

             Re:  LB-UBS Commercial Mortgage Trust 2003-C1,
                  Commercial Mortgage Pass-Through Certificates, Series 2003-C1
                  -------------------------------------------------------------

          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 March 11, 2003 (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 2003-C1

            Re:  LB-UBS Commercial Mortgage Trust 2003-C1,
                 Commercial Mortgage Pass-Through Certificates, Series 2003-C1
                 -------------------------------------------------------------


          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 March 11, 2003 (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>


<TABLE>

                                                        EXHIBIT E

                                         FORM OF LOAN PAYOFF NOTIFICATION REPORT


                                            LOAN PAYMENT NOTIFICATION REPORT
                                               as of _____________________

<CAPTION>
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ -------------
      S4            S55          S61      S58       P7        P8        P10           P11          P93
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ -------------
                                                 Scheduled                                      Fiscal Yr.
                 Short Name                      Mortgage    Paid     Current                   Preceding
Prospectus ID      (When      Property             Loan      Thru     Interest     Maturity        DSCR
                Appropriate)    Type     State    Balance    Date       Rate         Date          NCR
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ -------------
<S>             <C>           <C>        <C>    <C>          <C>    <C>           <C>          <C>

Scheduled Payments






Unscheduled Payment






Total:                                          $











The Borrower has only requested the information to pay-off. This does not
indicate a definite payment.

</TABLE>


<TABLE>
<CAPTION>

--------------- ------------- ------------- --------------------------------------
      S4            S55           P97          Servicer Estimated Information
--------------- ------------- ------------- --------------------------------------
                 Short Name                               Expected     Expected
                   (When      Most Recent      Yield       Payment    Distribution
Prospectus ID   Appropriate)    DSCR NCF    Maintenance     Date         Date
--------------- ------------- ------------- ------------ ------------ ------------
<S>             <C>           <C>           <C>          <C>          <C>

Scheduled Payments






Unscheduled Payment






Total:


</TABLE>


                                                          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 2003-C1

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1, Class _____, [having
               an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of March 20, 2003 (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 March 11, 2003,
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.



                                    F-1-1


<PAGE>



          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.

                                         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 2003-C1

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1, Class ___, [having
               an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of March 20, 2003 (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 March 11, 2003,
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.


                                         Very truly yours,


                                         ---------------------------------------
                                         (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 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


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

(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>


                    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 2003-C1

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1, Class _____,[having
               an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of March 20, 2003 (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 March 11, 2003,
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 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1, Class _____, having
               an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of March 20, 2003 (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 March 11, 2003, 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 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-2C-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, 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 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 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 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 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 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1, Class _____, having
               an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of March 20, 2003 (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 March 11, 2003, 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 2003-C1

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1 (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 March 20, 2003 (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 March
11, 2003, 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 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1 (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 March 20,
2003 (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 March 11, 2003 (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 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1 (the "Certificates"),
               issued pursuant to the Pooling and ------------ Servicing
               Agreement (the "Pooling and Servicing Agreement"), dated as of
               March 11, --------------------------------- 2003, 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 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 2003-C1

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1 (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 March 11, 2003 (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,


                                         ---------------------------------------
                                         (Transferor)




                                         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 March 11, 2003 and relating to
LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1 (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 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1

Ladies and Gentlemen:

          Pursuant to [Section 6.09 of the Pooling and Servicing Agreement],
dated as of March 11, 2003, relating to LB-UBS Commercial Mortgage Trust
2003-C1, Commercial Mortgage Pass-Through Certificates, Series 2003-C1 (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 2003-C1, Commercial Mortgage
Pass-Through Certificates, Series 2003-C1 (referred to as the "Secured Party"
for purposes of this financing statement only), under that certain Pooling and
Servicing Agreement, dated as of March 11, 2003 (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 2003-C1, Commercial Mortgage
Pass-Through Certificates, Series 2003-C1 (the "Series 2003-C1 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 2003-C1 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



[AMI Capital, Inc.]

[Churchill Mortgage Corporation]

[GMAC Commercial Mortgage Corporation]

[Legg Mason Real Estate Services, Inc.]

[Laureate Capital LLC]

[Northmarq Capital, Inc.]

[L.J. Melody & Company of Texas, LP]

[Wilson, Cantwell & Spelman, Inc., d/b/a Johnson Capital Group]




                                     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 2003-C1]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:        LB-UBS Commercial Mortgage Trust 2003-C1]

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of March 11, 2003 (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 2003-C1, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1 (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 2003-C1]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:     LB-UBS Commercial Mortgage Trust 2003-C1]

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of March 11, 2003 (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 2003-C1, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1 (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 March 11, 2003 (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 2003-C1, Commercial
                    Mortgage Pass-Through Certificates, Series 2003-C1

          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;


                                     M-2


<PAGE>



          2. Certify as to each of the following, and any additional
explanatory notes set forth on Exhibit A hereto:

                    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").


                                     M-3


<PAGE>


                    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 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


                                     M-4



<PAGE>

          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.

          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:


                                     M-5


<PAGE>


                                   EXHIBIT N

                     FORM OF SELLER/DEPOSITOR NOTIFICATION


                                    [Date]


<TABLE>
<CAPTION>

<S>                                                          <C>
[Structured Asset Securities Corporation II                  [Wachovia Bank, National Association
745 Seventh Avenue                                           8739 Research Drive-URP4
New York, New York  10019                                    Charlotte, North Carolina 28262-1075
Attention:    David Nass]                                    Attention:  LB-UBS Commercial Mortgage Trust 2003-C1


[UBS Warburg LLC                                             [Lennar Partners, Inc.
1285 Avenue of the Americas                                  1601 Washington Avenue
New York, New York  10019                                    Miami Beach, Florida 33139
Attention:    Ahmed Alali                                    Attention:  LB-UBS Commercial Mortgage Trust
              Robert Pettinato]                              2003-C1]


[Controlling Class Representative (if known)]                [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 2003-C1]
</TABLE>

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 2.03 of the
Pooling and Servicing Agreement, dated as of March 11, 2003 (the "Agreement"),
relating to the captioned commercial mortgage pass-through certificates (the
"Certificates"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to them in the Agreement.

          This notice is being delivered with respect to the Mortgage Loan
identified on the Mortgage Loan Schedule as Mortgage Loan Number [__], and
secured by the Mortgaged Property identified on the Mortgage Loan Schedule as
_________________ (the "Subject Mortgage Loan").

          Check which of the following applies:

          ______    We hereby  advise you that a Material  Document  Defect or
                    Material Breach exists with respect to the Subject
                    Mortgage Loan due to the occurrence set forth on Schedule
                    1 attached hereto.

          ______    We hereby request that you cure the Material Document
                    Defect or Material Breach with respect to the Subject
                    Mortgage Loan within the time period and subject to the
                    conditions provided for in [Section 2.03(a) of the
                    Agreement] [Section 5(a) of the UBS/Depositor Mortgage
                    Loan Purchase Agreement].


                                     N-1


<PAGE>



          ______    We hereby advise you that a Servicing Transfer Event has
                    occurred with respect to the Subject Mortgage Loan due to
                    the occurrence set forth on Schedule 1 attached hereto
                    (and a Material Document Defect has occurred as set forth
                    above or on a previous Seller/Depositor Notification).

          ______    We hereby advise you that an assumption is proposed or has
                    occurred with respect to the Subject Mortgage Loan, as
                    further described on Schedule 1 attached hereto (and a
                    Material Document Defect has occurred as set forth above
                    or on a previous Seller/Depositor Notification).

          ______    Under the circumstances contemplated by the last paragraph
                    of [Section 2.03(a) of the Agreement] [Section 5(a) of the
                    UBS/Depositor Mortgage Loan Purchase Agreement], we hereby
                    advise you that both (A) the applicable Resolution Extension
                    Period has expired and (B) a [Servicing Transfer Event]
                    [proposed or actual assumption] has occurred with respect
                    to the Subject Mortgage Loan; therefore, we hereby direct
                    you to cure the subject Material Document Defect within 15
                    days of receipt of this Seller/Depositor Notification.

          ______    We hereby advise you that the 15-day period set forth in
                    the preceding paragraph has expired and we hereby notify
                    you that the [Master Servicer] [Special Servicer] has
                    elected to perform your cure obligations with respect to
                    the subject Material Document Defect and the Subject
                    Mortgage Loan.

          ______    We hereby request that you repurchase the Subject Mortgage
                    Loan or any related REO Property to the extent required by
                    [Section 2.03(a) of the Agreement] [Section 5(a) of the
                    UBS/Depositor Mortgage Loan Purchase Agreement].


                                     N-2


<PAGE>

                                         Very truly yours,

                                         [LASALLE BANK NATIONAL ASSOCIATION,
                                         as Trustee


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:]

                                         [WACHOVIA BANK, NATIONAL ASSOCIATION,
                                         as Master Servicer


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:]


                                         [LENNAR PARTNERS, INC.
                                         as Special Servicer


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:]



          In the event this notice constitutes a request to repurchase the
Subject Mortgage Loan, a copy of this Seller/Depositor Notification has been
delivered to each of:

          (i) Counsel to the Seller:

              Cadwalader, Wickersham & Taft
              100 Maiden Lane
              New York, New York  10038
              Attention:       Anna Glick;


                                     N-3


<PAGE>

          and

          (ii) Internal Counsel to the Depositor/Lehman Mortgage Loan Seller:

               Lehman Brothers Holdings Inc., doing business as
                  Lehman Capital, a Division of Lehman Brothers
               Holdings, Inc., or its successor in interest
               745 Seventh Avenue
               New York, New York  10019
               Attention:  Scott Lechner


                                     N-4


<PAGE>


                                                                    Schedule 1

          Mortgage Loan Number: ________________

          Name of Mortgaged Property:___________________________________________

          Material Breach:  Explain the nature of the Material Breach:__________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

          Material Document Defect: List the affected documents and describe
nature of the Material Document Defect: ________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

          Servicing Transfer Event/Assumption: Explain the nature of the
Servicing Transfer Event/Assumption:____________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

         Other:  Set forth any necessary additional information:________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


                                     N-5



<PAGE>


                                   EXHIBIT O

      FORM OF CONTROLLING CLASS REPRESENTATIVE CONFIDENTIALITY AGREEMENT


                                    [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 2003-C1]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:    LB-UBS Commercial Mortgage Trust 2003-C1]

[Lennar Partners, Inc.
1601 Washington Avenue
Miami Beach, Florida 33139
Attention:     LB-UBS Commercial Mortgage Trust 2003-C1]

          Re:  LB-UBS Commercial Mortgage Trust 2003-C1, Commercial Mortgage
               Pass-Through Certificates, Series 2003-C1

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of March 11, 2003 (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 2003-C1, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1. The undersigned is the Controlling Class Representative.

          2. The undersigned will keep the information (the "Information")
obtained from time to time pursuant to the Pooling and Servicing Agreement
confidential (except for Information with respect to tax treatment or tax
structure), 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 (other than for the purpose of communicating with the Controlling Class);
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.

          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.

                  To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Pooling and Servicing
Agreement.


                                     O-1


<PAGE>


          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.


                                         [CONTROLLING CLASS REPRESENTATIVE]


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


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


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:




                                     O-2