<PAGE>


================================================================================


                    STRUCTURED ASSET SECURITIES CORPORATION,
                                  as Depositor

                                       and

                           FIRST UNION NATIONAL BANK,
                               as Master Servicer

                                       and

                      ORIX REAL ESTATE CAPITAL MARKETS LLC,
                               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 May 11, 2001


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

                                 $1,319,080,829

                    LB-UBS Commercial Mortgage Trust 2001-C2

                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2001-C2

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          PAGE

                                                   ARTICLE I

                                 DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

<S>                                                                                                     <C>
SECTION 1.01.  Defined Terms................................................................................5
SECTION 1.02.  General Interpretive Principles.............................................................65


                                                  ARTICLE II

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

SECTION 2.01.  Creation of Trust; Conveyance of Mortgage Loans.............................................67
SECTION 2.02.  Acceptance of Trust Fund by Trustee.........................................................69
SECTION 2.03.  Repurchase of Mortgage Loans for Document Defects and Breaches of Representations
               and Warranties; the Special Reserve Account.................................................71
SECTION 2.04.  Representations, Warranties and Covenants of the Depositor..................................76
SECTION 2.05.  Execution, Authentication and Delivery of Class R-I Certificates; Creation of
               REMIC I Regular Interests...................................................................78
SECTION 2.06.  Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee..................78
SECTION 2.07.  Execution, Authentication and Delivery of Class R-II Certificates; Creation of
               REMIC II Regular Interests..................................................................78
SECTION 2.08.  Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee................79
SECTION 2.09.  Execution, Authentication and Delivery of REMIC III Certificates............................79


                                                  ARTICLE III

                                ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.  Administration of the Loans.................................................................80
SECTION 3.02.  Collection of Loan Payments.................................................................82
SECTION 3.03.  Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve
               Accounts....................................................................................83
SECTION 3.04.  Pool Custodial Account, Defeasance Deposit Account, Collection Account, Interest
               Reserve Account and Excess Liquidation Proceeds Account.....................................85
SECTION 3.04A. Westfield Shoppingtown Meriden Custodial Account............................................89
SECTION 3.05.  Permitted Withdrawals From the Pool Custodial Account, the Collection Account,
               the Interest Reserve Account and the Excess Liquidation Proceeds Account....................92

</TABLE>

                                                     -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          PAGE

<S>                                                                                                     <C>
SECTION 3.05A. Permitted Withdrawals From the Westfield Shoppingtown Meriden Custodial Account.............96
SECTION 3.06.  Investment of Funds in the Servicing Accounts, the Reserve Accounts, the
               Defeasance Deposit Account, the Custodial Accounts and the REO Accounts.....................99
SECTION 3.07.  Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage..............101
SECTION 3.08.  Enforcement of Alienation Clauses..........................................................104
SECTION 3.09.  Realization Upon Defaulted Loans; Required Appraisals; Appraisal Reduction
               Calculation................................................................................107
SECTION 3.10.  Trustee and Custodian to Cooperate; Release of Mortgage Files..............................112
SECTION 3.11.  Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing
               Advances...................................................................................113
SECTION 3.12.  Property Inspections; Collection of Financial Statements; Delivery of Certain
               Reports....................................................................................118
SECTION 3.12A. Delivery of Certain Reports to the Westfield Shoppingtown Meriden Companion Loan
               Noteholder.................................................................................121
SECTION 3.12B. Statements to Westfield Shoppingtown Meriden Companion Loan Noteholder.....................122
SECTION 3.13.  Annual Statement as to Compliance..........................................................122
SECTION 3.14.  Reports by Independent Public Accountants..................................................123
SECTION 3.15.  Access to Certain Information..............................................................124
SECTION 3.16.  Title to REO Property; REO Accounts........................................................125
SECTION 3.17.  Management of REO Property.................................................................126
SECTION 3.17A. Management and Disposition of the Westfield Shoppingtown Meriden Mortgaged
               Property After Becoming REO Property.......................................................130
SECTION 3.18.  Sale of Mortgage Loans and REO Properties..................................................133
SECTION 3.19.  Additional Obligations of the Master Servicer; the Special Servicer's Right to
               Request the Master Servicer to Make Servicing Advances.....................................136
SECTION 3.20.  Modifications, Waivers, Amendments and Consents............................................137
SECTION 3.21.  Transfer of Servicing Between Master Servicer and Special Servicer; Record
               Keeping....................................................................................143
SECTION 3.22.  Sub-Servicing Agreements...................................................................145
SECTION 3.23.  Representations and Warranties of the Master Servicer......................................147
SECTION 3.24.  Representations and Warranties of the Special Servicer.....................................149
SECTION 3.25.  Certain Matters Regarding the Purchase of the Westfield Shoppingtown Meriden
               Mortgage Loan..............................................................................150
SECTION 3.26.  Application of Default Charges.............................................................150


                                                  ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.  Distributions..............................................................................152
SECTION 4.02.  Statements to Certificateholders; CMSA Loan Periodic Update File...........................162
</TABLE>


                                                     -ii-

<PAGE>


<TABLE>
<CAPTION>
                                                                                                          PAGE

<S>                                                                                                    <C>
SECTION 4.03.  P&I Advances...............................................................................169
SECTION 4.03A. P&I Advances on the Westfield Shoppingtown Meriden Loan Pair...............................171
SECTION 4.04.  Allocation of Realized Losses and Additional Trust Fund Expenses...........................173
SECTION 4.05.  Calculations...............................................................................174
SECTION 4.06.  Use of Agents..............................................................................175

                                                   ARTICLE V

                                               THE CERTIFICATES

SECTION 5.01.  The Certificates...........................................................................176
SECTION 5.02.  Registration of Transfer and Exchange of Certificates......................................176
SECTION 5.03.  Book-Entry Certificates....................................................................183
SECTION 5.04.  Mutilated, Destroyed, Lost or Stolen Certificates..........................................185
SECTION 5.05.  Persons Deemed Owners......................................................................185

                                                  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...............................187
SECTION 6.02.  Merger, Consolidation or Conversion of Depositor, Master Servicer or Special
               Servicer...................................................................................187
SECTION 6.03.  Limitation on Liability of Depositor, Master Servicer and Special Servicer.................187
SECTION 6.04.  Resignation of Master Servicer and the Special Servicer....................................189
SECTION 6.05.  Rights of Depositor, Trustee and the Westfield Shoppingtown Meriden Companion
               Loan Noteholder in Respect of Master Servicer and the Special Servicer.....................189
SECTION 6.06.  Depositor, Master Servicer and Special Servicer to Cooperate with Trustee..................190
SECTION 6.07.  Depositor, Special Servicer, Trustee and the Westfield Shoppingtown Meriden
               Companion Loan Noteholder to Cooperate with Master Servicer................................190
SECTION 6.08.  Depositor, Master Servicer, Trustee and Westfield Shoppingtown Meriden Companion
               Loan Noteholder to Cooperate with Special Servicer.........................................190
SECTION 6.09.  Designation of Special Servicer and Controlling Class Representative by the
               Controlling Class..........................................................................190
SECTION 6.10.  Master Servicer or Special Servicer as Owner of a Certificate..............................192
SECTION 6.11.  Certain Powers of the Controlling Class Representative.....................................192
SECTION 6.11A. Certain Powers of the Westfield Shoppingtown Meriden Companion Loan Noteholder.............195
</TABLE>


                                                    -iii-
<PAGE>


<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                  ARTICLE VII

                                                    DEFAULT

<S>                                                                                                      <C>
SECTION 7.01.  Events of Default..........................................................................198
SECTION 7.02.  Trustee to Act; Appointment of Successor...................................................203
SECTION 7.03.  Notification to Certificateholders.........................................................204
SECTION 7.04.  Waiver of Events of Default................................................................204
SECTION 7.05.  Additional Remedies of Trustee Upon Event of Default.......................................205


                                                 ARTICLE VIII

                                            CONCERNING THE TRUSTEE

SECTION 8.01.  Duties of Trustee..........................................................................206
SECTION 8.02.  Certain Matters Affecting Trustee..........................................................207
SECTION 8.03.  Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates
               or Mortgage Loans..........................................................................208
SECTION 8.04.  Trustee and Fiscal Agent May Own Certificates..............................................208
SECTION 8.05.  Fees and Expenses of Trustee; Indemnification of and by Trustee............................208
SECTION 8.06.  Eligibility Requirements for Trustee.......................................................209
SECTION 8.07.  Resignation and Removal of Trustee.........................................................210
SECTION 8.08.  Successor Trustee..........................................................................211
SECTION 8.09.  Merger or Consolidation of Trustee and Fiscal Agent........................................212
SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee..............................................212
SECTION 8.11.  Appointment of Custodians..................................................................213
SECTION 8.12.  Appointment of Authenticating Agents.......................................................213
SECTION 8.13.  Appointment of Tax Administrators..........................................................214
SECTION 8.14.  Access to Certain Information..............................................................215
SECTION 8.15.  Reports to the Securities and Exchange Commission and Related Reports......................216
SECTION 8.16.  Representations and Warranties of Trustee..................................................219
SECTION 8.17.  The Fiscal Agent...........................................................................220
SECTION 8.18.  Representations and Warranties of Fiscal Agent.............................................221

                                                  ARTICLE IX

                                                  TERMINATION

SECTION 9.01.  Termination Upon Repurchase or Liquidation of All Mortgage Loans...........................223
SECTION 9.02.  Additional Termination Requirements........................................................231
</TABLE>

                                                     -iv-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                   ARTICLE X

                                           ADDITIONAL TAX PROVISIONS

<S>                                                                                                     <C>
SECTION 10.01. REMIC Administration.......................................................................232
SECTION 10.02. Grantor Trust Administration...............................................................235

                                                  ARTICLE XI

                                           MISCELLANEOUS PROVISIONS

SECTION 11.01. Amendment..................................................................................238
SECTION 11.02. Recordation of Agreement; Counterparts.....................................................240
SECTION 11.03. Limitation on Rights of Certificateholders and the Westfield Shoppingtown Meriden
               Companion Loan Noteholder..................................................................240
SECTION 11.04. Governing Law..............................................................................241
SECTION 11.05. Notices....................................................................................241
SECTION 11.06. Severability of Provisions.................................................................242
SECTION 11.07. Grant of a Security Interest...............................................................242
SECTION 11.08. Streit Act.................................................................................242
SECTION 11.09. Successors and Assigns; Beneficiaries......................................................243
SECTION 11.10. Article and Section Headings...............................................................243
SECTION 11.11. Notices to Rating Agencies and Controlling Class Representative............................243
SECTION 11.12. Global Opinions............................................................................245
SECTION 11.13. Complete Agreement.........................................................................245
</TABLE>



                                                     -v-
<PAGE>


                             SCHEDULES AND EXHIBITS

Schedule No.     Schedule Description
------------     --------------------

    I            Mortgage Loan Schedule
   II            Representations and Warranties of the Depositor with Respect to
                    the Lehman Mortgage Loans
  III            Exceptions to the Representations and Warranties of the
                    Depositor

Exhibit No.      Exhibit Description
-----------      -------------------
  A-1            Form of Class [A-1] [A-2] Certificate
  A-2            Form of Class X Certificate
  A-3            Form of Class [B] [C] [D]Certificate
  A-4            Form of Class [E] [F] [G] [H] [J] [K] [L] [M] [N] [P] [Q]
                 Certificate
  A-5            Form of Class [R-I] [R-II] [R-III] 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 I of Transferee Certificate for Transfers of Interests in
                 Book-Entry Non-Registered Certificates
  F-2D           Form II of Transferee Certificate for Transfers of Interests in
                 Book-Entry Non-Registered Certificates
  F-2E           Form of Regulation S Certificate
  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
   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


                                      -vi-
<PAGE>


     This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of May 11, 2001, among STRUCTURED ASSET SECURITIES CORPORATION, as
Depositor, FIRST UNION NATIONAL BANK, as Master Servicer, ORIX REAL ESTATE
CAPITAL MARKETS LLC, 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 the segregated pool of
assets consisting of the Mortgage Loans (exclusive of any collections of
Additional Interest on the ARD Loans after their respective Anticipated
Repayment Dates) and certain other related assets subject to this Agreement
(exclusive of any Recording/Title Policy Omission Cash Deposits and/or
Recording/Title Policy Omission Credits) 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.
Each of the REMIC I Regular Interests will relate to a specific Mortgage Loan.
Each such 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
second 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 last Rated Final Distribution Date. None of the REMIC II Regular
Interests will be certificated.

                                                              Initial
                                REMIC II                   Uncertificated
       Designation          Remittance Rate              Principal Balance
           A-1                Variable (1)              $     256,111,000
           A-2                Variable (1)              $     789,260,000
            B                 Variable (1)              $      49,466,000
            C                 Variable (1)              $      62,656,000
            D                 Variable (1)              $      16,488,000
            E                 Variable (1)              $      13,191,000
            F                 Variable (1)              $      19,786,000
            G                 Variable (1)              $      16,489,000
            H                 Variable (1)              $      23,084,000
            J                 Variable (1)              $      14,840,000
            K                 Variable (1)              $      11,541,000
            L                 Variable (1)              $       9,894,000
            M                 Variable (1)              $      13,190,000
            N                 Variable (1)              $       6,596,000
            P                 Variable (1)              $       3,298,000
            Q                 Variable (1)              $      13,190,829

    --------------------
    (1) Calculated in accordance with the definition of "REMIC II Remittance
     Rate".

     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 initial Class Principal Balance for each
Class of the Regular Interest Certificates. For federal income tax purposes,
each Class of the Regular Interest Certificates (other than the Class X
Certificates) and each of the sixteen Components of the Class X Certificates
will be designated as a separate "regular interest" in REMIC III. The Legal
Final Distribution Date for each Class of Regular Interest Certificates (or, in
the case of the Class X Certificates, for each of the sixteen Components
thereof) is the last Rated Final Distribution Date.


                                      -2-
<PAGE>

<TABLE>
<CAPTION>
              Class                                                             Initial Class
           Designation                     Pass-Though Rate                   Principal Balance
           -----------                     ----------------                   -----------------
          <S>                            <C>                                   <C>
            Class A-1                     6.2700% per annum                     $      256,111,000
            Class A-2                     6.6530% per annum                     $      789,260,000
             Class B                      6.7990% per annum                     $       49,466,000
             Class C                      6.9750% per annum                     $       62,656,000
             Class D                      7.0830% per annum                     $       16,488,000
             Class E                      7.2900% per annum                     $       13,191,000
             Class F                      7.2900% per annum                     $       19,786,000
             Class G                      7.2900% per annum                     $       16,489,000
             Class H                      6.3660% per annum                     $       23,084,000
             Class J                      6.3660% per annum                     $       14,840,000
             Class K                      6.3660% per annum                     $       11,541,000
             Class L                      6.3660% per annum                     $        9,894,000
             Class M                      6.3660% per annum                     $       13,190,000
             Class N                      6.3660% per annum                     $        6,596,000
             Class P                      6.3660% per annum                     $        3,298,000
             Class Q                      6.3660% per annum                     $       13,190,829
             Class X                         Variable(1)                              (2)
</TABLE>

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

     (1) Calculated in accordance with the definition of "Pass-Through Rate".

     (2) The Class X Certificates will not have a Class Principal Balance and
         will not entitle their Holders to receive distributions of principal.
         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'
         Components from time to time. The aggregate of such Component Notional
         Amounts shall be deemed to be the Class Notional Amount of the Class X
         Certificates.

     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 $1,319,080,829. The initial aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests, the initial
aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and
the initial aggregate Class Principal Balance of the respective Classes of
Regular Interest Certificates (other than the Class X Certificates) will in each
case be $1,319,080,829.

     There exists a mortgage loan, in the unpaid principal amount of $18,201,882
(the "Westfield Shoppingtown Meriden Companion Loan"), that is not part of the
Trust Fund and that is secured by the same Mortgage as a Mortgage Loan that is
part of the Trust Fund. This Mortgage Loan is identified herein as the
"Westfield Shoppingtown Meriden Mortgage Loan".

     The Westfield Shoppingtown Meriden Companion Loan is currently held by
LaSalle Bank National Association, in its capacity as trustee for the registered
holders of the Westfield

                                      -3-
<PAGE>

Shoppingtown Meriden Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2A (in such capacity, the "Westfield Shoppingtown
Meriden Trustee").

     As and to the extent provided herein, the Westfield Shoppingtown Meriden
Companion Loan will be serviced and administered in accordance with this
Agreement.

     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
agree 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.

     "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 the Class X Certificates for any Interest Accrual Period, the
aggregate amount of Accrued Component Interest for all of such Class' Components
for such Interest Accrual Period.

     "Accrued Component Interest" shall mean the interest accrued from time to
time with respect to any Component of the Class X 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 Component for such
Interest Accrual Period, multiplied by (ii) the Component Notional Amount of
such 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.

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

     "Additional Interest" shall mean, with respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal balance of
such ARD 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 Loan, be deferred until the entire
outstanding principal balance thereof has been paid). For purposes of this
Agreement, Additional Interest on an ARD Loan or any successor REO Loan 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 Loan or
any successor REO Loan, 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,

                                      -5-
<PAGE>

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
Loan in accordance with the related loan documents).

     "Additional Interest Rate" shall mean, with respect to any ARD 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 experienced 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 Mortgage Loan (or any successor REO Mortgage Loan) that accrues interest on
an Actual/360 Basis, for any Interest Accrual Period, an amount of interest
equal to the product of (x) the Mortgage Rate in effect for such Mortgage Loan
as of the Closing Date (without regard to any modifications, extensions, waivers
or amendments of such Mortgage Loan subsequent to the Closing Date, multiplied
by (y) 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 (z) the
Stated Principal Balance of such Mortgage Loan (or successor REO Mortgage Loan)
immediately prior to the Distribution Date that corresponds to such Interest
Accrual Period; provided that if the subject Interest Accrual Period begins
during (i) December of 2001 or December of any year thereafter that does not
immediately precede a leap year or (ii) January of 2002 or January of any year
thereafter, then the amount calculated with respect to such Mortgage Loan (or
successor REO Mortgage Loan) for such Interest Accrual Period without regard to
this proviso shall be decreased by the Interest Reserve Amount, if any,
transferred from the Collection Account to the Interest Reserve Account in the
calendar month in which such Interest Accrual Period ends, in accordance with
Section 3.04(c), with respect to such Mortgage Loan (or successor REO Mortgage
Loan); and provided, further, that if the subject Interest Accrual Period begins
during February of 2002 or February of any year thereafter, then the amount
calculated with respect to such Mortgage Loan (or successor REO Mortgage Loan)
for such Interest Accrual Period without regard to this proviso shall be
increased by the Interest Reserve Amount(s), if any, transferred from the
Interest Reserve Account to the Collection Account in the calendar month in
which such Interest Accrual Period ends, in accordance with Section 3.05(c),
with respect to such Mortgage Loan (or successor REO Mortgage Loan).

     "Administrative Cost Rate" shall mean, with respect to each Mortgage Loan
(or successor REO Mortgage Loan), 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.

     "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 (or, for so long as the Westfield Shoppingtown Meriden Companion
Loan is serviced and administered hereunder,

                                      -6-
<PAGE>

with respect to any class of securities backed by such Loan), as of any date of
determination, the qualification, downgrade or withdrawal of any rating then
assigned to such Class of Certificates (or class of securities backed by the
Westfield Shoppingtown Meriden Companion Loan) by either Rating Agency.

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

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

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

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

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

     "Anticipated Repayment Date" shall mean, with respect to any ARD Loan, the
date specified in the related Mortgage Note after which the Mortgage Rate for
such ARD 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 as of each Determination Date for so long
as the subject Mortgage Loan (or any successor REO Loan) or Loan Pair
constitutes a Required Appraisal Loan, beginning with the Determination Date
immediately following the later of the date on which the subject Mortgage Loan
or Loan Pair became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained) equal to the excess, if any, of: (a)
the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid
interest on such Required Appraisal Loan through the most recent Due Date prior
to the date of calculation (exclusive of any portion thereof that represents
Additional Interest and/or Default Interest), (iii) all accrued and unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such
Required Appraisal Loan, (iv) all related unreimbursed Advances made by or on
behalf of (plus all accrued interest on such Advances payable to) the Master
Servicer, the Special Servicer, the Trustee and/or the Fiscal Agent with respect
to such Required Appraisal Loan, (v) any other unpaid Additional Trust Fund
Expenses in respect of such Required Appraisal Loan, and (vi) all currently due
and unpaid real estate taxes and assessments, insurance premiums and, if
applicable, ground rents, and any unfunded improvement or other applicable
reserves, in respect of the related Mortgaged Property (in each case, net of any
amounts escrowed for such items); over (b) the Required Appraisal Value.

                                      -7-
<PAGE>

     Notwithstanding the foregoing, if (i) any Mortgage Loan or Loan Pair
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 or Loan Pair 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 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 or Loan Pair 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 or Loan Pair 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 a Mortgaged Property with an allocated
loan amount of, or securing a Loan 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 Loan" shall mean any Loan (or successor REO Loan) that provides that
if the unamortized principal balance thereof is not repaid on its Anticipated
Repayment Date, such Loan (or successor REO 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.

     "ARD Mortgage Loan" shall mean any Mortgage Loan that is an ARD 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
Loan.

     "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon Loan
delinquent in respect of its Balloon Payment, for each Due Date coinciding with
or following its Stated Maturity Date as of which such Loan remains outstanding
and part of the Trust Fund (or, in the case of the Westfield Shoppingtown
Meriden Companion Loan, as of each such Due Date as of which the Westfield
Shoppingtown Meriden Mortgage Loan remains outstanding and part of the Trust
Fund) (provided that such 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 Loan on such Due
Date equal to the amount that would have been due in respect thereof on such Due
Date if

                                      -8-
<PAGE>

such 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 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 Loan described in clause (a)
of this definition, the Assumed Monthly Payment) that was due (or deemed due) in
respect of the related Loan on the last Due Date prior to its becoming an REO
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 as of the close
of business on the immediately preceding Determination Date 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, the Trustee and/or the Fiscal Agent for distribution on the
Certificates on such Distribution Date pursuant to Section 4.03 and, in the case
of the Westfield Shoppingtown Meriden Mortgage Loan, Section 4.03A, (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 2002 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 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) collected 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),
(iii), (iv) and/or (v) of Section 3.05(b), (iii) Prepayment Premiums, Yield
Maintenance Charges and/or Additional Interest, (iv) if such Distribution Date
occurs during January of 2002 or January of any year thereafter that is not a
leap year or during February of 2002 or February of any year thereafter, the
Interest Reserve Amounts with respect to the Interest Reserve 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 (v) any amounts deposited in the Collection
Account in error.

     "Balloon Loan" shall mean any 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.

                                      -9-
<PAGE>

     "Balloon Mortgage Loan" shall mean any Mortgage Loan that is a Balloon
Loan.

     "Balloon Payment" shall mean, with respect to any Balloon Loan as of any
date of determination, the payment, other than any regularly scheduled monthly
payment, due with respect to such 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, including any Rule 144A/IAI Global Certificate
in respect of the Class X, Class E, Class F, Class G, Class H, Class J or Class
K Certificates and any Regulation S Permanent Global Certificate or Regulation S
Temporary Global Certificate in respect of the Class H, Class J and Class K
Certificates.

     "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.

     "Carrier Towne Crossing II Mortgage Loan" shall mean the Mortgage Loan
identified on the Mortgage Loan Schedule by mortgage loan number 109 and as
being secured by the Mortgaged Property identified as Carrier Towne Crossing II.

     "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
2001-C2, Commercial Mortgage Pass-Through Certificates, Series 2001-C2, 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

                                      -10-
<PAGE>

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 Class X
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 X Certificates, multiplied by (b) the amount specified on the face of such
Certificate as the initial Certificate Notional Amount thereof.

     "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 (excluding the CMSA Operating
Statement Analysis Report and the CMSA NOI Adjustment Worksheet).

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

                                      -11-
<PAGE>

     "Class A Certificates" shall mean the Class A-1 and Class A-2 Certificates.

     "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 Principal Distribution Cross-Over Date" shall mean the first
Distribution Date as of the commencement of which (i) the Class A-1 and Class
A-2 Certificates 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 and Class Q
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-4
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-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

     "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-4
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.

                                      -12-
<PAGE>

     "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, as of any date of determination, the
then aggregate of the Component Notional Amounts of all the Components of the
Class X Certificates.

     "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-4
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 such
Class of Certificates shall equal the Original Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each such Class of
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).

     "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-4
attached hereto, and evidencing (i) a portion of a class of "regular interests"
in REMIC III for purposes of the REMIC Provisions and (ii) a pro rata (as among
the other Certificates of such Class) undivided interest in the portion of the
Grantor Trust Assets.

     "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-5 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-5 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-5 attached hereto, and evidencing a portion of the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions.

                                      -13-
<PAGE>


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

     "Clearstream" shall mean Clearstream Banking, Societe Anonyme or any
successor.

     "Closing Date" shall mean May 24, 2001.

     "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 recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Trustee.

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

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

                                      -14-
<PAGE>

among other things, (a) the occupancy and debt service coverage ratio for each
Mortgage Loan and Loan Pair or the related Mortgaged Property, as applicable, as
of the date of the latest financial information received preceding the
preparation of such report, and (b) the revenue and net operating income or net
cash flow for each of the following periods (to the extent such information is
available): (i) the most current available year to date; (ii) each of the
previous two fiscal years; and (iii) the "base year" (representing the original
analysis of information used as of the Cut-off Date).

     "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
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Delinquent Loan Status
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and in
any event, including, among other things, each Loan which, as of the close of
business on the Determination Date occurring prior to the delivery of such
report, was (1) delinquent 30-59 days, (2) delinquent 60-89 days, (3) delinquent
90 days or more, (4) current but specially serviced or (5) in foreclosure but
not yet REO Property, and which report shall, as the Master Servicer or the
Special Servicer deem advisable in their respective discretions (exercised in
accordance with the Servicing Standard), include such additional commentary in
respect of each such Loan, such as whether the related Mortgagor has filed for
bankruptcy or similar protection.

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

     "CMSA Historical Liquidation Report" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Historical Liquidation Report" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Liquidation Report" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, and in any event, setting forth
with respect to the Loans, among other things, as of the close of business on
the Determination Date immediately preceding the preparation of such report: (i)
the aggregate amount of Liquidation Proceeds and Liquidation Expenses relating
to each Final Recovery Determination made, both during the Collection Period
ending on such Determination Date and historically, and (ii) the amount of
Realized Losses occurring during such Collection Period and historically, set
forth on a loan-by-loan basis.

                                      -15-
<PAGE>

     "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 recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Historical Loan Modification
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and in
any event, setting forth, among other things, those Loans which, as of the close
of business on the Determination Date immediately preceding the preparation of
such report, have been modified pursuant to this Agreement (i) during the
Collection Period ending on such Determination Date and (ii) since the Cut-off
Date, showing the original and the revised terms thereof.

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

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

     "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the Master
Servicer with respect to all the Loans other than Specially Serviced Loans and
REO Loans, and by the Special Servicer with respect to Specially Serviced Loans
and REO Loans, a report substantially in the form of, and containing the
information called for in, the downloadable form of the "NOI Adjustment


                                      -16-
<PAGE>

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 recommended by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
is acceptable to the Master Servicer or the Special Servicer, as applicable, and
in any event, presenting the computations made in accordance with the
methodology described in such form to "normalize" the full year-end net
operating income or net cash flow and debt service coverage numbers used in the
other reports required by this Agreement.

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

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

     "CMSA 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 recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Servicer Watch List" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or Special Servicer, as
applicable, and in any event, identifying as of the Determination Date
immediately preceding the delivery of such report each Loan that is not a
Specially Serviced 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 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 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

                                      -17-
<PAGE>

proceedings, or (xii) in respect of which an inspection carried out pursuant to
Section 3.12(a) revealed a problem reasonably expected to adversely affect the
cash flow of the related Mortgaged Property.

     "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 recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, and in any event, setting forth, among other things,
(i) the Acquisition Date of such REO Property and (ii) the value of the REO
Property based on the most recent appraisal or other valuation thereof available
to the Special Servicer as of such Determination Date (including any valuation
prepared internally by the Special Servicer), with respect to each REO Property
that was included in the Trust Fund as of the close of business on the
Determination Date immediately preceding the preparation of such report.

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

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

     "Collection Account" shall mean the segregated account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b), which shall be
entitled "LaSalle Bank National Association [OR NAME OF ANY SUCCESSOR TRUSTEE],
as Trustee, in trust for the registered holders of LB-UBS Commercial Mortgage
Trust 2001-C2, Commercial Mortgage Pass-Through Certificates, Series 2001-C2".

     "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" shall mean any of the following sixteen components of the Class
X Certificates: Component X-A-1, Component X-A-2, Component X-B, Component X-C,
Component X-D, Component X-E, Component X-F, Component X-G, Component X-H,
Component X-J, Component X-K, Component X-L, Component X-M, Component X-N,
Component X-P and Component X-Q each constituting a separate "regular interest"
in REMIC III for purposes of the REMIC Provisions. Such Components are
collectively evidenced by the Class X Certificates.

                                      -18-
<PAGE>

     "Component X-A-1" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest A-1 outstanding from time to time.

     "Component X-A-2" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest A-2 outstanding from time to time.

     "Component X-B" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest B outstanding from time to time.

     "Component X-C" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest C outstanding from time to time.

     "Component X-D" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest D outstanding from time to time.

     "Component X-E" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest E outstanding from time to time.

     "Component X-F" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest F outstanding from time to time.

     "Component X-G" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest G outstanding from time to time.

     "Component X-H" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest H outstanding from time to time.

     "Component X-J" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest J outstanding from time to time.

     "Component X-K" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest K outstanding from time to time.

     "Component X-L" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest L outstanding from time to time.

                                      -19-
<PAGE>

     "Component X-M" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest M outstanding from time to time.

     "Component X-N" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest N outstanding from time to time.

     "Component X-P" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest P outstanding from time to time.

     "Component X-Q" shall mean the component of the Class X Certificates that
has a Component Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest Q outstanding from time to time.

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

     "Controlling Class" shall mean, as of any date of determination, the
outstanding Class of Principal Balance Certificates that (a) bears the latest
alphabetical 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 alphabetical Class
designation that has a Certificate Principal Balance greater than zero; and
provided, further, that, for purposes of determining the Controlling Class, the
Class A-1 and Class A-2 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.

     "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 2001-C2.

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

                                      -20-
<PAGE>

     "Corrected Mortgage Loan" shall mean any Mortgage Loan that is a Corrected
Loan.

     "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 alphabetical and, if applicable, numerical designation that is the same
as the alphabetical and, if applicable, numerical Class designation for such
Class of Principal Balance Certificates; and (b) with respect to any Component
of the Class X Certificates, the REMIC II Regular Interest that has an
alphabetical and, if applicable, numerical designation that, when preceded by
"X-", is the same as the alphabetical and, if applicable, numerical designation
for such Component of the Class X Certificates.

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

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

     "Custodial Account" shall mean any of the Pool Custodial Account or the
Westfield Shoppingtown Meriden 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 May 11, 2001.

     "Cut-off Date Balance" shall mean, with respect to any Loan, the
outstanding principal balance of such 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, in respect of any Loan or
REO Loan.

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

     "Defaulted Mortgage Loan" shall mean a Specially Serviced Mortgage Loan (i)
that is delinquent in an amount equal to at least two Monthly Payments (not
including the Balloon Payment) or is delinquent 30 days or more in respect of
its Balloon Payment, in either case such delinquency to be determined without
giving effect to any grace period permitted by the related Mortgage or Mortgage
Note and without regard to any acceleration of payments under the related
Mortgage and Mortgage Note, or (ii) as to which the Master Servicer or the
Special Servicer has, by written notice to the related Mortgagor, accelerated
the maturity of the indebtedness evidenced by the related Mortgage Note;

                                      -21-
<PAGE>

provided that "Defaulted Mortgage Loan" shall, in no event, mean the Westfield
Shoppingtown Meriden Companion Loan.

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

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

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

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

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

     "Depositor" shall mean SASCO.

     "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 June 2001.

     "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 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)

                                      -22-
<PAGE>

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 or Yield
Maintenance Charge received thereon or 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
for such prepaid Mortgage Loan or REO Mortgage Loan, as published in Federal
Reserve Statistical Release H.15 (519) published by the Federal Reserve Board;
provided that if there are two such U.S. Treasury issues (a) with the same
coupon, the issue with the lower yield shall apply, and (b) with maturity dates
equally close to the maturity date for such prepaid Mortgage Loan or REO
Mortgage Loan, the issue with the earliest maturity date shall apply.

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

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

                                      -23-
<PAGE>

     "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 the product of (i) the Net Aggregate Prepayment Interest
Shortfall for such Distribution Date, multiplied by (ii) a fraction, the
numerator of which is the amount of Accrued Certificate Interest in respect of
such Class of Certificates for the related Interest Accrual Period, and the
denominator of which is the aggregate amount of Accrued Certificate Interest in
respect of all the Classes of Regular Interest Certificates for the related
Interest Accrual Period.

     "Distributable Component Interest" shall mean, with respect to any
Component of the Class X Certificates for any Distribution Date, an amount of
interest equal to the amount of Accrued Component Interest in respect of such
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 the Class X
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 Component for the related
Interest Accrual Period, and the denominator of which is the amount of the
Accrued Certificate Interest in respect of the Class X Certificates for the
related Interest Accrual Period.

     "Distribution Date" shall mean the date each month, commencing in June
2001, 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 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 Loan is scheduled to be first due;
(ii) with respect to any 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 Loan had been scheduled to be first due; and (iii) with respect to any REO
Loan, the day of the month set forth in the related Mortgage Note on which each
Monthly Payment on the related Loan had been scheduled to be first due.

     "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 "Aa3" by
Moody's (if then rated by Moody's, and if not then rated by Moody's, then an
equivalent rating by at least one nationally recognized statistical rating
agency besides Fitch) and "A+" by Fitch (if then rated by Fitch, and if not then
rated by Fitch, then an equivalent rating by at least one nationally recognized
statistical rating agency besides Moody's) (or, in the case of either Rating
Agency, so long as the account does not relate solely to the Westfield
Shoppingtown Meriden Loan Pair, such lower rating as will not result in an
Adverse Rating Event, 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 "P-1" by Moody's (if then
rated by Moody's, and if


                                      -24-
<PAGE>


not then rated by Moody's, then an equivalent rating by at least one nationally
recognized statistical rating agency besides Fitch) and "F-1" by Fitch (if then
rated by Fitch, and if not then rated by Fitch, then an equivalent rating by at
least one nationally recognized statistical rating agency besides Moody's) (or,
in the case of either Rating Agency, so long as the account does not relate
solely to the Westfield Shoppingtown Meriden Loan Pair, such lower rating as
will not result in an Adverse Rating Event, 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 a federal or state chartered depository institution or trust company acting
in its fiduciary capacity, 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 ss.9.10(b); or (iii) so long as the account does
not relate solely to the Westfield Shoppingtown Meriden Loan Pair, any other
account, the use of which would not, in and of itself, cause an Adverse Rating
Event, as confirmed 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.

     "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 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 Loan in full.

     "Excess Liquidation Proceeds Account" shall mean the segregated 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 2001-C2, Commercial
Mortgage Pass-Through Certificates, Series 2001-C2".

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

     "Excluded Classes" shall mean, collectively, the Class H Certificates, the
Class J Certificates, the Class K Certificates, the Class L Certificates, the
Class M Certificates, the Class N Certificates, the Class P Certificates and the
Class Q Certificates.

                                      -25-
<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 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
Certificates.

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

     "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 Loan or REO Property (other than a Loan that was
paid in full, and other than a Loan or REO Property, as the case may be, that
was purchased by the Depositor pursuant to Section 2.03(a), by the UBS Mortgage
Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, by a
Controlling Class Certificateholder pursuant to Section 3.18(b), by the Master
Servicer or the Special Servicer pursuant to Section 3.18(c) or by the
Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01 or that was
otherwise acquired in exchange for all the Certificates pursuant to Section
9.01, and other than the Westfield Shoppingtown Meriden Mortgage Loan if
purchased by or through the Westfield Shoppingtown Meriden Companion Loan
Noteholder pursuant to the Westfield Shoppingtown Meriden Co-Lender and
Servicing Agreement) that there has been a recovery of all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries that the Special Servicer
has determined, in accordance with the Servicing Standard, will be ultimately
recoverable.

     "First Union" shall mean First Union National Bank or its successor in
interest.

     "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.

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

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

                                      -26-
<PAGE>

     "Government Securities" shall mean "Government Securities" as defined in
Section 2(a)(16) of the Investment Company Act of 1940.

     "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 collected 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) creating such leasehold interest.

     "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, 207
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, the Westfield Shoppingtown Meriden Companion Loan Noteholder
and any and all Affiliates thereof, (ii) does not have any direct financial
interest in or any material indirect financial interest in any of the Depositor,
either Mortgage Loan Seller, the Master Servicer, the Special Servicer, any
Controlling Class Certificateholder, the Westfield Shoppingtown Meriden
Companion Loan Noteholder or any Affiliate thereof, and (iii) is not connected
with the Depositor, either Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Controlling Class Certificateholder, the Westfield
Shoppingtown Meriden Companion Loan Noteholder 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, the Westfield
Shoppingtown Meriden Companion Loan Noteholder 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, the
Westfield Shoppingtown Meriden Companion Loan Noteholder or any Affiliate
thereof, as the case may be.

     "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

                                      -27-
<PAGE>

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

     "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of the Code if REMIC I 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 (and, if the Westfield Shoppingtown Meriden Loan Pair is affected, to
the Westfield Shoppingtown Meriden Companion Loan Noteholder)), 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 (and, if the Westfield
Shoppingtown Meriden Loan Pair is affected, the Westfield Shoppingtown Meriden
Companion Loan Noteholder) 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, 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 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" 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.

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

     "Interest Accrual Basis" shall mean the basis on which interest accrues in
respect of any Loan, any REMIC I Regular Interest, any REMIC II Regular
Interest, any Class of Regular Interest Certificates or any particular Component
of the Class X 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).

                                      -28-
<PAGE>

     "Interest Accrual Period" shall mean, with respect to any REMIC I Regular
Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular Component of the Class X 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 Reserve Account" shall mean the segregated account or sub-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 2001-C2, Commercial Mortgage
Pass-Through Certificates, Series 2001-C2".

     "Interest Reserve Amount" shall mean, with respect to any Interest Reserve
Mortgage Loan, for any Distribution Date that occurs during February of 2002 or
February of any year thereafter or during January of 2002 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 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 occurs (but prior to the application of any amounts due
on such Due Date), to the extent that a Monthly Payment is received in respect
thereof for such Due Date as of the related Determination Date or a P&I Advance
is made in respect thereof for such Due Date on the related P&I Advance Date.

     "Interest Reserve Mortgage Loan" shall mean any Mortgage Loan (or successor
REO Mortgage Loan) that accrues interest on an Actual/360 Basis.

     "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 Loan, all amounts
received thereon during any Collection Period, whether as payments, Insurance
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 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 Loan, all amounts received in connection with the
related REO Property during any Collection Period, whether as Insurance
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 Loan, or the principal and/or interest portions

                                      -29-
<PAGE>

of an Assumed Monthly Payment in respect of such REO Loan, due or deemed due on
a Due Date in a previous Collection Period and not previously recovered.

     "Lehman/Depositor Mortgage Loan Purchase Agreement" shall mean that certain
Mortgage Loan Purchase Agreement dated as of May 14, 2001, between the Lehman
Mortgage Loan Seller and the Depositor.

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

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

     "Legal Final Distribution Date" shall mean, with respect to any REMIC I
Regular Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular Component of the Class X 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.

     "Liquidation Event" shall mean: (a) with respect to any Loan, any of the
following events-- (i) such Loan is paid in full, (ii) a Final Recovery
Determination is made with respect to such Loan, (iii) such Loan is repurchased
by the Depositor pursuant to Section 2.03(a) or by the UBS Mortgage Loan Seller
pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, (iv) such Loan
is purchased by a Controlling Class Certificateholder pursuant to Section
3.18(b), by the Master Servicer or the Special Servicer pursuant to Section
3.18(c), or by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01, (v) such Loan is acquired in exchange for all of the Certificates pursuant
to Section 9.01, or (vi) in the case of the Westfield Shoppingtown Meriden
Mortgage Loan, such Loan is purchased by or through the Westfield Shoppingtown
Meriden Companion Loan Noteholder pursuant to the Westfield Shoppingtown Meriden
Co-Lender and Servicing Agreement; and (b) with respect to any REO Property (and
the related REO Loan), any of the following events -- (i) a Final Recovery
Determination is made with respect to such REO Property, (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, or (iii) such REO Property is acquired in exchange for all of the
Certificates 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
Loan or REO Property pursuant to Sections 3.09 or 3.18 (including legal fees and
expenses, committee or referee fees and, if applicable, brokerage commissions
and conveyance taxes).

     "Liquidation Fee" shall mean, with respect to each Specially Serviced Loan
or REO Property (other than any Specially Serviced Loan or REO Property that is
(i) repurchased by the Depositor pursuant to Section 2.03(a) or by the UBS
Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, (ii) purchased by a Controlling Class

                                      -30-
<PAGE>

Certificateholder pursuant to Section 3.18(b), (iii) purchased by the Master
Servicer or the Special Servicer pursuant to Section 3.18(c), (iv) purchased by
the Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01), (v) acquired
in exchange for all of the Certificates pursuant to Section 9.01 or (vi)
purchased by or through the Westfield Shoppingtown Meriden Companion Loan
Noteholder pursuant to the Westfield Shoppingtown Meriden Co-Lender and
Servicing Agreement), the fee designated as such and payable to the Special
Servicer pursuant to Section 3.11(c).

     "Liquidation Fee Rate shall mean, with respect to each Specially Serviced
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 and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) 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; (ii) the full or
partial liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted 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; (iii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iv) the
purchase of a Defaulted Mortgage Loan by a Controlling Class Certificateholder
pursuant to Section 3.18(b) or by the Master Servicer or the Special Servicer
pursuant to Section 3.18(c) or any other sale thereof pursuant to Section
3.18(d); (v) the repurchase of a Mortgage Loan by the Depositor pursuant to
Section 2.03(a) or by the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement; (vi) 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; (vii)
the acquisition of a Mortgage Loan or REO Property in exchange for all the
Certificates pursuant to Section 9.01; or (viii) in the case of the Westfield
Shoppingtown Meriden Mortgage Loan, the purchase of such Mortgage Loan by or
through the Westfield Shoppingtown Meriden Companion Loan Noteholder pursuant to
the Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement. Except for
purposes of Section 3.11(c), "Liquidation Proceeds" shall also include any
amounts transferred from the Special Reserve Account to the Pool Custodial
Account pursuant to Section 2.03(e).

     "Loan" shall mean the Westfield Shoppingtown Meriden Loan Pair or any
Mortgage Loan.

     "Loan Pair" shall mean the Westfield Shoppingtown Meriden Loan Pair.

     "Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit X attached hereto, and
setting forth for each Loan as to which written notice of anticipated payoff has
been received 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).

                                      -31-
<PAGE>

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

     "Master Servicer" shall mean First Union, 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
REO Properties that (A) were received 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 Pool 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 Pool Custodial Account from the Pool 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) collected 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 Pool 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 Pool Custodial Account in error.

     "Master Servicer Remittance Date" shall mean the date each month,
commencing in June 2001, on which, among other things, the Master Servicer is to
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 Loan and REO Loan,
the fee payable to the Master Servicer pursuant to Section 3.11(a).

     "Master Servicing Fee Rate" shall mean: (a) with respect to each Mortgage
Loan (or successor REO Mortgage Loan), a rate per annum equal to the related
Administrative Cost Rate minus the Trustee Fee Rate; and (b) with respect to the
Westfield Shoppingtown Meriden Companion Loan (or successor REO Loan), 0.10 %
per annum.

     "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 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 Loan);

     (b) except as expressly contemplated by the related loan documents, results
in a release of the lien of the related Mortgage on any material portion of the
related Mortgaged Property without a corresponding Principal Prepayment in an
amount, or the delivery of substitute real property collateral with a fair
market value (as is), that is not less than the fair market value (as is) of the
property

                                      -32-
<PAGE>

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 Loan or materially reduces
the likelihood of timely payment of amounts due thereon.

     "Monthly Payment" shall mean, with respect to any Loan, as of any Due Date,
the scheduled monthly debt service payment (or, in the case of an ARD Loan after
its Anticipated Repayment Date, the monthly debt service payment required to be
paid on a current basis) on such 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 Master Servicer or
the Special Servicer pursuant to Section 3.20), including any Balloon Payment
payable in respect of such Loan on such Due Date; provided that the Monthly
Payment due in respect of any Loan shall not include Default Interest; and
provided, further, that the Monthly Payment due in respect of any ARD 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 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 and the Loan
Pair, the following documents collectively (which, in the case of the Loan Pair
are (except in clause (i) of this definition), identified by reference to the
Westfield Shoppingtown Meriden Mortgage Loan):

         (i) (A) 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 2001-C2, Commercial
     Mortgage Pass-Through Certificates, Series 2001-C2" 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, and (B) in the case of the Westfield Shoppingtown Meriden Mortgage
     Loan, a copy of the executed Mortgage Note for the Westfield Shoppingtown
     Meriden Companion Loan;

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

                                      -33-
<PAGE>

         (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 2001-C2, Commercial Mortgage Pass-Through
     Certificates, Series 2001-C2", and, in the case of the Westfield
     Shoppingtown Meriden Loan Pair, in its capacity as lead lender on behalf of
     the Westfield Shoppingtown Meriden Companion Loan Noteholder (or, in each
     case, a copy thereof, certified to be the copy of such assignment submitted
     for recording);

         (v) an original 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 2001-C2,
     Commercial Mortgage Pass-Through Certificates, Series 2001-C2", and, in the
     case of the Westfield Shoppingtown Meriden Loan Pair, in its capacity as
     lead lender on behalf of the Westfield Shoppingtown Meriden Companion Loan
     Noteholder;

         (vi) originals or copies of any written modification agreements in
     those instances where the terms or provisions of the Mortgage or Mortgage
     Note have been modified, 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) any 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 UCC-2 or
     UCC-3 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 2001-C2,
     Commercial Mortgage Pass-Through Certificates, Series 2001-C2", and, in the
     case of the Westfield Shoppingtown Meriden Loan Pair, in its capacity as
     lead lender on behalf of the Westfield Shoppingtown Meriden Companion Loan
     Noteholder;

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

         (x) an original or copy of any loan agreement;

                                      -34-
<PAGE>

         (xi) an original of any guaranty of payment under such Mortgage Loan;

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

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

         (xiv) an original or copy of any 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 any 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 2001-C2, Commercial Mortgage
     Pass-Through Certificates, Series 2001-C2", and, in the case of the
     Westfield Shoppingtown Meriden Loan Pair, in its capacity as lead lender on
     behalf of the Westfield Shoppingtown Meriden Companion Loan Noteholder; and

         (xvi) the original of any existing letters of credit relating to such
     Mortgage Loan;

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 (xvi) 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.

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

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

         (i) the Mortgage Loan number;

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

                                      -35-
<PAGE>

         (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) the Stated
     Maturity Date;

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

         (viii) the Interest Accrual Basis;

         (ix) (A) the Administrative Cost Rate and (B) the 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; and

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

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

     "Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Mortgagor under a 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
Loans, collectively. The Mortgage Pool does not include the Westfield
Shoppingtown Meriden Companion Loan or any REO Loan related thereto.

     "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
Loans as of the end of the related Collection Period, which report shall contain
substantially the categories of information regarding the Loans set forth on
Annexes A-1 and A-2 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


                                      -36-
<PAGE>

date, gross interest portion of the Monthly Payment, principal portion of the
Monthly Payment, and any Prepayment Premium or Yield Maintenance Charge
received.

     "Mortgage Rate" shall mean, with respect to each Loan (and any successor
REO Loan), the related annualized rate at which interest is scheduled (in the
absence of a default) to accrue on such 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 the
Westfield Shoppingtown Meriden Companion Loan, the related annualized rate
referred to in the preceding sentence is the weighted average of the annualized
rates at which interest is scheduled (in the absence of default) to accrue on
the respective components of such Loan. In the case of each ARD 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 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 Loan.

     "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 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
3.26(a).

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

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

                                      -37-
<PAGE>

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 Loan or REO
Property, over the amount of all Liquidation Expenses incurred with respect
thereto.

     "Net Mortgage Rate" shall mean, with respect to any Mortgage Loan, as of
any date of determination, a rate per annum equal to the then related Mortgage
Rate minus the sum of the Trustee Fee Rate, the related Master Servicing Fee
Rate and, in the case of an ARD Loan after its Anticipated Repayment Date, the
related Additional Interest Rate.

     "Net Prepayment Consideration" shall mean the Prepayment Consideration
received with respect to any Mortgage Loan or REO 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 and, in the case of the Westfield Shoppingtown
Meriden Loan Pair, the Westfield Shoppingtown Meriden Companion Loan Noteholder.

     "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 Loan or REO 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 or Liquidation Proceeds, or any other recovery
on or in respect of such Loan or REO Loan, as the case may be.

     "Nonrecoverable Servicing Advance" shall mean any Servicing Advance
previously made or proposed to be made in respect of a 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, Liquidation Proceeds, or any other recovery on or in respect of such
Loan or REO Property, as the case may be.

     "Non-Registered Certificate" shall mean any Certificate that has not been
the subject of registration under the Securities Act. As of the Closing Date,
the Class X, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class P, Class Q, Class R-I, Class R-II and Class R-III
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

                                      -38-
<PAGE>

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 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 the Class X
Certificates, the initial Class Notional Amount thereof as of the Closing Date,
which is equal to $1,319,080,829.

     "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.

     "ORIX" shall mean ORIX Real Estate Capital Markets LLC or its successor in
interest.

     "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 Loan or REO Loan, any advance made by
the Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.03 or
Section 4.03A, as applicable.

     "P&I Advance Date" shall mean the date each month, commencing in June 2001,
on which, among other things, the Master Servicer is required to make P&I
Advances, which date shall be the Business Day immediately preceding each
Distribution Date.

     "Pass-Through Rate" shall mean:

     (a) with respect to the Class A-1 Certificates for any Interest Accrual
Period, 6.270% per annum;

     (b) with respect to the Class A-2 Certificates for any Interest Accrual
Period, 6.653% per annum;

     (c) with respect to the Class B Certificates for any Interest Accrual
Period, 6.7990% per annum;

     (d) with respect to the Class C Certificates for any Interest Accrual
Period, 6.975% per annum;

     (e) with respect to the Class D Certificates for any Interest Accrual
Period, 7.083% per annum;


                                      -39-
<PAGE>

     (f) with respect to the Class E Certificates for any Interest Accrual
Period, 7.290% per annum;

     (g) with respect to the Class F Certificates for any Interest Accrual
Period, 7.290% per annum;

     (h) with respect to the Class G Certificates for any Interest Accrual
Period, 7.290% per annum;

     (i) with respect to the Class H Certificates for any Interest Accrual
Period, 6.366% per annum;

     (j) with respect to the Class J Certificates for any Interest Accrual
Period, 6.366% per annum;

     (k) with respect to the Class K Certificates for any Interest Accrual
Period, 6.366% per annum;

     (l) with respect to the Class L Certificates for any Interest Accrual
Period, 6.366% per annum;

     (m) with respect to the Class M Certificates for any Interest Accrual
Period, 6.366% per annum;

     (n) with respect to the Class N Certificates for any Interest Accrual
Period, 6.366% per annum;

     (o) with respect to the Class P Certificates for any Interest Accrual
Period, 6.366% per annum;

     (p) with respect to the Class Q Certificates for any Interest Accrual
Period, 6.366% per annum;

     (q) with respect to each Component of the Class X Certificates for any
Interest Accrual Period, an annual rate equal to the excess, if any, of (A) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period, over
(B) the fixed Pass-Through Rate applicable to the Class of Principal Balance
Certificates whose alphabetical (and, if applicable, numerical) Class
designation, when preceded by "X-", is the same as the alphabetical (and, if
applicable, numerical) designation of such Component for such Interest Accrual
Period; and

     (r) with respect to the Class X 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 Components of such Class for such Interest Accrual Period, weighted
on the basis of the respective Component Notional Amounts of such Components
outstanding immediately prior to the related Distribution Date.

     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.

                                      -40-
<PAGE>

     "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 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.

     "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 Moody's (if then rated by Moody's, and if not
     then rated by Moody's, then an equivalent rating by at least one additional
     nationally recognized statistical rating agency besides Fitch) and Fitch
     (if then rated by Fitch, and if not then rated by Fitch, then an equivalent
     rating by at least one nationally recognized statistical rating agency
     besides Moody's) (or, in the case of either Rating Agency, so long as the
     investment is not being made with funds in an account that relates solely
     to the Westfield Shoppingtown Meriden Loan Pair, such lower rating as will
     not result in an Adverse Rating Event, 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 Moody's (if then rated by Moody's,
     and if not then rated by Moody's, then an equivalent rating by at least one
     additional nationally recognized statistical rating agency besides Fitch)
     and Fitch (if then rated by Fitch, and if not then rated by Fitch, then an
     equivalent rating by at least one nationally recognized statistical rating
     agency besides Moody's) (or, in the case of either Rating Agency, so long
     as the investment is not being made with funds in an account that relates
     solely to the Westfield Shoppingtown Meriden Loan Pair, such lower rating
     as will not result in an Adverse Rating Event, 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

                                      -41-
<PAGE>

     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 Moody's (if then
     rated by Moody's, and if not then rated by Moody's, then an equivalent
     rating by at least one additional nationally recognized statistical rating
     agency besides Fitch) and Fitch (if then rated by Fitch, and if not then
     rated by Fitch, then an equivalent rating by at least one nationally
     recognized statistical rating agency besides Moody's) (or, in the case of
     either Rating Agency, so long as the investment is not being made with
     funds in an account that relates solely to the Westfield Shoppingtown
     Meriden Loan Pair, such lower rating as will not result in an Adverse
     Rating Event, as evidenced in writing by such Rating Agency). In addition,
     such commercial paper by its terms must have a predetermined fixed dollar
     amount of principal due at maturity that cannot vary or change. Interest
     may either be fixed or variable. If such interest is variable, interest
     must be tied to a single interest rate index plus a single fixed spread (if
     any), and move proportionately with that index;

         (v) units of money market funds rated in the highest applicable rating
     category of each of Moody's (if then rated by Moody's, and if not then
     rated by Moody's, then an equivalent rating by at least one additional
     nationally recognized statistical rating agency besides Fitch) and Fitch
     (if then rated by Fitch, and if not then rated by Fitch, then an equivalent
     rating by at least one nationally recognized statistical rating agency
     besides Moody's) (or, in the case of either Rating Agency, so long as the
     investment is not being made with funds in an account that relates solely
     to Westfield Shoppingtown Meriden Loan Pair, such lower rating as will not
     result in an Adverse Rating Event, 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 provided in 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

                                      -42-
<PAGE>

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, or (d) a Disqualified Partnership.

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

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

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

     "Pool 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 "First Union National Bank [OR THE NAME OF ANY SUCCESSOR MASTER
SERVICER], as Master Servicer, on behalf of LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
Pass-Through Certificates, Series 2001-C2, Pool Custodial Account".

     "Pool 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 "ORIX Real
Estate Capital Markets, LLC [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 2001-C2, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2, Pool REO Account".

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

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

     "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 or Yield
Maintenance Charge.

     "Prepayment Consideration Entitlement" shall mean, with respect to (i) any
Distribution Date on which any Net Prepayment Consideration collected on any
Mortgage Loan (or successor REO Mortgage Loan) is distributable and (ii) any
Class of Principal Balance Certificates (other than any Excluded Class) entitled
to distributions of principal on such Distribution Date, an amount equal to the


                                      -43-
<PAGE>

product of (a) such Net Prepayment Consideration, multiplied by (b) 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 (c) 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, and the denominator of
which is equal to the Principal Distribution Amount for such Distribution Date.

     "Prepayment Interest Excess" shall mean, with respect to any Loan that was
subject to a Principal Prepayment in full or in part made after its Due Date in
any Collection Period, any payment of interest (net of related Master Servicing
Fees) actually collected from the related Mortgagor 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 or Yield
Maintenance Charge that may have been collected and, in the case of an ARD Loan
after its Anticipated Repayment Date, further exclusive of any Additional
Interest).

     "Prepayment Interest Shortfall" shall mean, with respect to any Loan that
was subject to a Principal Prepayment in full or in part made prior to its Due
Date in any Collection Period, the amount of interest, to the extent not
collected from the related Mortgagor (without regard to any Prepayment Premium
or Yield Maintenance Charge that may have been collected), that would have
accrued at a rate per annum equal to the related Mortgage Rate (net of the
related Master Servicing Fee Rate and, in the case of an ARD Loan after its
Anticipated Repayment Date, further net of 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) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

     "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 NC 1075, 8739
Research Drive, URP-4, Charlotte, North Carolina 28288-1075, and the Primary
Servicing Office of the Special Servicer is located at 1717 Main Street, Dallas,
Texas 75201.

     "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, the Special Servicer and the
Westfield Shoppingtown Meriden Companion Loan Noteholder in writing of its
selection.

     "Principal Balance Certificate" shall mean any Regular Interest Certificate
(other than a Class X Certificate).

                                      -44-
<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 on 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 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 prior to the related
Collection Period;

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

     (d) the aggregate of all Liquidation Proceeds and Insurance Proceeds
received on 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 for a prior Distribution Date;

     (e) the aggregate of all Liquidation Proceeds, Insurance Proceeds and REO
Revenues received in respect of 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 for a prior Distribution Date; and

     (f) the aggregate of the principal portions of all P&I Advances made in
respect of the Mortgage Loans and any REO Mortgage Loans with respect to such
Distribution Date;

     provided that none of the amounts set forth in clauses (a) to (f) above
shall represent amounts received, due or advanced on or in respect of the
Westfield Shoppingtown Meriden Companion Loan or any successor REO Loan.

     "Principal Prepayment" shall mean any voluntary payment of principal made
by the Mortgagor on a Loan that is received in advance of its scheduled Due Date
and that is not accompanied by an amount of interest (without regard to any
Prepayment Premium or Yield Maintenance Charge 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 collectively, Prohibited
Transaction Exemption 91-14 granted to a predecessor of Lehman Brothers by the
United States Department of Labor.

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

                                      -45-
<PAGE>

     "Prospectus" shall mean the prospectus dated April 18, 2001, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

     "Prospectus Supplement" shall mean the prospectus supplement dated May 14,
2001, relating to the Registered Certificates.

     "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 Loan) as of the date of
purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the
related REO 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 Loan after
its Anticipated Repayment Date, Additional Interest), (c) all related
unreimbursed Servicing Advances, (d) all accrued and unpaid interest in respect
of related Advances in accordance with Section 3.11(g) and/or Section 4.03(d),
and (e) in the case of a purchase by the Depositor pursuant to Section 2.03(a)
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), 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; provided that, in the case of the Westfield Shoppingtown Meriden Mortgage
Loan, the Purchase Price calculated above shall be reduced by any related unpaid
Master Servicing Fees, unreimbursed Advances and, to the extent included therein
pursuant to clause (d) above, unpaid interest on Advances which, following the
subject purchase, will continue to be payable or reimbursable under the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement to the Master
Servicer and/or the Special Servicer in respect of such Mortgage Loan (which
amounts shall no longer be payable hereunder); and provided, further, that, in
the case of an REO Property that relates to the Westfield Shoppingtown Meriden
Mortgage Loan, the Purchase Price shall instead equal the greater of (x) the
fair market value of such REO Property, based on a recent appraisal meeting the
criteria for a Required Appraisal, and (y) the aggregate of the amounts
described in clauses (a), (b), (c) and, if applicable, (d) above with respect to
both REO Loans comprising the Westfield Shoppingtown Meriden Loan Pair.

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

     "Qualified Institutional Buyer" 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 Certificates, the Distribution Date in June 2020; (b) with respect to the
Class A-2 Certificates, the Distribution Date in November 2027; and (c) with
respect to the other Classes of Certificates, other than the Class Q, Class X,
Class R-I, Class R-II and Class R-III Certificates, the Distribution Date in
September 2034.

     "Rating Agency" shall mean each of Moody's and Fitch.

                                      -46-
<PAGE>

     "Realized Loss" shall mean: (1) with respect to each Loan as to which a
Final Recovery Determination has been made, or with respect to any successor REO
Loan as to which a Final Recovery Determination has been made as to the related
REO Property, an amount (not less than zero) equal to the excess, if any, of (a)
the sum of (i) the unpaid principal balance of such Loan or REO 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 Loan or such REO 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 Loan after its
Anticipated Repayment Date, Additional Interest), over (b) all payments and
proceeds, if any, received in respect of such Loan or, to the extent allocable
to such REO 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 Loan or REO Loan; (2)
with respect to each 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 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 Loan after its
Anticipated Repayment Date, Additional Interest) so canceled; and (3) with
respect to each 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 Loan granted or agreed to by the Master Servicer or
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/Title Policy Omission" shall mean, with respect to any Mortgage
Loan, the existence of any of the following circumstances on November 24, 2002,
which remains uncured or unremedied: (a) the Mortgage File for such Mortgage
Loan does not contain each document (or a copy thereof) referenced in clause
(ii), clause (iii) or clause (iv) or, in the case of a Mortgaged Property
operated as a hospitality or healthcare property, clause (viii) of the
definition of "Mortgage File", with evidence of recording or filing, as
applicable, thereon, because an original of such document (i) was not delivered
by or on behalf of the Depositor or the UBS Mortgage Loan Seller, as the case
may be, either as a recorded document or in proper form for recording in the
appropriate public recording office, (ii) was lost, (iii) was returned
unrecorded as a result of an actual or purported defect therein or (iv) has not
been returned from the applicable public recording or filing office and there is
no evidence that the subject document was submitted for recording or filing, as
applicable; or (b) the Mortgage File for such Mortgage Loan does not contain an
original or copy of the related lender's title insurance policy or a pro forma
or specimen title insurance policy or a commitment for lender's title insurance
policy for any reason; provided that such omission, in the case of either clause
(a) or (b), would, in the reasonable, good faith judgment of the Master Servicer
(in the case of a Non-Specially Serviced Mortgage Loan) or Special Servicer (in
the case of a Specially Serviced Mortgage Loan), materially and adversely affect
the ability of the Master Servicer or the Special Servicer, as applicable, to
enforce on a prompt basis the

                                      -47-
<PAGE>

liens and security interests securing such Mortgage Loan and the priority
thereof or to collect on the related title insurance, as applicable.

     "Recording/Title Policy Omission Cash Deposit" shall mean, with respect to
any Mortgage Loan as to which there exists a Recording/Title Policy Omission as
of November 24, 2002, the cash deposit that must be delivered by the Depositor
to the Master Servicer upon the receipt of notice from the Trustee pursuant to
Section 2.03(d) hereof, in the case of a Lehman Mortgage Loan, and by the UBS
Mortgage Loan Seller to the Master Servicer upon the receipt of notice from the
Trustee pursuant the UBS/Depositor Mortgage Loan Purchase Agreement, in the case
of a UBS Mortgage Loan; provided that a Recording/Title Policy Omission Credit
may be delivered in lieu thereof.

     "Recording/Title Policy Omission Credit" shall mean, with respect to any
Mortgage Loan as to which there exists a Recording/Title Policy Omission as of
November 24, 2002, the letter of credit that must be delivered by the Depositor
to the Master Servicer upon the receipt of notice from the Trustee pursuant to
Section 2.03(d) hereof, in the case of a Lehman Mortgage Loan, and by the UBS
Mortgage Loan Seller to the Master Servicer upon the receipt of notice from the
Trustee pursuant the UBS/Depositor Mortgage Loan Purchase Agreement, in the case
of a UBS Mortgage Loan; provided that a Recording/Title Policy Omission Cash
Deposit may be delivered in lieu thereof.

     "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 B, Class C and Class D 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 Certificate" shall mean a written certification substantially
in the form set forth in Exhibit F-2E hereto certifying that a beneficial owner
of an interest in a Regulation S Global Certificate is not a United States
Securities Person.

     "Regulation S Global Certificates" shall mean the Regulation S Permanent
Global Certificate(s) together with the Regulation S Temporary Global
Certificate(s).

     "Regulation S Legend" shall mean, with respect to the Class X, Class E,
Class F, Class G, Class H, Class J and/or Class K 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 Release Date except pursuant to an exemption from the registration
requirements of the Securities Act.

     "Regulation S Permanent Global Certificate" shall mean any single permanent
global Certificate, in definitive, fully registered form without interest
coupons received in exchange for a Regulation S Temporary Global Certificate.

     "Regulation S Temporary Global Certificate" shall mean, with respect to the
Class X, Class E, Class F, Class G, Class H, Class J and/or Class K Certificates
offered and sold outside of the

                                      -48-
<PAGE>

United States in reliance on Regulation S, a single temporary global
Certificate, in definitive, fully registered form without interest coupon, which
Certificate bears a Regulation S Legend.

     "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) or
Section 4.03A(d), which rate per annum is equal to the Prime Rate.

     "Release Date" shall mean the date that is 40 days following the Closing
Date.

     "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
as from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans received after the Closing Date (other than
scheduled payments of interest and principal due on or before the Cut-off Date,
other than Additional Interest collected in respect of the ARD Mortgage Loans
after their respective Anticipated Repayment Dates and other than the assumption
and similar fees with respect to the Carrier Towne Crossing II Mortgage Loan
specified in Sections 3.08 and 3.11 hereof), together with all documents
included in the related Mortgage Files and any related Escrow Payments and
Reserve Funds; (ii) any REO Property acquired in respect of a Mortgage Loan;
(iii) such funds or assets as from time to time are deposited in the Pool
Custodial Account, the Collection Account, the Interest Reserve Account and, if
established, the Pool REO Account, exclusive of any amounts that represent
Additional Interest collected in respect of the ARD Mortgage Loans after their
respective Anticipated Repayment Dates; and (iv) the rights of the Depositor
under the UBS/Depositor Mortgage Loan Purchase Agreement; provided that REMIC I
shall not include the Westfield Shoppingtown Meriden Companion Loan or any
payments or other collections of principal, interest, Prepayment Premiums, Yield
Maintenance Charges or other amounts on such Loan.

     "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 the Net Mortgage Rate in effect for such
Mortgage Loan as of the Closing Date (without regard to any modifications,
extensions, waivers or amendments of such Mortgage Loan subsequent to the
Closing Date); 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 Mortgage Loan (or any successor REO Loan) for such Interest
Accrual Period, and the denominator of which is the Stated Principal Balance of
such Mortgage Loan (or any successor REO Loan) immediately prior to the
Distribution Date that corresponds to such Interest Accrual Period, minus (ii)
the Administrative Cost Rate for such Mortgage Loan (or any successor REO Loan).

                                      -49-
<PAGE>

     "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 2.06, with respect to which a
separate REMIC election is to be made.

     "REMIC II Regular Interest" shall mean any of the sixteen 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 2.08, with
respect to which a separate REMIC election is to be made.

     "REMIC III Certificate" shall mean any Class A-1, Class A-2, Class X, 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 or Class R-III Certificate.

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

     "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 any of the Pool REO Account and the Westfield
Shoppingtown Meriden 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(d).

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

                                      -50-
<PAGE>

     "REO Loan" shall mean the mortgage loan (or, if the Westfield Shoppingtown
Meriden Loan Pair is involved, either of the two mortgage loans) deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO
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 Loan (such terms and conditions to be
applied without regard to the default on such predecessor Loan and the
acquisition of the related REO Property as part of the Trust Fund). Each REO
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 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 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 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 Loan. Collections in respect of each REO 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 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 Loan that relates
to an ARD 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 Loan to the extent of its entire unpaid principal balance;
third, in accordance with the normal servicing practices of the Master Servicer,
as a recovery of any other amounts due and owing in respect of such REO Loan
(exclusive, however, in the case of an REO Loan that relates to an ARD 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 Loan
that relates to an ARD Loan after its Anticipated Repayment Date, as a recovery
of accrued and unpaid Additional Interest on such REO Loan; provided, however,
that if the Westfield Shoppingtown Meriden Loan Pair become REO Loans,
collections in respect of such REO Loans shall be applied to amounts due and
owing in respect of such REO Loans as provided in Section 4.01 of the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement. 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
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), 4.03(d) and
4.03A(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 Loan.

     "REO Mortgage Loan" shall mean any REO Loan that relates to a predecessor
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 and, in the
case of the Westfield Shoppingtown Meriden Mortgaged Property, also for the
benefit of the Westfield Shoppingtown Meriden Companion Loan Noteholder, as
their interests may appear, 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 Loan.

                                      -51-
<PAGE>

     "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 ss.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, in respect of which 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, either (a) a
"desktop" value estimate performed by the Special Servicer or (b) at the option
of the Special Servicer with the consent of the Controlling Class
Representative, an appraisal from an Independent Appraiser meeting the criteria
specified above in this definition.

     "Required Appraisal Loan" shall mean any Mortgage Loan or Loan Pair (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 for: (A) 30 days, or (B) if the related
Mortgagor shall have represented in writing prior to the date such Balloon
Payment was due that it was seeking a refinancing and in respect of which the
Mortgagor continued to make monthly payments equivalent to Assumed Monthly
Payments, 90 days or, if the related Mortgagor delivered a refinancing
commitment acceptable to the Special Servicer, such number of days ending on the
date (not to exceed 150 days after the date on which the Balloon Payment was
first due) on which it was determined that the refinancing could not be
reasonably expected to occur, (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 (vi)
above) shall cease to be such at such time as it has become a Corrected Loan
(except if such Required Appraisal Loan had not become a Specially Serviced 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. For purposes of this Agreement, the two Loans constituting
the Westfield Shoppingtown Meriden Loan Pair shall, upon the occurrence of any
of the events described in clauses (i) through (vii) of this definition in
respect of such Loan, be deemed to be a single "Required Appraisal Loan".

                                      -52-
<PAGE>

     "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 (A) any obligations secured by liens on such Mortgaged
Property (or REO Property) that are prior to the lien of the related Required
Appraisal Loan and (B) the estimated liquidation expenses for such Mortgaged
Property (or REO Property); plus (b) the amount of Escrow Payments and Reserve
Funds held by the Master Servicer in respect of such Required Appraisal Loan
(other than (i) Escrow Payments and Reserve Funds held in respect of any real
estate taxes and assessments, insurance premiums and, if applicable, ground
rents, (ii) Escrow Payments and Reserve Funds that are to be applied or utilized
within the twelve-month period following the date of determination and (iii)
Escrow Payments and Reserve Funds that may not 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 mean any of the Pool Reserve Account or the
Westfield Shoppingtown Meriden Reserve Account.

     "Reserve Funds" shall mean, with respect to any 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
Loan.

     "Residual Interest Certificate" shall mean a Class R-I, Class R-II or Class
R-III 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 not a Specially Serviced Mortgage Loan at the
commencement of, and does not become a Specially Serviced Mortgage Loan during,
the applicable Initial Resolution Period, the period commencing at the end of
the applicable Initial Resolution Period and ending on, and including, the
earlier of (i) the 90th day following the end of such Initial Resolution Period
and (ii) the 45th day following 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 written notice from the Master Servicer or the Special
Servicer of the occurrence of any Servicing Transfer Event with respect to such
Mortgage Loan subsequent to the end of such Initial Resolution Period;

     (c) for purposes of remediating a Material Document Defect with respect to
any Mortgage Loan that is a not a Specially Serviced 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 90th day following the earlier of (i) the end of
such Initial Resolution Period and (ii) receipt by the Depositor, in the case of
a Lehman Mortgage Loan, or by the UBS

                                      -53-
<PAGE>

Mortgage Loan Seller, in the case of a UBS Mortgage Loan, of written notice from
the Master Servicer or the Special Servicer of the occurrence of such Servicing
Transfer Event; 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, zero (-0-) days,
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
written notice from the Master Servicer or the Special Servicer of the relevant
Servicing Transfer Event as of the commencement of the applicable Initial
Resolution Period, then 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.

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

     "Restricted Servicer Reports" shall mean each of the CMSA Servicer Watch
List, the CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment
Worksheet, the CMSA Financial File and the CMSA Comparative Financial Status
Report.

     "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/IAI 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.

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

     "Scheduled Payment" shall mean, with respect to any Loan, for any Due Date
following the Cut-off Date as of which it is outstanding, the Monthly Payment on
such 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 Loan granted or agreed to by the Master Servicer or 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 or Class X
Certificate.

                                      -54-
<PAGE>

     "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 Loan primary serviced by such Sub-Servicer, (i) the
principal balance of such 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 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 Loan, (i) the principal balance of such 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 Loan, over the
sub-servicing fee rate (if any) applicable to such Loan, as specified in any
Sub-Servicing Agreement related to such Mortgage Loan.

     "Servicing Account" shall mean either of the Pool Servicing Account or the
Westfield Shoppingtown Meriden Servicing Account.

     "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 of a
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 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 Loan or REO Property pursuant to any provision of this Agreement or the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement.

     "Servicing Fees" shall mean, with respect to each Loan and REO Loan, the
Master Servicing Fee and the Special Servicing Fee.

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

     "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 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).

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

                                      -55-
<PAGE>

     "Servicing Standard" shall mean, with respect to the Master Servicer or the
Special Servicer, to service and administer the Loans and any REO Properties for
which it is responsible: (i) with the same care, skill, prudence and diligence
as is normal and usual in its general mortgage servicing and asset management
activities with respect to mortgage loans comparable to such Loans and real
properties comparable to such REO Properties that either (A) are part of other
third party portfolios (giving due consideration to customary and usual
standards of practice of prudent institutional commercial mortgage lenders
servicing their own loans) or (B) are held as part of its own portfolio,
whichever is a higher standard; (ii) with a view to the timely collection of all
scheduled payments of principal and interest, including Balloon Payments, under
the Loans or, in the case of the Special Servicer, if a Loan comes into and
continues in default and if, in the reasonable, good faith judgment of the
Special Servicer, no satisfactory arrangements can be made for the collection of
the delinquent payments, with a view to the maximization of the recovery on such
Mortgage Loan to the Certificateholders (as a collective whole) (or, if the
Westfield Shoppingtown Meriden Loan Pair is involved, with a view to the
maximization of the recovery on such Loan Pair to the Certificateholders and the
Westfield Shoppingtown Meriden Companion Loan Noteholder (as a collective
whole)), on a present value basis (the relevant discounting of anticipated
collections that will be distributable to the Certificateholders (or, in the
case of the Westfield Shoppingtown Meriden Loan Pair, to the Certificateholders
and the Westfield Shoppingtown Meriden Companion Noteholder) to be performed at
the related Mortgage Rate (or, in the case of the Westfield Shoppingtown Meriden
Loan Pair, at the weighted average of the Mortgage Rates for such Loan Pair));
and (iii) without regard to (A) any relationship 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 party to this Agreement; (B) the ownership of
any Certificate (or any security backed by the Westfield Shoppingtown Meriden
Companion Loan) by the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate of either of them; (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 reimbursement of costs, or any
compensation payable to it hereunder generally or with respect to any particular
transaction; and (E) the ownership, servicing or management of other loans or
properties not included in or securing, as the case may be, the Mortgage Pool or
otherwise serviced and administered pursuant to this Agreement.

     "Servicing Transfer Event" shall mean, with respect to any Loan, the
occurrence of any of the events described in clauses (a) through (g) of the
definition of "Specially Serviced 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 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 Loans, or owning and
pledging Defeasance Collateral in connection with the defeasance of a Defeasance
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 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

                                      -56-
<PAGE>

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 Reserve Account" shall mean any segregated account or accounts
created and maintained by the Master Servicer, pursuant to Section 2.03(e), on
behalf of the Trustee in trust for the Certificateholders and the Depositor with
respect to any Recording/Title Policy Omission Cash Deposit with respect to a
Lehman Mortgage Loan, and on behalf of the Certificateholders and the UBS
Mortgage Loan Seller with respect to any Recording/Title Policy Omission Cash
Deposit with respect to a UBS Mortgage Loan, which shall be entitled: "First
Union National Bank [OR THE NAME OF ANY SUCCESSOR MASTER SERVICER], as Master
Servicer, on behalf of LaSalle Bank National Association [OR THE NAME OF ANY
SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial Mortgage Trust 2001-C2, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2, and [NAME OF PARTY PROVIDING RECORDING/TITLE
POLICY RESERVE], Special Reserve Account".

     "Special Servicer" shall mean ORIX, 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
Loan and each REO Loan, the fee designated as such and payable to the Special
Servicer pursuant to Section 3.11(c).

     "Special Servicing Fee Rate" shall mean, with respect to each Specially
Serviced Loan and each REO 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
     relating to such Mortgage Loan; and

                                      -57-
<PAGE>

         (v) the original of any existing letters of credit relating to such
     Mortgage Loan.

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.

     "Specially Serviced Loan" shall mean any 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 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 defaulted
Balloon Loan that is delinquent in respect of its Balloon Payment, (A) for 30
days beyond the date on which the subject Balloon Payment was due or (B) in the
case of a Balloon Loan as to which the related Mortgagor shall have represented
in writing prior to the date such Balloon Payment was due that it was seeking a
refinancing and in respect of which the Mortgagor continues to make monthly
payments equivalent to Assumed Monthly Payments, for either 90 days beyond the
date on which the subject Balloon Payment was due or, if the related Mortgagor
has delivered a refinancing commitment acceptable to the Special Servicer, for
such longer period (not to exceed 150 days beyond the related maturity date)
during which the refinancing would be expected to occur;

     (b) the Master Servicer shall have determined, in its good faith,
reasonable judgment, based on communications with the related Mortgagor, that a
default in the making of a Monthly Payment on such Loan, including a Balloon
Payment, is likely to occur within 30 days and is likely to remain unremedied
(without regard to any grace period) for at least the applicable periods
contemplated by clause (a) of this definition; or

     (c) there shall have occurred a default (other than as described in clause
(a) above) that (i) materially impairs the value of the Mortgaged Property as
security for such Loan or otherwise materially adversely affects the interests
of Certificateholders (or, in the case of the Westfield Shoppingtown Meriden
Companion Loan, the Westfield Shoppingtown Meriden Companion Loan Noteholder),
and (ii) continues unremedied for the applicable grace period under the terms of
such Loan (or, if no grace period is specified and the default is capable of
being cured, for 30 days); 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

                                      -58-
<PAGE>

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 Loan will cease to be a Specially Serviced Loan, when
a Liquidation Event has occurred with respect to such 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 Loan to continue to be characterized as a Specially Serviced 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 Loan (as such terms may be
     changed or modified in connection with a bankruptcy or similar proceeding
     involving the related Mortgagor or by reason of a modification, extension,
     waiver or amendment granted or agreed to by the Master Servicer or the
     Special Servicer pursuant to Section 3.20);

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

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

         (z) with respect to the circumstances described in clause (g) of this
     definition, such 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 Loan's becoming a Specially Serviced Loan. If a Loan that is part of
Westfield Shoppingtown Meriden Loan Pair becomes a Specially Serviced Loan, the
other Loan in that Loan Pair shall also become a Specially Serviced Loan.

     "Specially Serviced Mortgage Loan" shall mean a Mortgage Loan that
constitutes a Specially Serviced Loan.

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

     "Stated Maturity Date" shall mean, with respect to any 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

                                      -59-
<PAGE>

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 Loan granted
or agreed to by the Master Servicer or the Special Servicer pursuant to Section
3.20 and, in the case of an ARD Loan, without regard to its Anticipated
Repayment Date.

     "Stated Principal Balance" shall mean: (a) 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; and (b) with respect to the Westfield Shoppingtown
Meriden Companion Loan (and any successor REO Loan with respect thereto), the
Cut-off Date Balance of such Loan, as permanently reduced on each Westfield
Shoppingtown Meriden Remittance Date (to not less than zero) by (i) any
principal amounts in respect of such Loan (or any such successor REO Loan with
respect thereto) distributed to the Westfield Shoppingtown Meriden Companion
Loan Noteholder on such Westfield Shoppingtown Meriden Remittance Date, and (ii)
the principal portion of any Realized Loss incurred in respect of such Loan (or
any such successor REO Loan with respect thereto) during the related Collection
Period. Notwithstanding the foregoing, if a Liquidation Event occurs in respect
of any Loan or REO Property, then the "Stated Principal Balance" of such Loan or
of the related REO 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 R-I, Class R-II or Class R-III Certificate.

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

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

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

     "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 temporary Treasury regulation
section 301.6231(a)(7)-1T, which

                                      -60-
<PAGE>

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 and the Grantor Trust, together with the Special Reserve Account
and any Recording/Title Policy Omission Cash Deposits and Recording/Title Policy
Omission Credits delivered by the Depositor and/or the UBS Mortgage Loan Seller
to the Master Servicer upon the receipt of notice from the Trustee as
contemplated by Sections 2.03(d) and 2.03(e).

     "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 0.0009% 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 May 14, 2001, between the UBS
Mortgage Loan Seller and the Depositor.

                                      -61-
<PAGE>

     "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 and
filed pursuant to the UCC.

     "Uncertificated Accrued Interest" shall mean the interest accrued from time
to time with respect to any REMIC I Regular Interest or REMIC II Regular
Interest, the amount of which interest shall equal: (a) in the case of 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 (b) 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
REMIC I Regular Interest for any Distribution Date, an amount of interest equal
to the amount of Uncertificated Accrued Interest in respect of such REMIC I
Regular Interest for the related Interest Accrual Period, reduced (to not less
than zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date, multiplied by (ii) a fraction, the numerator of
which is the amount of Uncertificated Accrued Interest in respect of such REMIC
I Regular Interest for the related Interest Accrual Period, and the denominator
of which is the aggregate amount of Uncertificated Accrued Interest in respect
of all the REMIC I Regular Interests for the related Interest Accrual Period;
and (b) 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 the product of (i) any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date, multiplied by (ii) a fraction, the numerator of
which is the amount of Uncertificated Accrued Interest in respect of such REMIC
II 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 II Regular Interests for the related Interest Accrual Period.

     "Uncertificated Principal Balance" shall mean the principal balance of any
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 REMIC I Regular Interest shall equal the Cut-off Date Balance of the
related Mortgage Loan, 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).

                                      -62-
<PAGE>

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).

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

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

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

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

     "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 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.

     "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
Distribution Date, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to such Distribution Date.

     "Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement" shall
mean the Co-Lender and Servicing Agreement, dated as of May 11, 2001, among the
Westfield Shoppingtown Meriden Noteholders, First Union as master servicer, and
LaSalle as custodian.

     "Westfield Shoppingtown Meriden Companion Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

                                      -63-
<PAGE>

     "Westfield Shoppingtown Meriden Companion Loan Noteholder" shall mean the
holder of the Mortgage Note for the Westfield Shoppingtown Meriden Companion
Loan.

     "Westfield Shoppingtown Meriden Custodial Account" shall mean the
segregated account or accounts created and maintained by the Master Servicer
pursuant to Section 3.04A on behalf of the Westfield Shoppingtown Meriden
Noteholders, which shall be entitled "[NAME OF MASTER SERVICER], as Master
Servicer, in trust for [NAMES OF WESTFIELD SHOPPINGTOWN MERIDEN NOTEHOLDERS], as
their interests may appear".

     "Westfield Shoppingtown Meriden Fiscal Agent" shall mean ABN AMRO, in its
capacity as fiscal agent under that certain Trust Agreement, dated as of May 11,
2001, among Structured Asset Securities Corporation as depositor, LaSalle as
trustee and ABN AMRO as fiscal agent.

     "Westfield Shoppingtown Meriden Loan Pair" shall mean, collectively, the
Westfield Shoppingtown Meriden Mortgage Loan and the Westfield Shoppingtown
Meriden Companion Loan (and any successor REO Loans).

     "Westfield Shoppingtown Meriden Mortgaged Property" shall mean, the retail
property identified on the Mortgage Loan Schedule as the Westfield Shoppingtown
Meriden.

     "Westfield Shoppingtown Meriden Mortgage Loan" shall mean the Mortgage Loan
identified on the Mortgage Loan Schedule by mortgage loan number 1, which
Mortgage Loan is, together with the Westfield Shoppingtown Meriden Companion
Loan, secured by a Mortgage on the Westfield Shoppingtown Meriden Mortgaged
Property.

     "Westfield Shoppingtown Meriden Noteholders" shall mean, collectively, the
holder of the Mortgage Note for the Westfield Shoppingtown Meriden Mortgage Loan
and the holder of the Mortgage Note for the Westfield Shoppingtown Meriden
Companion Loan.

     "Westfield Shoppingtown Meriden 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 Westfield Shoppingtown Meriden Noteholders, which
shall be entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, in trust for
[NAMES OF WESTFIELD SHOPPINGTOWN MERIDEN NOTEHOLDERS], as their interests may
appear".

     "Westfield Shoppingtown Meriden Remittance Date" shall mean the "Remittance
Date" under the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement.

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

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

     "Westfield Shoppingtown Meriden Trustee" shall have the meaning assigned
thereto in the Preliminary Statement.

                                      -64-
<PAGE>

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

     "Workout Fee Rate" shall mean, with respect to each Corrected 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, on a Loan as the result of a Principal Prepayment thereon, not
otherwise due thereon in respect of principal or interest, which have been
calculated (based on scheduled payments of interest and/or principal on such
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 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 Loan or the actual term remaining through the
related Stated Maturity Date or Anticipated Repayment Date, as applicable), the
Master Servicer shall use the applicable U.S. Treasury whose reinvestment yield
is the lowest, with such yield being based on the bid price for such issue as
published in The Wall Street Journal on the date that is 14 days prior to the
date that the Yield Maintenance Charge shall become due and payable (or, if such
bid price is not published on that date, the next preceding date on which such
bid price is so published) and converted to a monthly compounded nominal yield.
The monthly compounded nominal yield ("MEY") is derived from the reinvestment
yield or discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2)
^1/6}-1]) X 100, where BEY is defined as the U.S. Treasury Reinvestment Yield
which is in decimal form and not in percentage, and 1/6 is the exponential power
to 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 have the meanings assigned to
     them in this Agreement and 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;


                                      -65-
<PAGE>

         (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.






                                      -66-
<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 2001-C2". 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 and, in
the case of the Westfield Shoppingtown Meriden Mortgage Loan, is subject to the
provisions of the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement. 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 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 that Independent
Person) recording or filing, as the case may be, in the appropriate public
office for real property records or UCC Financing Statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases, in
favor of the Trustee

                                      -67-
<PAGE>

referred to in clause (iv) of the definition of "Mortgage File" and each related
UCC-2 and UCC-3 assignment 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 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 cost 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 cost of the
recording and filing referred to in the prior two paragraphs with respect to the
UBS Mortgage Loans. Each assignment referred to in the prior two paragraphs
shall reflect that it should be returned by the public recording office to the
Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment
referred to in the prior two paragraphs 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,
the Trustee shall forward to the Master Servicer a copy of each of the
aforementioned assignments following the Trustee's receipt thereof. If any such
document or instrument 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 such
document or instrument 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.

     The Depositor hereby represents and warrants that it has contractually
obligated each of the UBS Mortgage Loan Seller and the Lehman Mortgage Loan
Seller, pursuant to the related Mortgage Loan Purchase Agreement, to provide the
Trustee, the Master Servicer and the Special Servicer with a power of attorney
to enable the Trustee to record, at the expense of the Depositor, in the case of
a Lehman Mortgage Loan, or at the expense of the UBS Mortgage Loan Seller, in
the case of a UBS Mortgage Loan, any loan documents that, as contemplated by the
foregoing paragraphs of this Section 2.01(c) and/or the definition of "Mortgage
File", are to be recorded and that the Trustee has been requested to record.

     (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, all documents and
records in the possession of the


                                      -68-
<PAGE>

UBS Mortgage Loan Seller or the Depositor, as the case may be, that relate to
such Mortgage Loan, that are not required to be a part of the related Mortgage
File in accordance with the definition thereof and that, in the reasonable
judgment of the Master Servicer, are reasonably necessary for the servicing of
such Mortgage Loan or otherwise reasonably requested by the Master Servicer in
connection with its duties under this Agreement, together (i) with 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. The Master Servicer shall hold all such
documents, records and funds on behalf of the Trustee in trust for the benefit
of the Certificateholders (and, insofar as they also relate to the Westfield
Shoppingtown Meriden Companion Loan, on behalf of and for the benefit of the
Westfield Shoppingtown Meriden Companion Loan Noteholder).

     (e) The Depositor shall deliver to the Trustee: (i) with respect to any
Mortgage Loan with an original principal balance of $25,000,000 or greater that
has a Mortgagor that is a single member limited liability company, the opinion
of counsel obtained in connection with the origination of such Mortgage Loan
regarding the continued existence of such single member limited liability
company following the bankruptcy, dissolution or liquidation of such sole
member; and (ii) with respect to any Mortgage Loan with an original principal
balance equal to $25,000,000 or more, or any Mortgage Loan or group of Mortgage
Loans having affiliated Mortgagors with an individual or aggregate (in the case
of a group), as the case may be, Cut-Off Date Balance equal to 2% or greater of
the Initial Pool Balance, the opinions of counsel obtained in connection with
the origination of such Mortgage Loan(s) regarding the non-consolidation of the
related Mortgagor(s) in any insolvency proceeding of any such Mortgagor's
general partner or managing member, as applicable, any affiliated property
manager, or any holder of more than a 49% direct ownership interest in any such
Mortgagor. The Trustee shall have no obligation to review the loan documents
received with respect to any Mortgage Loan to determine whether such opinions
have been delivered.

     (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. To the extent that the Mortgage
File for the Westfield Shoppingtown Meriden Mortgage Loan relates to the
Westfield Shoppingtown Meriden Companion Loan, the Trustee shall also hold such
Mortgage File in trust for the use and benefit of the Westfield Shoppingtown
Meriden Companion Loan Noteholder. 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 Loan, (i) the Specially Designated
Mortgage Loan Documents are in its possession or the possession of a Custodian
on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost
note affidavit, the copy of

                                      -69-
<PAGE>

such Mortgage Note) received by it or any Custodian with respect to such 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 Loan.

     (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed
and (iii) the day on which the Depositor has repurchased the last affected
Mortgage Loan), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each 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 and, in the case of the
Westfield Shoppingtown Meriden Companion Loan, to the Westfield Shoppingtown
Meriden Companion Loan Noteholder 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) (without regard to the second parenthetical in such
clause (viii)), (ix) and (xvi) of the definition of "Mortgage File" are in its
possession or the possession of a Custodian on its behalf; (ii) the
recordation/filing contemplated by Section 2.01(c) has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such 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, the Westfield
Shoppingtown Meriden Companion Loan Noteholder and any Underwriter on 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 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) through (ix) and (xvi) 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.

                                      -70-
<PAGE>

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

     SECTION 2.03.  Repurchase of Mortgage Loans for Document Defects and
                    Breaches of Representations and Warranties; the Special
                    Reserve Account.

     (a) If any party hereto discovers (including by virtue of the applicable
document being identified (and such identification having been confirmed as
correct) by the Trustee on any exception report delivered by the Trustee
pursuant to Section 2.02(b)) 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 made pursuant to
Section 2.04(b) with respect to any Lehman Mortgage Loan (also, a "Breach"),
such party shall give prompt written notice thereof to each of the Rating
Agencies, the related Mortgage Loan Seller, the other parties hereto and the
Controlling Class Representative. If any such Document Defect or Breach
materially and adversely affects the value of any Mortgage Loan or the interests
of the Certificateholders therein, then such Document Defect shall constitute a
"Material Document Defect" or such Breach shall constitute a "Material Breach",
as the case may be. Promptly upon becoming aware of any such Material Document
Defect or Material Breach with respect to a UBS Mortgage Loan (including through
a written notice given by any party hereto, as provided above), the Trustee
shall (and the Special Servicer may) 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 at the applicable Purchase Price by wire transfer of immediately
available funds to the Pool Custodial Account. A copy of each of the foregoing
requests for repurchase shall be delivered to the Controlling Class
Representative. Promptly upon becoming aware of any such Material Document
Defect or Material Breach with respect to a Lehman Mortgage Loan (including
through a written notice given by any party hereto, as provided above), the
Depositor shall, not later than 90 days from the earlier of the Depositor's
discovery or receipt of notice of such Material Document Defect or Material
Breach, as the case may be (or, in the case of a Material Document Defect or
Material Breach relating to a Lehman Mortgage Loan not being a "qualified
mortgage" within the meaning of the REMIC Provisions, not later than 90 days of
any party discovering such Material Document Defect or Material Breach) (any
such 90-day period, 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 at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account (or, in the case of an REO Property that relates to the
Westfield Shoppingtown Meriden Loan Pair, to the Westfield Shoppingtown Meriden
REO 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

                                      -71-
<PAGE>

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 a 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
Resolution Extension Period). Without limiting any of the foregoing, (A) the
absence of an original Mortgage Note, an original or a copy of a Mortgage (with
or without evidence of recording thereon), an original or a copy of a lender's
title insurance policy, an Assignment of Leases (with or without evidence of
recording thereon, but only if separate from the related Mortgage), an original
or copy of any related Ground Lease, the original of any related letter of
credit or, in the case of a Mortgage Loan secured by a hospitality or healthcare
property, a filed UCC-1 financing statement, from a Mortgage File or (B) any
material adverse nonconformity to the Mortgage Loan Schedule of any such
document or any material irregularity on the face thereof (without the presence
of a factor, such as a lost note affidavit (in the case of a missing Mortgage
Note) or a pro forma title policy or a commitment for title insurance
"marked-up" at the closing of the subject Mortgage Loan (in the case of a
missing title policy), that, in the Trustee's reasonable and good faith
judgment, as certified in writing to the Depositor, the Master Servicer, the
Special Servicer and the Controlling Class Representative within 20 days after a
Responsible Officer of the Trustee has actual knowledge of such absence,
nonconformity or irregularity, mitigates the subject absence, nonconformity or
irregularity) shall be a Material Document Defect. Notwithstanding the
foregoing, if a Mortgage Loan is not secured by a hospitality or healthcare
property, then the failure to deliver to the Trustee copies of the UCC Financing
Statements with respect to such Mortgage Loan shall not be a Material Document
Defect.

     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(a), then, prior to the
subject repurchase, the Depositor or the UBS Mortgage Loan Seller, as the case
may be, or its designee shall use its reasonable efforts, subject to the terms
of the related Mortgage Loan(s), to prepare and, to the extent necessary and
appropriate, have executed by the related Mortgagor and record, such
documentation as may be necessary to terminate the cross-collateralization
between the Mortgage Loan(s) in such Cross-Collateralized Group that are to be
repurchased, on the one hand, and the remaining Mortgage Loan(s) therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto; provided that no such termination shall be effected
unless and until the Controlling Class Representative, if one is then acting,
has consented (which consent shall not be unreasonably withheld) and 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

                                      -72-
<PAGE>

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.

     The obligations of the Depositor (in the case of the Lehman Mortgage Loan)
and the UBS Mortgage Loan Seller (in the case of a UBS Mortgage Loan) to
repurchase any Mortgage Loan pursuant to this Section 2.03 or the UBS/Depositor
Mortgage Loan Purchase Agreement, as applicable, extends to any REO Loan as to
which a Material Document Defect or Material Breach existed as to the subject
predecessor Mortgage Loan prior to the related Mortgaged Property becoming an
REO Property and as to which the party having the repurchase obligation had been
notified of the Material Document Defect or Material Breach at least 90 days
prior to such Mortgaged Property becoming an REO Property.

     (b) In connection with any repurchase of a Mortgage Loan pursuant to this
Section 2.03, and subject to Section 3.25, the Trustee, the Custodian, the
Master Servicer and the Special Servicer shall each tender to the repurchasing
entity, upon delivery to each of them of a receipt executed by the repurchasing
entity, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by it, and each document that constitutes a part of the
Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to the repurchasing entity or its designee in the same manner, but
only if the respective documents have been previously assigned or endorsed to
the Trustee, and pursuant to appropriate forms of assignment, substantially
similar to the manner and forms pursuant to which such documents were previously
assigned to the Trustee; provided that such tender by the Trustee shall be
conditioned upon its receipt from the Master Servicer of a Request for Release
and an Officer's Certificate to the effect that the requirements for repurchase
have been satisfied. The Master Servicer shall, and is hereby authorized and
empowered by the Trustee to, prepare, execute and deliver in its own name, on
behalf of the Certificateholders and the Trustee or any of them, the
endorsements and assignments contemplated by this Section 2.03(b), and such
other instruments as may be necessary or appropriate to transfer title to an REO
Property in connection with the repurchase of an REO Loan and the Trustee shall
execute and deliver any powers of attorney necessary to permit the Master
Servicer to do so; provided, however, that the Trustee shall not be held liable
for any misuse of any such power of attorney by the Master Servicer.

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

     (d) If, as set forth in Section 2.03(e) below, the Master Servicer, the
Special Servicer or the Trustee has notified the Depositor of one or more
conditions that will become Recording/Title Policy Omissions with respect to one
or more Lehman Mortgage Loans on November 24, 2002, if not earlier corrected,
then, if requested by the Trustee pursuant to Section 2.03(e), the Depositor
shall, on or about the later of the 60th day following such notice and November
24, 2002, with respect to each

                                      -73-
<PAGE>

Lehman Mortgage Loan as to which there then exists a Recording/Title Policy
Omission, deliver to the Master Servicer a Recording/Title Policy Omission Cash
Deposit or a Recording/Title Policy Omission Credit, in any event in an amount
equal to 25% of the then outstanding principal balance of such Lehman Mortgage
Loan. The Depositor may direct the Master Servicer to invest or cause the
investment of the funds deposited by it in the Special Reserve Account in one or
more Permitted Investments that bear interest or are sold at a discount and that
mature, unless payable on demand, no later than the Business Day prior to the
next Master Servicer Remittance Date. The Master Servicer shall act upon the
written instructions of the Depositor with respect to the investment of funds
deposited by the Depositor in the Special Reserve Account in such Permitted
Investments, provided that in the absence of appropriate written instructions
from the Depositor, the Master Servicer shall have no obligation to invest or
direct the investment of funds in such Special Reserve Account. All income and
gain realized from the investment of funds deposited in such Special Reserve
Account shall be for the benefit of the Depositor and shall be withdrawn by the
Master Servicer and remitted to the Depositor on each Master Servicer Remittance
Date (net of any losses incurred), and the Depositor shall remit to the Master
Servicer from the Depositor's own funds for deposit into such Special Reserve
Account the amount of any realized losses (net of realized gains) in respect of
such Permitted Investments immediately upon realization of such net losses and
receipt of written notice thereof from the Master Servicer; provided that the
Depositor shall not be required to make any such deposit for any realized loss
which is incurred solely as a result of the insolvency of the federal or state
depository institution or trust company that holds such Special Reserve Account.
The Master Servicer shall have no responsibility or liability with respect to
the investment directions of the Depositor, the investment of funds in the
Special Reserve Account in Permitted Investments or any losses resulting
therefrom. A Recording/Title Policy Omission Credit shall (i) entitle the Master
Servicer to draw upon the Recording/Title Policy Omission Credit upon
presentation of only a sight draft or other written demand for payment, (ii)
permit multiple draws by the Master Servicer, and (iii) be issued by such issuer
and containing such other terms as the Master Servicer may reasonably require to
make such Recording/Title Policy Omission Credit reasonably equivalent security
to a Recording/Title Policy Omission Cash Deposit in the same amount. Once a
Recording/Title Policy Omission Cash Deposit or Recording/Title Policy Omission
Credit is established by the Depositor with respect to any Lehman Mortgage Loan,
the Master Servicer shall, from time to time, withdraw funds from the Special
Reserve Account or draw upon the related Recording/Title Policy Omission Credit,
as the case may be, and apply the proceeds thereof to pay the losses or expenses
directly incurred by the Master Servicer or the Trust Fund as a result of a
Recording/Title Policy Omission in respect of such Lehman Mortgage Loan. The
rights to require and apply the proceeds of a Recording/Title Policy Omission
Cash Deposit or Recording/Title Policy Omission Credit with respect to a Lehman
Mortgage Loan under this Section 2.03(d) are in addition to the rights afforded
in respect of a Material Breach or a Material Document Defect under Section
2.03(a), and the exercise of rights with respect to a Lehman Mortgage Loan under
this Section 2.03(d) shall not preclude or otherwise limit the exercise of
rights afforded in respect of a Material Breach or a Material Document Defect in
respect of a Lehman Mortgage Loan under Section 2.03(a) or constitute a waiver
thereof.

     (e) If the Master Servicer, the Special Servicer or the Trustee has
identified as of September 24, 2002, one or more conditions that will become
Recording/Title Policy Omissions with respect to any Lehman Mortgage Loan or UBS
Mortgage Loan on November 24, 2002, if not earlier corrected, such party shall,
on or about September 24, 2002 (or, if such day is not a Business Day, the next
succeeding Business Day), provide written notification of the conditions that
could become Recording/Title Policy Omissions to the other parties hereto, the
Controlling Class Representative, the

                                      -74-
<PAGE>

Depositor and, in the case of a Recording/Title Policy Omission with respect to
a UBS Mortgage Loan, the UBS Mortgage Loan Seller. On or about November 24,
2002, the Trustee shall, if requested by the Controlling Class Representative,
exercise the rights afforded to the Trustee: (i) under the UBS/Depositor
Mortgage Loan Purchase Agreement to cause the UBS Mortgage Loan Seller to
establish a Recording/Title Policy Omission Cash Deposit or Recording/Title
Policy Omission Credit with respect to each UBS Mortgage Loan, if any, that then
has a Recording/Title Policy Omission; and (ii) under Section 2.03(d) to cause
the Depositor to establish a Recording/Title Policy Omission Cash Deposit or
Recording/Title Policy Credit with respect to each Lehman Mortgage Loan that
then has a Recording/Title Policy Omission. Upon request by the Trustee the
Master Servicer shall provide the Trustee with the unpaid principal balance of
any Loan, as of the relevant date of determination, in respect of which a
Recording/Title Policy Omission Cash Deposit or Recording/Title Policy Omission
Credit is to be established. In furtherance of the preceding sentence, (A) the
Master Servicer shall establish one or more accounts (collectively, the "Special
Reserve Account"), each of which shall be an Eligible Account; (B) the Master
Servicer shall deposit any Recording/Title Policy Omission Cash Deposit into the
Special Reserve Account within one Business Day after receipt; and (C) the
Master Servicer shall administer the Special Reserve Account in accordance with
the terms of Section 2.03(d) in the case of any Recording/Title Policy Omission
Cash Deposit with respect to the Lehman Mortgage Loans and in accordance with
the UBS/Depositor Mortgage Loan Purchase Agreement in the case of any
Recording/Title Policy Omission Cash Deposit with respect to the UBS Mortgage
Loans. Out-of-pocket costs and expenses incurred by the Trustee in enforcing
such rights will constitute Servicing Advances to the extent not received from
the Depositor, with respect to Lehman Mortgage Loans, or the UBS Mortgage Loan
Seller, with respect to UBS Mortgage Loans. In the event that the Master
Servicer is entitled to withdraw any funds from the Special Reserve Account or
to draw upon a Recording/Title Policy Omission Credit to cover losses or
expenses directly incurred by the Trust Fund as a result of a Recording/Title
Policy Omission, then prior to making a Servicing Advance or incurring an
Additional Trust Fund Expense to cover such losses or expenses, the Master
Servicer shall deposit the funds withdrawn from the Special Reserve Account or
received in connection with a draw upon the Recording/Title Policy Omission
Credit, as the case may be, into the Pool Custodial Account, and such amounts
shall be deemed to be "Liquidation Proceeds" for purposes of this Agreement
(other than Section 3.11(c)) and shall be applied to cover such loss or expense.
The Recording/Title Policy Omission Cash Deposit or Recording/Title Policy
Omission Credit (or any unused balance thereof) delivered by the UBS Mortgage
Loan Seller with respect to any UBS Mortgage Loan shall be released (provided
that the Master Servicer and the Trust Fund have been reimbursed with respect to
losses and expenses relating to Recording/Title Policy Omissions with respect to
such Mortgage Loan) to the UBS Mortgage Loan Seller by the Master Servicer upon
the earlier of the curing of all Recording/Title Policy Omissions with respect
to such UBS Mortgage Loan and the removal of such Mortgage Loan from the Trust
Fund. The Recording/Title Policy Omission Cash Deposit or Recording/Title Policy
Omission Credit (or any unused balance thereof) delivered by the Depositor with
respect to any Lehman Mortgage Loan shall be released (provided that the Master
Servicer and the Trust Fund have been reimbursed with respect to losses and
expenses relating to Recording/Title Policy Omissions with respect to such
Mortgage Loan) to the Depositor by the Master Servicer upon the earlier of the
curing of all Recording/Title Policy Omissions with respect to such Lehman
Mortgage Loan and the removal of such Mortgage Loan from the Trust Fund. The
Special Reserve Account, and any Recording/Title Policy Omission Cash Deposits
and Recording/Title Policy Omission Credits, shall be part of the Trust Fund but
outside any REMIC Pool or the Grantor Trust. Investment of the funds in the
Special Reserve Account deposited by the Depositor pursuant to Section 2.03(d)
shall be governed by the provisions of Section 2.03(d), and the investment of
funds in the Special Reserve Account deposited by the UBS

                                      -75-
<PAGE>

Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement shall be governed by the provisions of the UBS/Depositor Mortgage Loan
Purchase Agreement.

     (f) If any Recording/Title Policy Omission materially interferes with the
Master Servicer's or Special Servicer's, as applicable, ability to respond to
any Mortgagor's request, including requests for assumptions, releases and
modifications, the Depositor (in the case of a Lehman Mortgage Loan) shall, and
the UBS Mortgage Loan Seller (in the case of a UBS Mortgage Loan), pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement, is required to, at its own
cost and expense reasonably assist and cooperate with the applicable servicer to
the extent reasonably necessary to appropriately respond to such requests,
including but not limited to delivering such additional assignments or evidence
of assignments as may be necessary to process such requests.

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

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

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

         (ii) The execution and delivery of this Agreement by the Depositor, and
     the performance and compliance with the terms of this Agreement by the
     Depositor, will not violate the Depositor's certificate of incorporation or
     by-laws or constitute a default (or an event which, with notice or lapse of
     time, or both, would constitute a default) under, or result in the breach
     of, 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.

                                      -76-
<PAGE>

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

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

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

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

         (x) The Depositor does not intend to, and does not believe that it
     will, incur debts or obligations beyond its ability to pay such debts and
     obligations as they mature.

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

         (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

                                      -77-
<PAGE>

Date or such other date specified in the particular representation and warranty,
as set forth on Schedule II, hereto.

     (c) The representations, warranties and covenants of the Depositor set
forth in Section 2.04(a) and made pursuant to 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. Execution, Authentication and Delivery of Class R-I
                   Certificates; Creation of REMIC I Regular Interests.

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

     SECTION 2.06. 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
REMIC III as the holder of the REMIC II Regular Interests.

     SECTION 2.07. 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.

                                      -78-
<PAGE>

     SECTION 2.08. 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 2.09. 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. The Class Q Certificates
shall also evidence the entire beneficial ownership of the Grantor Trust.



                                      -79-
<PAGE>


                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

     SECTION 3.01. Administration of the Loans.

     (a) Each of the Master Servicer and the Special Servicer shall service and
administer the 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 (or, in the case of the Westfield Shoppingtown Meriden
Companion Loan, on behalf of the Westfield Shoppingtown Meriden Companion Loan
Noteholder), as determined in the good faith and reasonable judgement 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 Loans and, in the case of the Westfield Shoppingtown Meriden Loan
Pair, to the extent applicable, the Westfield Shoppingtown Meriden Co-Lender and
Servicing Agreement; 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 Loans that are not Specially Serviced Loans and shall render
such services with respect to the Specially Serviced Loans as are specifically
provided for herein, and (ii) the Special Servicer shall service and administer
each Specially Serviced Loan and REO Property and shall render such services
with respect to the Loans that are not Specially Serviced 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), Section 6.11 (taking account of Section
6.11(b)) and Section 6.11A (taking account of Section 6.11A(b)), the Master
Servicer and the Special Servicer shall each have full power and authority,
acting alone, to do or cause to be done any and all things in connection with
such servicing and administration which 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 Loans it
is obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee
and the Westfield Shoppingtown Meriden Companion Loan Noteholder 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, Section 6.11 (taking account of Section 6.11(b))
and Section 6.11A (taking account of Section 6.11A(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

                                      -80-
<PAGE>

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,
neither the Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) except as relates to a Loan that the Master
Servicer or the Special Servicer, as applicable, is servicing pursuant to its
respective duties herein (in which case such servicer shall give notice to the
Trustee of the initiation), 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 parties hereto acknowledge that the Westfield Shoppingtown Meriden
Loan Pair is subject to the currently effective terms and conditions of the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement. With respect
to the Westfield Shoppingtown Meriden Loan Pair, the parties hereto recognize
the respective rights and obligations of the "Lenders" under the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement, including with respect
to the allocation of collections on or in respect of the Westfield Shoppingtown
Meriden Loan Pair in accordance with Section 4.01(a) of the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement, the making of payments
to the "Lenders" in accordance with Section 4.01(b) of the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement and the purchase of the
Westfield Shoppingtown Meriden Mortgage Loan by the Westfield Shoppingtown
Meriden Companion Loan Noteholder or its designee in accordance with Section
4.03 of the Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement.
The Master Servicer assumes the obligations of "Master Servicer" under the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement. In the event
that the servicing and administration of the Westfield Shoppingtown Meriden Loan
Pair is to be governed by the terms of the Westfield Shoppingtown Meriden
Co-Lender and Servicing Agreement, as contemplated by Section 3.25(c) of the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement, and not by
this Agreement, the Master Servicer and, if the Westfield Shoppingtown Meriden
Loan Pair is then being specially serviced, the Special Servicer each agree to
act in such capacity under the Westfield Shoppingtown Meriden Co-Lender and
Servicing Agreement. Notwithstanding the foregoing, all of the Special
Servicer's rights and obligations with respect to the Westfield Shoppingtown
Meriden Companion Loan shall be governed by this Agreement unless and until, as
described in the preceding sentence, such Loan is to be specially serviced and
administered under the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement.

     Where references are made in the currently operative provisions of the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement to provisions
thereof that, pursuant to Section 3.01 of such agreement, are currently
inoperative, such reference shall be deemed to be a reference to the provisions
hereof dealing with the same subject matter in respect of the Westfield
Shoppingtown Meriden Loan Pair.

     (d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and the Westfield Shoppingtown Meriden Companion Loan
Noteholder 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.

     (e) The Master Servicer shall not be obligated to service in a manner
different from any non-Specially Serviced Loan any Balloon Loan that is
delinquent in respect of its Balloon Payment but as to which a Servicing
Transfer Event has not occurred; provided that the Master Servicer shall


                                      -81-
<PAGE>

transfer the servicing of such Loan to the Special Servicer upon the occurrence
of a Servicing Transfer Event with respect thereto.

     SECTION 3.02. Collection of 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 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 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 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 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 Loans, the
Mortgagors make payments directly to the Master Servicer. Upon receipt of any
such payment with respect to a Specially Serviced 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
Loan, or the Master Servicer, with regard to a Loan that is not a Specially
Serviced Loan, may waive or defer any Default Charges in connection with
collecting any late payment on a 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 collected in respect of any Cross-Collateralized Group in
the form of payments from Mortgagors, Insurance 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.
Except with respect to the Westfield Shoppingtown Meriden Loan Pair, amounts
collected 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 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 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

                                      -82-
<PAGE>

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, 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; seventh, as a recovery of
any Default Charges then due and owing under such Mortgage Loan; eighth, as a
recovery of any assumption fees, modification fees and extension fees then due
and owing under such Mortgage Loan; ninth, as a recovery of any other amounts
then due and owing under such Mortgage Loan (other than remaining unpaid
principal and, in the case of an ARD Mortgage Loan after its Anticipated
Repayment Date, other than Additional Interest); tenth, as a recovery of any
remaining principal of such Mortgage Loan to the extent of its entire remaining
unpaid principal balance; and, eleventh, in the case of an ARD Mortgage Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such ARD Mortgage Loan to but not including the date of
receipt. All amounts collected in respect of the Westfield Shoppingtown Meriden
Loan Pair 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 Notes, the
related Mortgage, the related loan agreement, if any, and the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement.

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

     (a) The Master Servicer shall, as to all Mortgage Loans (except the
Westfield Shoppingtown Meriden Mortgage Loan), establish and maintain one or
more accounts (the "Pool Servicing Accounts"), in which all related Escrow
Payments shall be deposited and retained. The Master Servicer shall, at all
times, establish and maintain, with respect to the Westfield Shoppingtown
Meriden Loan Pair, one or more accounts (the "Westfield Shoppingtown Meriden
Servicing Account"), 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 (to the extent of amounts on deposit therein in
respect of the related Mortgage Loan or, in the case of clauses (iv) and (v), 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, 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 Mortgage Loan or Loan Pair, as applicable, 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

                                      -83-
<PAGE>

by law or the applicable Loan, 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 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, for the Loans that require 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 Loan Pair,
as applicable (or, if such Mortgage Loan or Loan Pair, as applicable, does not
require the related Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
the Master Servicer shall use reasonable efforts consistent with the Servicing
Standard to cause the related Mortgagor to comply with the requirement of the
related Mortgage that the Mortgagor make payments in respect of such items at
the time they first become due and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items). Subject to Section 3.11(h), the Master
Servicer shall timely make a Servicing Advance to cover any such item which is
not so paid, including any penalties or other charges arising from the
Mortgagor's failure to timely pay such items.

     (c) The Master Servicer shall, as to each and every 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, 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) or 3.05A. 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 Loans, notwithstanding that the terms of such 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 (other than the
Westfield Shoppingtown Meriden Mortgage Loan), establish and maintain, as
applicable, one or more accounts (the "Pool Reserve Accounts"), into which all
Reserve Funds, if any, shall be deposited and retained. The Master Servicer
shall, at all times, establish and maintain, with respect to the Westfield
Shoppingtown Meriden Loan Pair, one or more accounts (the "Westfield
Shoppingtown Meriden

                                      -84-
<PAGE>

Reserve Accounts") in which all related 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 (following receipt and review by the Special Servicer of all relevant
information reasonably requested by the Special Servicer).

     The Master Servicer shall not release any earn-out Reserve Funds, or return
any related letter of credit delivered in lieu of earn-out Reserve Funds, in
respect of any Mortgage Loan as to which the amount of such earn-out Reserve
Fund or any such related letter of credit exceeds the lesser of $200,000 or 4%
of the unpaid principal balance of such Mortgage Loan, to the related Mortgagor,
unless and until: (i) the Master Servicer has so notified the Controlling Class
Representative (if any) in writing and has provided the Controlling Class
Representative with any written or electronic information in the Master
Servicer's possession regarding such Mortgage Loan or the related Mortgaged
Property that the Controlling Class Representative may reasonably request within
10 days of receiving such written notice; and (ii) the Controlling Class
Representative has consented to such release of any such earn-out Reserve Funds
or return of any such related letter of credit (such consent to be deemed given
if the Controlling Class Representative does not object in writing to such
release of any such earn-out Reserve Funds or return of any such letter of
credit within five days after receiving such additional information from the
Master Servicer (or, if it did not request additional information, within five
days after receiving such notice)). Notwithstanding the foregoing, if the
Controlling Class Representative withholds its consent or has not consented to
the Master Servicer's releasing any earn-out Reserve Funds or returning any
related letter of credit, the Master Servicer shall act to release any earn-out
Reserve Funds or return any related letter of credit without regard to any lack
of consent or denial thereof by the Controlling Class Representative, if the
Master Servicer has determined, in its reasonable, good faith judgment, that
failure to do so would cause the Master Servicer to violate the Servicing
Standard or act in contravention of the related Loan documents.

     SECTION 3.04. Pool 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 "Pool Custodial Account"), in which the amounts
described in clauses (i) through (ix) below (which shall not include any amounts
allocable to the Westfield Shoppingtown Meriden Companion Loan) shall be
deposited and held on behalf of the Trustee in trust for the benefit of the
Certificateholders. The Pool Custodial Account shall be an Eligible Account. The
Master Servicer shall deposit or cause to be deposited in the Pool 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

                                      -85-
<PAGE>

required hereunder, the following payments and collections received or made by
the Master Servicer or on its behalf subsequent to the Cut-off Date (other than
in respect of principal and interest on the Mortgage Loans due and payable on or
before the Cut-off Date, which amounts shall be delivered promptly to the
Depositor or its designee, with negotiable instruments endorsed as necessary and
appropriate without recourse, and other than amounts required to be deposited in
the Defeasance Deposit Account), or 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 and late
     payment charges received in respect of any Mortgage Loan;

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

         (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 Pool 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 or a master
     single interest policy;

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

         (viii) any amounts required to be transferred from the Special Reserve
     Account pursuant to Section 2.03(e); and

         (ix) 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;

provided that any amounts described in clauses (i) through (iv), (vi), (vii) and
(ix) above that relate to the Westfield Shoppingtown Meriden Mortgage Loan or
any related REO Property (other than Liquidation Proceeds derived from the sale
of the Westfield Shoppingtown Meriden Mortgage Loan to or through the Westfield
Shoppingtown Meriden Companion Loan Noteholder pursuant to the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement or as a Defaulted
Mortgage Loan pursuant to Section 3.18) shall be deposited in the Westfield
Shoppingtown Meriden Custodial Account, and, in

                                      -86-
<PAGE>

any such case, shall thereafter be transferred to the Pool Custodial Account as
provided in Section 3.05A.

     The foregoing requirements for deposit in the Pool 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 not expressly referred to
in the prior paragraph need not be deposited by the Master Servicer in the Pool
Custodial Account. If the Master Servicer shall deposit in the Pool Custodial
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Pool Custodial Account, any provision herein to
the contrary notwithstanding. The Master Servicer shall promptly deliver to the
Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(d), all assumption fees and assumption application fees (or
the applicable portions thereof) and other transaction fees received by the
Master Servicer to which the Special Servicer is entitled pursuant to such
section upon receipt of a written statement (on which the Master Servicer is
entitled to rely) of a Servicing Officer of the Special Servicer describing the
item and amount (unless pursuant to this Agreement it is otherwise clear that
the Special Servicer is entitled to such amounts, in which case a written
statement is not required). The Pool 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 (ix) above with respect to any Mortgage Loan (other than the Westfield
Shoppingtown Meriden Mortgage Loan), the Special Servicer shall promptly, but in
no event later than one Business Day after receipt, remit such amounts to the
Master Servicer for deposit into the Pool 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 (other than an REO
Property that relates to the Westfield Shoppingtown Meriden Loan Pair) shall be
deposited by the Special Servicer into the Pool REO Account and thereafter
remitted to the Master Servicer for deposit into the Pool Custodial Account as
and to the extent provided in Section 3.16(c).

     If and when any Mortgagor under a Defeasance Loan elects to defease all or
any part of its 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 and, in the
case of the Westfield Shoppingtown Meriden Loan Pair, the Westfield Shoppingtown
Meriden Companion Loan Noteholder, to secure payment on the related Defeasance
Loan. The Defeasance Deposit Account shall be an

                                      -87-
<PAGE>

Eligible Account. To the extent permitted by law or the applicable Defeasance
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 Loan(s).

     (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. The Collection Account shall be an Eligible Account. 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.

     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 the Trustee that are required by the terms of this
Agreement to be deposited therein.

     In the event that the Master Servicer fails, on any P&I Advance Date or
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
P&I Advance Date or Master Servicer Remittance Date, as the case may be, to but
not including the related Distribution Date.

     On the Master Servicer Remittance Date in March of each year (commencing in
March 2002), 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.

     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"), which may be a sub-account of
the Collection Account, to be held in trust for the benefit of the
Certificateholders. 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

                                      -88-
<PAGE>

with respect to each Interest Reserve Mortgage Loan, an amount equal to the
Interest Reserve Amount, if any, in respect of such Interest Reserve Mortgage
Loan for such Distribution Date.

     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. 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. 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 Pool 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.

     (e) Funds in the Pool 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 Pool Custodial Account as of the Closing Date and of the new location of the
Pool Custodial Account prior to any change thereof. As of the Closing Date, the
Collection Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account shall be located at the Trustee's offices in Chicago, Illinois.
The Trustee shall give notice to the Master Servicer, the Special Servicer and
the Rating Agencies of any change in the location of the Collection Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account prior to any
change thereof.

     SECTION 3.04A. Westfield Shoppingtown Meriden Custodial Account.

     (a) The Master Servicer shall establish and maintain, with respect to the
Westfield Shoppingtown Meriden Loan Pair, one or more separate accounts (the
"Westfield Shoppingtown Meriden Custodial Account,") in which the amounts
described in clauses (i) through (ix) below shall be deposited and held in trust
for the benefit of the holders of the Mortgage Notes for the Westfield
Shoppingtown Meriden Loan Pair, as their interests may appear. The Westfield
Shoppingtown Meriden Custodial Account shall be an Eligible Account. The Master
Servicer shall deposit or cause to be deposited in the Westfield Shoppingtown
Meriden Custodial Account, within one Business Day of receipt (in the case of
payments or other collections on the Westfield Shoppingtown Meriden Loan Pair)
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 Westfield
Shoppingtown Meriden Loan Pair due and payable on or before the Cut-off Date,
which payments shall be held pursuant to the terms of the Westfield Shoppingtown
Meriden Co-

                                      -89-
<PAGE>

Lender and Servicing Agreement, and other than amounts required to be deposited
in the Defeasance Deposit Account):

         (i) all payments on account of principal of the Westfield Shoppingtown
     Meriden Loan Pair, 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 Westfield Shoppingtown
     Meriden Loan Pair, 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 and/or late
     payment charges received in respect of the Westfield Shoppingtown Meriden
     Loan Pair;

         (iv) all Insurance Proceeds and Liquidation Proceeds received in
     respect of the Westfield Shoppingtown Meriden Loan Pair (other than
     Liquidation Proceeds derived from the sale of the Westfield Shoppingtown
     Meriden Mortgage Loan to or through the Westfield Shoppingtown Meriden
     Companion Loan Noteholder pursuant to the Westfield Shoppingtown Meriden
     Co-Lender and Servicing Agreement or as a Defaulted Mortgage Loan pursuant
     to Section 3.18);

         (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 Westfield Shoppingtown Meriden
     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 with
     respect to the Westfield Shoppingtown Meriden Loan Pair resulting from a
     deductible clause in a blanket hazard policy;

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

         (viii) insofar as they do not constitute Escrow Payments, any amounts
     paid by the related Mortgagor with respect to the Westfield Shoppingtown
     Meriden Loan Pair specifically to cover items for which a Servicing Advance
     has been made; and

         (ix) any P&I Advances required to be made by the Master Servicer with
     respect to the Westfield Shoppingtown Meriden Loan Pair in accordance with
     Section 4.03A.

     The foregoing requirements for deposit in the Westfield Shoppingtown
Meriden Custodial Account shall be exclusive. Notwithstanding the foregoing,
actual payments from the related Mortgagor in respect of the Westfield
Shoppingtown Meriden Loan Pair in the nature of Escrow Payments, Reserve Funds,
assumption fees, assumption application fees, funds representing such


                                      -90-
<PAGE>

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 not expressly referred to in the prior paragraph need
not be deposited by the Master Servicer in the Westfield Shoppingtown Meriden
Custodial Account. If the Master Servicer shall deposit into the Westfield
Shoppingtown Meriden Custodial Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Westfield Shoppingtown
Meriden Custodial Account, any provision herein to the contrary notwithstanding.
The Master Servicer shall promptly deliver to the Special Servicer, as
additional special servicing compensation in accordance with Section 3.11(d),
all assumption fees and assumption application fees (or the applicable portions
thereof) and other transaction fees received by the Master Servicer with respect
to the Westfield Shoppingtown Meriden Loan Pair, 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 Westfield
Shoppingtown Meriden 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 the Westfield Shoppingtown Meriden Loan Pair,
the Special Servicer shall promptly, but in no event later than one Business Day
after receipt, remit such amounts to the Master Servicer for deposit into the
Westfield Shoppingtown Meriden 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 that relates to the Westfield Shoppingtown Meriden
Loan Pair shall initially be deposited by the Special Servicer into the
Westfield Shoppingtown Meriden REO Account and thereafter remitted to the Master
Servicer for deposit into the Westfield Shoppingtown Meriden Custodial Account,
all in accordance with Section 3.16(c).

     (b) If and when the related Mortgagor elects to defease the Westfield
Shoppingtown Meriden Loan Pair, the provisions of the last paragraph of Section
3.04(a) relating to the Defeasance Deposit Account shall apply.

     (c) The Master Servicer shall give notice to the Trustee, the Westfield
Shoppingtown Meriden Companion Loan Noteholder and the Special Servicer of the
location of the Westfield Shoppingtown Meriden Custodial Account when first
established and of the new location of such Custodial Account prior to any
change thereof.



                                      -91-
<PAGE>

     SECTION 3.05. Permitted Withdrawals From the Pool 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
Pool 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 any
     Mortgage Loan or REO Mortgage Loan (other than the Westfield Shoppingtown
     Meriden Mortgage Loan or any related REO Mortgage Loan), 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 P&I Advance (other than Nonrecoverable Advances, which are
     reimbursable pursuant to clause (vii) below) being limited to amounts 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 Loan as to which
     such P&I Advance was made;

         (iii) to pay to itself earned and unpaid Master Servicing Fees in
     respect of each Mortgage Loan and REO Mortgage Loan (other than the
     Westfield Shoppingtown Meriden Mortgage Loan or any related REO Mortgage
     Loan); the Master Servicer's right to payment pursuant to this clause (iii)
     with respect to any Mortgage Loan or REO Loan being limited to amounts
     received on or in respect of such Mortgage Loan (whether in the form of
     payments, Liquidation Proceeds or Insurance Proceeds) or such REO Loan
     (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
     Proceeds) that are allocable as a recovery of interest thereon;

         (iv) to pay (A) to the Special Servicer, out of general collections on
     the Mortgage Loans and any REO Properties, earned and unpaid Special
     Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
     Mortgage Loan (other than, if applicable, the Westfield Shoppingtown
     Meriden Mortgage Loan or any related REO Mortgage Loan), and (B) to itself,
     out of general collections on the Mortgage Loans and REO Properties, any
     Master Servicing Fee earned in respect of any Mortgage Loan or REO Mortgage
     Loan (other than the Westfield Shoppingtown Meriden Mortgage Loan or any
     related 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
     Pool Custodial Account of all amounts received in connection therewith;

         (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 (other than the Westfield Shoppingtown
     Meriden Mortgage Loan or any related REO Mortgage Loan), as applicable, in
     the amounts and from the sources specified in Section 3.11(c);


                                      -92-
<PAGE>

         (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 (other than the
     Westfield Shoppingtown Meriden Mortgage Loan or any related 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 payments made by the
     related Mortgagor that are allocable to such Servicing Advance, or to
     Liquidation Proceeds (net of Liquidation Fees payable therefrom), 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
     Loans and any REO Properties, for any unreimbursed Advances (other than
     unreimbursed P&I Advances with respect to the Westfield Shoppingtown
     Meriden Companion Loan or any successor REO Loan) 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
     (other than with respect to the Westfield Shoppingtown Meriden Loan Pair or
     any related REO Property), 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
     permitted to be satisfied (A) first, out of Default Charges collected on or
     in respect of the related Mortgage Loan or REO Mortgage Loan, as the case
     may be, as to which the related Advance was made, as and to the extent
     contemplated by Section 3.26, and (B) then, to the extent that such Default
     Charges described in the immediately preceding clause (A) are insufficient,
     but only after such Advance has been reimbursed, out of general collections
     on the Mortgage Loans and any REO Properties if such Advance has been
     reimbursed on a prior date;

         (ix) to pay any unpaid expense that would otherwise become an
     Additional Trust Fund 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), such payment to be made
     out of Default Charges collected on or in respect of the related Mortgage
     Loan or REO Mortgage Loan, as to which such expense was incurred, and as to
     the extent contemplated by Section 3.26.

         (x) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, for 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); provided
     that, in the case of the Westfield Shoppingtown Meriden Mortgaged Property,
     such payment is to be made only to the extent that it would not ultimately
     be payable out of collections on or in respect of the Westfield
     Shoppingtown Meriden Loan Pair;

         (xi) 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 Pool Custodial Account as provided in Section
     3.06(b), but only to the extent of the Net Investment Earnings with respect
     to the Pool Custodial Account for any Collection Period, (B)

                                      -93-
<PAGE>

     Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net
     Default Charges that accrued in respect of Mortgage Loans that are not
     Specially Serviced Mortgage Loans, and to pay the Special Servicer, as
     additional special servicing compensation in accordance with Section
     3.11(d), Net Default Charges that accrued in respect of Specially Serviced
     Mortgage Loans and REO Mortgage Loans; provided that, except for subclause
     (A) of this clause (xi), payments pursuant to this clause (xi) shall not
     relate to the Westfield Shoppingtown Meriden Loan Pair;

         (xii) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, for the cost of an independent appraiser or other expert in
     real estate matters retained pursuant to Section 3.09(a), 3.11(h) or
     4.03(c); provided that, in the case of the Westfield Shoppingtown Meriden
     Mortgaged Property, such payment is to be made only to the extent that it
     would not ultimately be payable out of collections on or in respect of the
     Westfield Shoppingtown Meriden Loan Pair;

         (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
     Loans and any REO Properties, any amounts payable to any such Person
     pursuant to Section 6.03; provided that such payment does not relate solely
     to the Westfield Shoppingtown Meriden Companion Loan.

         (xiv) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, 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, (C) the cost of recording this Agreement in accordance
     with Section 11.02(a) and (D) 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;

         (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;

         (xvi) to pay, in accordance with Section 3.11(i), out of general
     collections on the Mortgage Loans and any REO Properties, any servicing
     expenses, that would, if advanced, constitute Nonrecoverable Servicing
     Advances (other than servicing expenses that relate solely to the Westfield
     Shoppingtown Meriden Companion Loan or any related REO Loan);

         (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 Pool Custodial Account at the
     termination of this Agreement pursuant to Section 9.01.


                                      -94-
<PAGE>

     The Master Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, in connection
with any withdrawal from the Pool 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 Pool 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 pursuant to this Agreement it is otherwise clear
that the Special Servicer, the Trustee or the Fiscal Agent, as the case may be,
is entitled to such amounts, 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 and property-by-property
basis, for the purpose of justifying any request for withdrawal from the Pool
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 and property-by-property basis, for the purpose of
justifying any request for withdrawal from the Pool 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 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 Loans and any REO Properties, any
     amounts payable or reimbursable to any such Person pursuant to Section
     7.01(b) and/or Section 8.05, as applicable;

         (iii) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, for the cost of the Opinions of Counsel sought by the
     Trustee or the Tax Administrator (A) as provided in clause (v) of the
     definition of "Disqualified Organization", (B) as contemplated by Sections
     9.02(a)(i), 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 Loans and any
     REO Properties, 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 Loans and any REO Properties, any amounts reimbursable to it
     pursuant to Section 10.01(f) or Section 10.02(b);


                                      -95-
<PAGE>

         (vi) to pay the Master Servicer any amounts deposited by the Master
     Servicer in the Collection Account in error;

         (vii) to transfer Interest Reserve Amounts in respect of the Interest
     Reserve Mortgage Loans 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.

     (c) On each Master Servicer Remittance Date in March (commencing in March
2002), 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 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 next 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 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 3.05A. Permitted Withdrawals From the Westfield Shoppingtown
                    Meriden Custodial Account.

     The Master Servicer may, from time to time, make withdrawals from the
Westfield Shoppingtown Meriden Custodial Account, for any of the following
purposes (the order set forth below not constituting an order of priority for
such withdrawals):

         (i) to make remittances on the Westfield Shoppingtown Meriden Loan Pair
     Remittance Date to the Westfield Shoppingtown Meriden Companion Loan
     Noteholder and to the Trust in accordance with Section 4.01 of the
     Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement, such
     remittances to the Trust to be made into the Pool Custodial Account;

         (ii) to reimburse, first, the Fiscal Agent, second, the Trustee, third,
     the Westfield Shoppingtown Meriden Fiscal Agent, fourth, the Westfield
     Shoppingtown Meriden Trustee, and last, itself, in that order, for
     unreimbursed P&I Advances made by such party (with its own funds) with
     respect to the Westfield Shoppingtown Meriden Loan Pair, any such party's
     rights to reimbursement pursuant to this clause (ii) with respect to any
     P&I Advance being limited to amounts 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 Loan in the Westfield Shoppingtown Meriden Loan Pair as to which
     such P&I Advance was made;

                                      -96-
<PAGE>

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
     respect to the Westfield Shoppingtown Meriden Loan Pair (or any successor
     REO Loans), the Master Servicer's right to payment pursuant to this clause
     (iii) with respect to either Loan (or any successor REO Loan) in the
     Westfield Shoppingtown Meriden Loan Pair being limited to amounts received
     on or in respect of such Loan (or successor REO Loan) that are allocable as
     a recovery of interest thereon;

         (iv) to reimburse, first, the Fiscal Agent, second, the Trustee, third,
     the Westfield Shoppingtown Meriden Fiscal Agent, fourth, the Westfield
     Shoppingtown Meriden Trustee, and last, itself, in that order, for any
     unreimbursed P&I Advances made by such party (with its own funds) with
     respect to the Westfield Shoppingtown Meriden Loan Pair that such party has
     determined are Nonrecoverable Advances, such party's rights to
     reimbursement pursuant to this clause (iv) with respect to any P&I Advance
     being limited to amounts received in respect of the particular Loan in the
     Westfield Shoppingtown Meriden Loan Pair as to which such P&I Advance was
     made;

         (v) to pay to the Special Servicer earned and unpaid Special Servicing
     Fees in respect of the Westfield Shoppingtown Meriden Loan Pair while
     either Loan in the Westfield Shoppingtown Meriden Loan Pair constitutes a
     Specially Serviced Loan and after the related Mortgaged Property becomes an
     REO Property;

         (vi) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in
     respect of the Westfield Shoppingtown Meriden Loan Pair in the amounts and
     from the sources specified in Section 3.11(c);

         (vii) to reimburse first, the Fiscal Agent, second, the Trustee, third,
     the Westfield Shoppingtown Meriden Fiscal Agent, fourth, the Westfield
     Shoppingtown Meriden Trustee, fifth, itself and, last, the Special
     Servicer, in that order, for any unreimbursed Servicing Advances made
     thereby with respect to the Westfield Shoppingtown Meriden Loan Pair or any
     related REO Property, any such party's respective rights to reimbursement
     pursuant to this clause (vii) with respect to any Servicing Advance being
     limited to payments made by the related Mortgagor that are allocable to
     such Servicing Advance, or to Liquidation Proceeds (net of Liquidation Fees
     payable therefrom), 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;

         (viii) to pay first, the Fiscal Agent, second, the Trustee, third, the
     Westfield Shoppingtown Meriden Fiscal Agent, fourth, the Westfield
     Shoppingtown Meriden Trustee, fifth, itself and, last, the Special
     Servicer, in that order, any interest accrued on any Advance made thereby
     with respect to the Westfield Shoppingtown Meriden Loan Pair or any related
     REO Property, any such party's respective right to payment pursuant to this
     clause (viii) with respect to interest on any Advance being permitted to be
     satisfied (A) out of Default Charges collected on or in respect of the
     Westfield Shoppingtown Meriden Loan Pair, and (B) to the extent that the
     Default Charges described in the immediately preceding clause (A) are
     insufficient, but only after such Advance has been reimbursed, out of any
     other collections on or in respect of the Westfield Shoppingtown Meriden
     Loan Pair; provided that interest on P&I Advances made with

                                      -97-
<PAGE>

     respect to the Westfield Shoppingtown Meriden Companion Loan may be paid
     pursuant to this clause (viii) solely from Default Charges collected on or
     in respect of the Westfield Shoppingtown Meriden Companion Loan;

         (ix) to pay for (A) costs and expenses incurred with respect to the
     Westfield Shoppingtown Meriden Mortgaged Property 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 costs and
     expenses of obtaining appraisals of the Westfield Shoppingtown Meriden
     Mortgaged Property pursuant to Section 3.11(h) or 4.03A(c) and (C) the fees
     of any Independent Contractor retained with respect to any related REO
     Property pursuant to Section 3.17A(d) (to the extent that it has not paid
     itself such fees prior to remitting collections on such REO Property to the
     Special Servicer);

         (x) 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 Westfield Shoppingtown Meriden Custodial Account as
     provided in Section 3.06(b), but only to the extent of the Net Investment
     Earnings with respect to the Westfield Shoppingtown Meriden Custodial
     Account for any Collection Period and (B) Default Charges actually
     collected that accrued in respect of the Westfield Shoppingtown Meriden
     Companion Loan during a period that it was not a Specially Serviced Loan
     and the Westfield Shoppingtown Meriden Mortgaged Property was not an REO
     Property (to the extent such Default Charges were not applied to offset
     interest on Advances pursuant to clause (viii)(A) above), and to pay the
     Special Servicer, as additional special servicing compensation in
     accordance with Section 3.11(d), Default Charges actually collected that
     accrued in respect of the Westfield Shoppingtown Meriden Companion Loan
     during a period that it was a Specially Serviced Loan or the Westfield
     Shoppingtown Meriden Mortgaged Property was an REO Property (to the extent
     such Default Charges were not applied to offset interest on Advances
     pursuant to clause (viii)(A) above);

         (xi) to pay itself, the Special Servicer, or any of their respective
     members, managers, directors, officers, employees and agents, as the case
     may be, any amounts payable to any such Person pursuant to Section 6.03, to
     the extent such amounts relate to the Westfield Shoppingtown Meriden Loan
     Pair;

         (xii) to pay for the cost of recording the Westfield Shoppingtown
     Meriden Co-Lender and Servicing Agreement and any required opinion of
     counsel related thereto and, to the extent applicable pursuant to Section
     11.02(a), the allocable portion of the cost of the Opinion of Counsel
     contemplated by Section 11.02(a); and

         (xiii) to clear and terminate such Custodial Account at the termination
     of this Agreement pursuant to Section 9.01.

     The Master Servicer shall keep and maintain separate accounting records in
connection with any withdrawal from the Westfield Shoppingtown Meriden Custodial
Account, pursuant to clauses (ii) through (xii) above.

     The Master Servicer shall pay to each of the Special Servicer (or to third
party contractors at the direction of the Special Servicer), the Westfield
Shoppingtown Meriden Fiscal Agent, the Westfield Shoppingtown Meriden Trustee,
the Trustee and the Fiscal Agent, as applicable, from the

                                      -98-
<PAGE>

Westfield Shoppingtown Meriden Custodial Account, amounts permitted to be paid
thereto from such account promptly upon receipt of a written statement of a
Servicing Officer of the Special Servicer or a Responsible Officer of the
Westfield Shoppingtown Meriden Fiscal Agent, the Westfield Shoppingtown Meriden
Trustee, the Trustee or the Fiscal Agent, as the case may be, describing the
item and amount to which the Special Servicer (or such third party contractor),
the Westfield Shoppingtown Meriden Fiscal Agent, the Westfield Shoppingtown
Meriden Trustee, the Trustee or the Fiscal Agent, as the case may be, is
entitled. 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, the Westfield Shoppingtown Meriden Fiscal Agent, the Westfield
Shoppingtown Meriden Trustee, the Trustee and the Fiscal Agent shall each keep
and maintain separate accounting for the purpose of justifying any request for
withdrawal from the Westfield Shoppingtown Meriden Custodial Account, on a
loan-by-loan basis.

     SECTION 3.06. Investment of Funds in the Servicing Accounts, the Reserve
                   Accounts, the Defeasance Deposit Account, the Custodial
                   Accounts and the REO Accounts.

     (a) The Master Servicer may direct in writing any depository institution
maintaining a Servicing Account, a Reserve Account, the Defeasance Deposit
Account or a 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 an 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) and, in the case of a Permitted Investment in any
Investment Account solely related to the Westfield Shoppingtown Meriden Loan
Pair, the Westfield Shoppingtown Meriden Companion Loan Noteholder. The Master
Servicer (with respect to Permitted Investments of amounts in the Servicing
Accounts, the Reserve Accounts, the Defeasance Deposit Account and the Custodial
Accounts) and the Special Servicer (with respect to Permitted Investments of
amounts in the REO Accounts), on behalf of the Trustee and, in the case of any
Investment Account solely related to the Westfield Shoppingtown Meriden Loan
Pair, the Westfield Shoppingtown Meriden Companion Loan Noteholder, 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 either a "certificated security"
or an "uncertificated security". For purposes of this Section 3.06(a), the terms
"entitlement holder", "security entitlement", "control", "certificated security"
and "uncertificated security" shall have the meanings given such terms in
Revised Article 8 (1994 Revision) of the UCC, and "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 and, in the case of any Investment Account solely related
to the Westfield Shoppingtown Meriden Loan Pair, the Westfield Shoppingtown
Meriden Companion Loan Noteholder, for purposes of Revised Article 8 (1994
Revision) of the UCC. If amounts on deposit in an Investment Account are at

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any time invested in a Permitted Investment payable on demand, the Master
Servicer (in the case of the Custodial Accounts, the Servicing Accounts, the
Reserve Accounts and the Defeasance Deposit Account), the Trustee (in the case
of the Collection Account and the Interest Reserve Account) or the Special
Servicer (in the case of the REO Accounts) 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 Accounts, 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), 3.05(a) or 3.05A, as applicable. Whether or not the
Special Servicer directs the investment of funds in either of the REO Accounts,
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 Accounts) and the Special
Servicer (in the case of the REO Accounts) shall promptly deposit therein from
its own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, for such Investment Account for such Collection Period.
Notwithstanding any of the foregoing provisions of this Section 3.06, no party
shall be required under this Agreement to deposit any loss on a deposit of funds
in an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust
company with which such deposit was maintained so long as such depository
institution or trust company satisfied the conditions set forth in the
definition of "Eligible Account" at the time such deposit was made and also as
of a date no earlier than 30 days prior to the insolvency.

     (c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
Certificateholders entitled to a majority of the Voting Rights allocated to a
Class, shall take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.

                                     -100-
<PAGE>

     (d) Amounts on deposit in the Excess Liquidation Proceeds Account shall
remain uninvested.

     (e) 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.

     (a) The Master Servicer (with respect to Loans that are not Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced
Loans) shall, consistent with the Servicing Standard, cause to be maintained for
each Mortgaged Property all insurance coverage as is required under the related
Mortgage; 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 "A3" from Moody's (if
then rated by Moody's, and if not rated by Moody's, then at least "A:VIII" or
better from A.M. Best Company) 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). 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. The Westfield Shoppingtown Meriden Companion Loan
Noteholder may request that earthquake insurance, to the extent such insurance
may reasonably be obtained, be secured for the Westfield Shoppingtown Meriden
Mortgaged Property at the expense of the Westfield Shoppingtown Meriden
Companion Loan Noteholder. Subject to Section 3.17(a), the Special Servicer, in
accordance with the Servicing Standard, shall also cause to be maintained for
each REO Property no less insurance coverage than was previously required of the
Mortgagor under the related Mortgage; provided that 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 "A3" from Moody's 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 Loans,
including Specially Serviced 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

                                     -101-
<PAGE>

related Mortgage and the Servicing Standard) shall be deposited in the
applicable Custodial Account in accordance with Section 3.04(a) or 3.04A(a), as
the case may be, in the case of amounts received in respect of a Loan, or in the
applicable 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 Loan or REO 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 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 "A3 from Moody's (if then rated by
Moody's, and if not then rated by Moody's, then at least "A:VIII" from A.M. Best
Company) 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), and (ii) provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer, as the
case may be, shall conclusively be deemed to have satisfied its obligation to
cause hazard insurance to be maintained on the related Mortgaged Properties
and/or REO Properties. Such blanket policy may contain a deductible clause (not
in excess of a customary amount), in which case the Master Servicer or the
Special Servicer, as appropriate, shall, if there shall not have been maintained
on the related Mortgaged Property or REO Property an individual hazard insurance
policy complying with the requirements of Section 3.07(a), and there shall have
been one or more losses that would have been covered by such individual policy,
promptly deposit into the Pool Custodial Account (or, in the case of a Mortgaged
Property that secures the Westfield Shoppingtown Meriden Loan Pair, into the
Westfield Shoppingtown Meriden Custodial Account) from its own funds the amount
not otherwise payable under the blanket policy because of such deductible clause
to the extent that any such deductible exceeds the deductible limitation that
pertained to the related 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 or, in the case of the Westfield Shoppingtown
Meriden Mortgaged Property, on behalf of itself and the Westfield Shoppingtown
Meriden Companion Loan Noteholder, claims under any such blanket policy in a
timely fashion in accordance with the terms of such policy.

     If the Master Servicer shall cause any Mortgaged Property or the Special
Servicer shall cause any REO Property to be covered by a master single interest
insurance policy naming the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trustee as the loss payee or insured, as
applicable, then to the extent such policy (i) is obtained from a Qualified
Insurer that possesses (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 "A3" from Moody's (if then rated by Moody's,
and if not then rated by Moody's, then at least "A:VIII" from A.M. Best Company)
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) and (ii) provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer, as
applicable, shall conclusively

                                     -102-
<PAGE>

be deemed to have satisfied its obligation to cause such insurance to be
maintained on such Mortgaged Property (in the case of the Master Servicer) or
REO Property (in the case of the Special Servicer). If the Master Servicer shall
cause any Mortgaged Property as to which the related Mortgagor has failed to
maintain the required insurance coverage, or the Special Servicer shall cause
any REO Property, to be covered by such master single interest insurance policy,
then the incremental costs of such insurance applicable to such Mortgaged
Property or REO Property (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgaged Property or REO Property is
covered thereby) paid by the Master Servicer or the Special Servicer, as
applicable, shall constitute a Servicing Advance. The Master Servicer shall,
consistent with the Servicing Standard and the terms of the related Loan
documents, pursue the related Mortgagor for the amount of such incremental
costs. All other costs associated with any such master single interest insurance
policy (including, any minimum or standby premium payable for such policy) shall
be borne by the Master Servicer or Special Servicer, as the case may be, without
right of reimbursement. Such master single interest policy may contain a
deductible clause (not in excess of a customary amount), in which case the
Master Servicer or the Special Servicer, as appropriate, shall, if there shall
not have been maintained on the related Mortgaged Property or REO Property an
individual hazard insurance policy complying with the requirements of Section
3.07(a), and there shall have been one or more losses that would have been
covered by such individual policy, promptly deposit into the Pool Custodial
Account from its own funds the amount not otherwise payable under the master
single interest policy because of such deductible clause to the extent that any
such deductible exceeds the deductible limitation that pertained to the related
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 Certificateholders,
claims under any such master single interest 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 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 "A3" from Moody's (if then rated by Moody's, and if not rated by Moody's,
then at least "A:VIII" from A.M. Best Company) 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), 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 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 "A3" from Moody's (if then rated by Moody's, and

                                     -103-
<PAGE>

if not rated by Moody's, then at least "A-:VIII" from A.M. Best Company) 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), 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 (or,
in the case of the initial Master Servicer and Special Servicer, their
respective direct or indirect parent), are rated at least "A2" from Moody's (if
then rated by Moody's, and if not then rated by Moody's, then an equivalent
rating by at least one additional nationally recognized statistical rating
agency besides Fitch) and "A" 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 Moody's) (or, in the
case of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event, as evidenced in writing by such Rating Agency), such Person may
self-insure with respect to the risks described in this Section 3.07(c).

     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 Loan (other than a Specially
Serviced 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 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), Section 6.11 and Section
6.11A, grant consent to any such request for such transfer and/or assumption in
accordance with the terms of the 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 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 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

                                     -104-
<PAGE>

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, each Rating Agency and, in the
case of the Westfield Shoppingtown Meriden Loan Pair, the Westfield Shoppingtown
Meriden Companion Loan Noteholder, 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. The Master Servicer shall be
entitled (as additional servicing compensation) to 50% of each assumption fee
and 100% of each assumption application fee and each other applicable fee, for
approving a transfer of a Mortgaged Property or an interest in a Mortgagor
collected from a Mortgagor in connection with an assumption or substitution
agreement executed pursuant to this Section 3.08(a) or a transfer of interest in
a Mortgagor approved pursuant to this Section 3.08(a), and the Special Servicer
shall be entitled (as additional special servicing compensation) to the
remaining 50% of each such assumption fee; provided that no such fees shall be
payable to the Master Servicer or Special Servicer in respect of the Carrier
Towne Crossing II Mortgage Loan in respect of an assumption that involves the
specified transferee entity identified in the related Loan documents, which
provide that such fees are to be paid to the UBS Mortgage Loan Seller (and such
fees, if received by the Master Servicer, shall be immediately forwarded to the
UBS Mortgage Loan Seller). Subject to the terms of the related Mortgage 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 Loan shall be made or transfer
of interest in a Mortgagor approved, unless all costs in connection with seeking
Rating Agency confirmation in respect of such assumption or transfer are paid by
the related Mortgagor; provided that, if and to the extent that Rating Agency
confirmation is required by the related Loan documents in connection with an
assumption, but the costs associated therewith are not collected from the
related Mortgagor, such unpaid costs shall be satisfied by the Master Servicer
out of its own funds without right of reimbursement from the Trust Fund.

     (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 Trust (and, with respect
to the Westfield Shoppingtown Meriden Loan Pair, the Westfield Shoppingtown
Meriden Companion Loan Noteholder), and not the Master Servicer, shall, to the
extent permitted by applicable law, enforce such restrictions, unless the
Special Servicer has determined, in its reasonable, good faith judgment, that
waiver of such restrictions would be in accordance with the Servicing Standard
(as evidenced by an Officer's Certificate setting forth the basis for such
determination delivered, together with a Review Package in respect thereof, to
the Trustee, the Master Servicer, each Rating Agency and, with respect to the
Westfield Shoppingtown Meriden Loan Pair, the Westfield Shoppingtown Meriden
Companion Loan Noteholder); provided that any such waiver of such restrictions
shall be subject to Section 3.08(d), Section 6.11 and Section 6.11A. If the
Master Servicer receives a request for consent to a transfer and assumption of a
Specially Serviced 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 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 Loan and substitute as

                                     -105-
<PAGE>

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, each Rating Agency and, with respect to the Westfield Shoppingtown
Meriden Loan Pair, the Westfield Shoppingtown Meriden Companion Loan Noteholder,
of any assumption or substitution agreement executed pursuant to this Section
3.08(b) and shall forward thereto a copy of such agreement. The Special Servicer
shall be entitled (as additional special servicing compensation) to 100% of any
assumption fee and/or assumption application fee collected from a Mortgagor in
connection with an assumption or substitution agreement executed pursuant to
this Section 3.08(b); provided that no such fees shall be payable to the Special
Servicer in respect of the Carrier Towne Crossing II Mortgage Loan in respect of
an assumption that involves the specified transferee entity identified in the
related Loan documents, which provide that such fees are to be paid to the UBS
Mortgage Loan Seller (and such fees, if received by the Special Servicer, shall
be immediately forwarded to the UBS Mortgage Loan Seller). Subject to the terms
of the related Mortgage 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 Loan shall
be made unless all costs in connection with seeking Rating Agency confirmation
in respect of such assumption or transfer are paid by the related Mortgagor;
provided that, if and to the extent that Rating Agency confirmation is required
by the related Mortgage Loan documents in connection with an assumption, but the
costs associated therewith are not collected from the related Mortgagor, such
unpaid costs shall be satisfied by the Special Servicer out of its own funds
without right of reimbursement from the Trust Fund.

     (c) With respect to all Loans, the Special Servicer on behalf of the
Trustee as the mortgagee of record and, with respect to the Westfield
Shoppingtown Meriden Loan Pair, on behalf of the Westfield Shoppingtown Meriden
Companion Loan Noteholder, 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, each Rating Agency and, with
respect to the Westfield Shoppingtown Meriden Loan Pair, the Westfield
Shoppingtown Meriden Companion Loan Noteholder); provided that any such waiver
of such restrictions shall be subject to Section 3.08(d), Section 6.11 and
Section 6.11A. 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 Loan as the Special Servicer shall
reasonably require in order to consider the request. To the extent permitted by
the applicable Loan documents and applicable law, the Special Servicer may
charge the related Mortgagor a fee in connection with any enforcement or waiver
contemplated in this subsection (c).

     (d) Notwithstanding anything to the contrary contained in this Section
3.08, if the then unpaid principal balance of the subject Loan is at least equal
to $20,000,000, neither the Master

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<PAGE>

Servicer nor the Special Servicer shall waive any restrictions contained in the
related Mortgage on transfers of the related Mortgaged Property or on transfers
of interests in the related Mortgagor, unless the Master Servicer or the Special
Servicer, as the case may be, shall have received prior written confirmation
from each Rating Agency that such action would not result in an Adverse Rating
Event. In addition, notwithstanding anything to the contrary contained in this
Section 3.08, neither the Master Servicer nor the Special Servicer shall in any
event waive any restrictions contained in any Mortgage on further encumbrances
of the related Mortgaged Property, unless the Special Servicer shall have
received prior written confirmation from each Rating Agency that such action
would not result in an Adverse Rating Event. In connection with any request for
rating confirmation from a Rating Agency pursuant to this Section 3.08(d), the
Master Servicer or the Special Servicer, as the case may be, shall deliver a
Review Package to such Rating Agency. Further, subject to the terms of the
related Loan documents and applicable law, no waiver of a restriction contained
in the related Mortgage on transfers of the related Mortgaged Property or
interests in the related Mortgagor in respect of a Loan with an unpaid principal
balance of at least $20,000,000 or on further encumbrances thereof may be waived
by the Master Servicer or the Special Servicer unless all costs in connection
with seeking Rating Agency confirmation in respect of a waiver are paid by the
related Mortgagor; provided that, if and to the extent that costs associated
with seeking Rating Agency confirmation in connection with a waiver of a
restriction on transfers of the related Mortgaged Property or on transfers of
interests in the related Mortgagor are not collected from the related Mortgagor,
such unpaid costs shall be satisfied by the Master Servicer or the Special
Servicer, as applicable, out of its own funds without right of reimbursement
from the Trust Fund.

     SECTION 3.09. Realization Upon Defaulted Loans; Required Appraisals;
                   Appraisal Reduction Calculation.

     (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d), 6.11 and 6.11A, 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 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 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 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 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) or Section 3.05A, as applicable. The
Special Servicer shall be responsible, consistent with the Servicing Standard,
for determining whether to exercise any rights it may have under the
cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the Trust Fund
and, in the case of the Westfield Shoppingtown Meriden Mortgaged Property, on
behalf of the Westfield Shoppingtown Meriden Companion Loan Noteholder, to

                                     -107-
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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(e) 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 Special Servicer deems it necessary and prudent for
purposes of establishing the fair market value of any Mortgaged Property
securing a defaulted Specially Serviced 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(e), and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance. If any 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 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
prior Required Appraisal once every 12 months thereafter for so long as such
Loan or any successor REO 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, the Master Servicer and, in the
case of the Westfield Shoppingtown Meriden Mortgaged Property, the Westfield
Shoppingtown Meriden Companion Loan Noteholder, in each such case, promptly
following the Special Servicer's receipt of the subject item, and to the
Controlling Class Representative upon request, and based thereon, the Special
Servicer shall calculate and notify the Trustee, the Master Servicer, the
Controlling Class Representative and, in the case of the Westfield Shoppingtown
Meriden Loan Pair, the Westfield Shoppingtown Meriden Companion Loan Noteholder,
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 related Custodial Account pursuant to Section 3.05(a) or
Section 3.05A. At any time that any 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 (and shall be obligated
to recalculate annually thereafter)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. At any time that any Appraisal Reduction Amount exists with respect to
the Westfield Shoppingtown Meriden Loan Pair during a period that such Loan Pair
constitutes a Required Appraisal Loan, the Westfield Shoppingtown Meriden
Companion Loan Noteholder 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 Westfield Shoppingtown Meriden Companion Loan Noteholder, the
Special Servicer shall recalculate (and shall be obligated to recalculate
annually thereafter) the Appraisal Reduction Amount in respect of the

                                     -108-
<PAGE>

Westfield Shoppingtown Meriden Loan Pair based on the appraisal delivered by the
Westfield Shoppingtown Meriden Companion Loan Noteholder and notify the Trustee,
the Master Servicer and the Westfield Shoppingtown Meriden Companion Loan
Noteholder of such recalculated Appraisal Reduction Amount.

     (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer as part of the Trust Fund
(and, in the case of the Westfield Shoppingtown Meriden Mortgaged Property, on
behalf of the Westfield Shoppingtown Meriden Companion Loan Noteholder) under
such circumstances, in such manner or pursuant to such terms as would, in the
reasonable, good faith judgment of the Special Servicer (exercised in accordance
with the Servicing Standard), (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (unless the portion of such REO Property that is not treated as
"foreclosure property" and that is held by REMIC I at any given time constitutes
not more than a de minimis amount of the assets of REMIC I 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 any 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
(and, in the case of the Westfield Shoppingtown Meriden Mortgaged Property, on
behalf of the Westfield Shoppingtown Meriden Companion Loan Noteholder), 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
(and, in the case of the Westfield Shoppingtown Meriden Mortgaged Property, the
Westfield Shoppingtown Meriden Companion Loan Noteholder), could, in the
reasonable, good faith judgment of the Master Servicer or the Special Servicer,
as the case may be, 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 or Section 6.11A, as applicable, and the Special
Servicer has previously determined (as evidenced by an Officer's Certificate to
such effect delivered to the Trustee (and, in the case of the Westfield
Shoppingtown Meriden Mortgaged Property, the Westfield Shoppingtown Meriden
Companion Loan Noteholder) that shall specify all of the bases for such


                                     -109-
<PAGE>

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, the Master Servicer
and, in the case of the Westfield Shoppingtown Meriden Mortgaged Property, the
Westfield Shoppingtown Meriden Companion Loan Noteholder), that:

         (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would maximize the
     recovery on the related Loan to the Certificateholders (as a collective
     whole) (or, if the Westfield Shoppingtown Meriden Loan Pair is involved,
     would maximize the recovery on the Westfield Shoppingtown Meriden Loan Pair
     to the Certificateholders and the Westfield Shoppingtown Meriden Companion
     Loan Noteholder (as a collective whole)), on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders (or, in the case of the Westfield Shoppingtown
     Meriden Loan Pair, to Certificateholders and the Westfield Shoppingtown
     Meriden Companion Loan Noteholder) to be performed at the related Mortgage
     Rate (or, in the case of the Westfield Shoppingtown Meriden Loan Pair, at
     the weighted average of the Mortgage Rates for the Westfield Shoppingtown
     Meriden Loan Pair)) to acquire title to or possession of the Mortgaged
     Property and to take such actions as are necessary to bring the Mortgaged
     Property into compliance therewith in all material respects; and

         (ii) there are no circumstances or conditions present at the Mortgaged
     Property relating to the use, management or disposal of Hazardous Materials
     for which investigation, testing, monitoring, containment, clean-up or
     remediation could be required under any applicable environmental laws and
     regulations or, if such circumstances or conditions are present for which
     any such action could reasonably be expected to be required, that it would
     maximize the recovery on the related Loan to the Certificateholders (as a
     collective whole) (or, if the Westfield Shoppingtown Meriden Loan Pair is
     involved, would maximize the recovery on the Westfield Shoppingtown Meriden
     Loan Pair to the Certificateholders and the Westfield Shoppingtown Meriden
     Companion Loan Noteholder (as a collective whole)), on a present value
     basis (the relevant discounting of anticipated collections that will be
     distributable to Certificateholders (or, in the case of the Westfield
     Shoppingtown Meriden Loan Pair, to Certificateholders and the Westfield
     Shoppingtown Meriden Companion Loan Noteholder) to be performed at the
     related Mortgage Rate (or, in the case of the Westfield Shoppingtown
     Meriden Loan Pair, at the weighted average of the Mortgage Rates for the
     Westfield Shoppingtown Meriden Loan Pair)) 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

                                     -110-
<PAGE>

preceding paragraph, shall be payable out of the related Custodial Account
pursuant to Section 3.05 or Section 3.05A, as applicable (or, in the case of the
Westfield Shoppingtown Meriden Loan Pair, to the extent the funds in the
Westfield Shoppingtown Meriden Custodial Account are insufficient, shall be
advanced by the Master Servicer).

     (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 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 (and, if the Westfield Shoppingtown Meriden
Companion Loan is affected, the Westfield Shoppingtown Meriden Companion Loan
Noteholder), subject to Section 6.11 or Section 6.11A, as applicable, release
all or a portion of such Mortgaged Property from the lien of the related
Mortgage; provided that, if such 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 (and, if the Westfield Shoppingtown Meriden
Companion Loan is affected, the Westfield Shoppingtown Meriden Companion Loan
Noteholder) in writing of the Special Servicer's intention to so release all or
a portion of such Mortgaged Property, (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, and (iv) if the
Westfield Shoppingtown Meriden Companion Loan is affected, the Westfield
Shoppingtown Meriden Companion Loan Noteholder shall have consented thereto in
writing.

     (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee and, if the Westfield Shoppingtown Meriden Companion
Loan is affected, the Westfield Shoppingtown Meriden Companion Loan Noteholder,
monthly in writing as to any actions taken by the Special Servicer with respect
to any Mortgaged Property that represents security for a defaulted Loan as to
which the environmental testing contemplated in Section 3.09(c) above has
revealed that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied, in each case until the earlier to
occur of satisfaction of all such conditions and release of the lien of the
related Mortgage on such Mortgaged Property.

     (f) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of seeking to obtain a deficiency
judgment if the state in which the Mortgaged Property is located and the terms
of the affected 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.

                                     -111-
<PAGE>

     (h) As soon as the Special Servicer makes a Final Recovery Determination
with respect to any Loan or REO Property, it shall promptly notify the Trustee,
the Master Servicer and, if the Westfield Shoppingtown Meriden Companion Loan is
affected, the Westfield Shoppingtown Meriden Companion Loan Noteholder. 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, the Master Servicer and, in
the case of the Westfield Shoppingtown Meriden Mortgaged Property, the Westfield
Shoppingtown Meriden Companion Loan Noteholder, 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 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 (and, in the case of the
Westfield Shoppingtown Meriden Companion Loan, the Westfield Shoppingtown
Meriden Companion Loan Noteholder) 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
appropriate Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as
applicable, 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 and, in the case of the
Westfield Shoppingtown Meriden Companion Loan, the original of the Mortgage Note
for the Westfield Shoppingtown Meriden Companion Loan. Upon receipt of such
certification and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File (and, in the case of the
Westfield Shoppingtown Meriden Companion Loan, the Trustee shall cause the
Westfield Shoppingtown Meriden Companion Loan Noteholder to release the Mortgage
Note for the Westfield Shoppingtown Meriden Companion Loan) 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 any Custodial
Account.

     (b) If from time to time, and as appropriate for servicing or foreclosure
of any Loan, the Master Servicer or the Special Servicer shall otherwise require
any Mortgage File (or any portion thereof) (or the original of the Mortgage Note
for the Westfield Shoppingtown Meriden Companion Loan), 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) (and, in the case of the Westfield Shoppingtown
Meriden Companion Loan, the Trustee shall cause the Westfield Shoppingtown
Meriden Companion Loan Noteholder to release the original of the Mortgage Note
for the Westfield Shoppingtown Meriden Companion Loan) to the Master Servicer or
the Special Servicer, as the case may be. Upon return of such Mortgage File (or
such portion thereof) (or such original Mortgage Note for the Westfield
Shoppingtown Meriden Companion Loan) to the Trustee or related Custodian (or to
the Westfield Shoppingtown Meriden Companion Loan Noteholder), or the delivery
to the Trustee (or to the Westfield

                                     -112-
<PAGE>

Shoppingtown Meriden Companion Loan Noteholder) of a certificate of a Servicing
Officer of the Special Servicer stating that such 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 related Custodial Account pursuant to
Section 3.04(a) or 3.04A(a), as applicable, 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 (and, in the case of
the Westfield Shoppingtown Meriden Mortgaged Property, the Westfield
Shoppingtown Meriden Companion Loan Noteholder) 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 and, in the case of the
Westfield Shoppingtown Meriden Mortgaged Property, also on behalf of the
Westfield Shoppingtown Meriden Companion Loan Noteholder) 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 REO 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, the Special Servicer or the Westfield Shoppingtown Meriden Companion
Loan Noteholder. Together with such documents or pleadings, the Special Servicer
shall deliver to the Trustee (and, in the case of the Westfield Shoppingtown
Meriden Mortgaged Property, the Westfield Shoppingtown Meriden Companion Loan
Noteholder) 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 and, in the case of the
Westfield Shoppingtown Meriden Mortgaged Property, also on behalf of the
Westfield Shoppingtown Meriden Companion Loan Noteholder) 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) except as
relates to a Loan that the Master Servicer or the Special Servicer, as
applicable, is servicing pursuant to its respective duties herein (in which case
such servicer shall give notice to the Trustee of the initiation), 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 Loan and
REO Loan. As to each Loan and REO 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 Loan or is deemed
to accrue from time to time on such REO Loan; and (ii) be calculated on a 30/360
Basis (or, in the case

                                     -113-
<PAGE>

of the Westfield Shoppingtown Meriden Companion Loan or any related REO Loan, on
an Actual/360 Basis) (or, in the event that a Principal Prepayment in full or
other Liquidation Event shall occur with respect to a Loan or REO 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 Loan or REO 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 Loan and REO Revenues allocable as interest on
each REO Loan. The Master Servicer shall be entitled to recover unpaid Master
Servicing Fees in respect of any Loan or REO Loan out of that portion of related
Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest,
to the extent permitted by Section 3.05(a) or Section 3.05A(a), as applicable.
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 and Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to any Loan and accrued during the
time that such Loan was not a Specially Serviced Loan, (ii) 100% of each
modification fee, extension fee, earn-out fee or other fee actually paid by a
Mortgagor with respect to a modification, extension, waiver or amendment agreed
to by the Master Servicer pursuant to Section 3.20(c), in connection with any
releases of earn-out reserves or related letters of credit with respect to a
Mortgaged Property securing a non-Specially Serviced Loan, or otherwise in
connection with the servicing of such Loan (excluding Prepayment Premiums and
Yield Maintenance Charges) and (iii) subject to the provisions of Section
3.08(a) with respect to the Carrier Towne Crossing II Mortgage Loan, 50% of each
assumption fee, and 100% of each assumption application fee and each other
applicable fee, for approving a transfer of a Mortgaged Property or an interest
in a Mortgagor, in each case actually paid by a Mortgagor with respect to any
assumption or substitution agreement entered into by the Master Servicer on
behalf of the Trust (or, in the case of the Westfield Shoppingtown Meriden
Companion Loan, on behalf of the Westfield Shoppingtown Meriden Companion Loan
Noteholder) 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 are not required to be deposited in any Custodial Account.
The Master Servicer shall also be entitled to additional servicing compensation
in the form of (i) Prepayment Interest Excesses (except in the case of the
Westfield Shoppingtown Meriden Companion Loan); (ii) interest or other income
earned on deposits in the Custodial Accounts in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
each 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 Loan and each REO Loan. With respect to each Specially
Serviced Loan and REO 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

                                     -114-
<PAGE>

on the Stated Principal Balance of such Specially Serviced Loan or REO Loan, as
the case may be, outstanding immediately following the Distribution Date in such
calendar month; and (ii) be calculated on a 30/360 Basis (or, in the case of the
Westfield Shoppingtown Meriden Companion Loan or any related REO Loan, on an
Actual /360 Basis) (or, in the event that a Principal Prepayment in full or
other Liquidation Event shall occur with respect to a Specially Serviced Loan or
REO 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 to, but not including, 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 Loan or
REO Loan shall cease to accrue as of the date a Liquidation Event occurs in
respect thereof or it becomes a Corrected Loan. Earned but unpaid Special
Servicing Fees shall be payable monthly out of general collections on the
Mortgage Loans and any REO Properties (or, in the case of Special Servicing Fees
in respect of the Westfield Shoppingtown Meriden Loan Pair, solely out of
collections relating to such Loan Pair or any related REO Property) on deposit
in the appropriate Custodial Account pursuant to Section 3.05(a) or Section
3.05A(a), as applicable.

     As further compensation for its services hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Loan. As to each Corrected 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 and Additional Interest),
Prepayment Premiums and/or Yield Maintenance Charges received on such Loan for
so long as it remains a Corrected Loan; provided that no Workout Fee shall be
payable from, or based upon the receipt of, Liquidation Proceeds collected in
connection with the purchase of any such Specially Serviced Loan or REO Property
by a Controlling Class Certificateholder pursuant to Section 3.18(b), by the
Master Servicer or the Special Servicer pursuant to Section 3.18(c), by the
Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, by the
Westfield Shoppingtown Meriden Companion Loan Noteholder or its designee
pursuant to the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement, or by the Depositor pursuant to Section 2.03(a) or the UBS Mortgage
Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, in
connection with the acquisition of any Specially Serviced Loan or REO Property
in exchange for all the Certificates pursuant to Section 9.01, or in connection
with the condemnation or other governmental taking of a Mortgaged Property or
REO Property. The Workout Fee with respect to any Corrected Loan will cease to
be payable if such Corrected Loan again becomes a Specially Serviced 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 Loan again becomes a
Corrected Loan. If the Special Servicer is terminated other than for cause (and
other than as a result of an Event of Default under Sections 7.01(a)(x) or
7.01(a)(xi)) 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 Loans that became Corrected Loans during the
period that it acted as Special Servicer and were still such at the time of such
termination 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 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 Loan as to which it receives a full, partial or discounted
payoff and each Specially Serviced Loan and REO Property as to

                                     -115-
<PAGE>

which it receives Liquidation Proceeds. As to each Specially Serviced 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 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 with respect to any such Specially
Serviced Loan that becomes a Corrected Loan; and provided, further, that no
Liquidation Fee shall be payable from, or based upon the receipt of, Liquidation
Proceeds collected in connection with the purchase of any such Specially
Serviced Loan or REO Property by a Controlling Class Certificateholder pursuant
to Section 3.18(b), by the Master Servicer or the Special Servicer pursuant to
Section 3.18(c), by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01, by the Westfield Shoppingtown Meriden Companion Loan Noteholder or its
designee pursuant to the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement, or by the Depositor pursuant to Section 2.03(a) or the UBS Mortgage
Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, or
in connection with the condemnation or other governmental taking of a Mortgaged
Property or REO Property.

     Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Loan shall not be paid from the same proceeds
with respect to such Loan.

     The Special Servicer's right to receive the Special Servicing Fee, the
Workout Fee and the Liquidation Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

     (d) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Loans that accrued with respect to a
Specially Serviced Loan or an REO Loan and (ii) subject to the provisions of
Section 3.08(a) and 3.08(b) with respect to the Carrier Towne Crossing II
Mortgage Loan, all assumption fees, assumption application fees, other fees
payable for approving a transfer of a Mortgaged Property or an interest in a
Mortgagor and modification fees, extension fees, earn-out fees and other fees
(excluding Yield Maintenance Charges and Prepayment Premiums) actually collected
on the 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 any
Custodial Account pursuant to Section 3.04(a) or Section 3.04A(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 any of the REO
Accounts, if established, in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for
each Collection Period).

     (e) The Master Servicer and the Special Servicer shall each be required to
pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy or master
single interest 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 any of the Custodial Accounts or, in the case of the Special Servicer,
any of the REO Accounts, and neither the Master Servicer nor the Special
Servicer shall be entitled to reimbursement for such expenses except as
expressly provided in this Agreement.

                                     -116-
<PAGE>

     (f) If the Master Servicer or Special Servicer is required under any
provision of this Agreement to make a Servicing Advance, but neither does so
within 15 days after such Advance is required to be made, the Trustee shall, if
it has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give written notice of such failure, as
applicable, to the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer within three
Business Days after such notice is given to the Master Servicer or the Special
Servicer, as applicable, then (subject to Section 3.11(h)) the Trustee shall
make such Servicing Advance. If the Trustee fails to make any Servicing Advance
required to be made under this Agreement, then (subject to Section 3.11(h)) the
Fiscal Agent shall make such Servicing Advance within one Business Day of such
failure by the Trustee and, if so made, the Trustee shall be deemed not to be in
default under this Agreement.

     (g) The Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent shall each be entitled to receive interest at the Reimbursement Rate in
effect from time to time, compounded annually, accrued on the amount of each
Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) out of any
Default Charges collected on or in respect of the particular Loan or REO Loan as
to which such Servicing Advance relates; and (ii) to the extent that such
Default Charges are insufficient, but not before the related Advance has been
reimbursed pursuant to this Agreement, out of general collections on the
Mortgage Loans and REO Properties on deposit in the Pool Custodial Account (or,
if such Servicing Advance was made with respect to the Westfield Shoppingtown
Meriden Loan Pair, out of other amounts on deposit in the Custodial Account that
relate solely to the Westfield Shoppingtown Meriden Loan Pair). The Master
Servicer shall reimburse itself, the Special Servicer, the Trustee or the Fiscal
Agent, as appropriate and in accordance with Section 3.05(a) or Section
3.05A(a), as applicable, for any Servicing Advance as soon as practicable after
funds available for such purpose are deposited in the related 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 (and, if affected thereby,
the Westfield Shoppingtown Meriden Companion Loan Noteholder), 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(e) 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 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

                                     -117-
<PAGE>

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
Loan or an REO Property is involved) pay directly out of the Pool Custodial
Account or the Westfield Shoppingtown Meriden Custodial Account, as applicable,
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 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 Pool Custodial
Account, is in the best interests of the Certificateholders (as a collective
whole) or, in the case of the Westfield Shoppingtown Meriden Custodial Account,
is in the best interests of the Certificateholders and the Westfield
Shoppingtown Meriden Companion Loan Noteholder (as a collective whole), as
evidenced in each case by an Officer's Certificate delivered promptly to the
Trustee, the Depositor, the Controlling Class Representative and, if affected
thereby, the Westfield Shoppingtown Meriden Companion Loan Noteholder, 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 Loan
becomes a Specially Serviced Loan and annually thereafter for so long as the
related Loan remains a Specially Serviced 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 2001, in the case of each Mortgaged Property
securing a non-Specially Serviced Loan that, as of the Closing Date, had not
been inspected in the 12-month period prior to such Closing Date, and in 2002
with respect to all other Mortgaged Properties securing non-Specially Serviced
Loans, the Master Servicer shall at its expense perform or cause to be performed
a physical inspection of each Mortgaged Property securing a non-Specially
Serviced Loan: (i) at least once every two calendar years in the case of
Mortgaged Properties securing 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. 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

                                     -118-
<PAGE>

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 Loan and REO
Loan, and the Master Servicer, in the case of all other Loans, shall each,
consistent with the Servicing Standard and subject to the provisions of the
related loan documents, 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. In addition to
the foregoing and solely with respect to the Westfield Shoppingtown Meriden Loan
Pair, the Special Servicer and the Master Servicer each shall, during the period
that it is responsible for the servicing and administration of the Westfield
Shoppingtown Meriden Loan Pair, consistent with the Servicing Standard and
subject to the provisions of the loan documents, use reasonable efforts to
obtain from the related Mortgagor occupancy reports, sales reports for retail
tenants, 24-month rolling lease expiration schedules, reserve balances and
capital expenditure statements, as well as information as to bankrupt tenants
and tenants whose leases have expired and have not been renewed. 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 to the
Trustee, the Special Servicer, any Controlling Class Certificateholders and, in
the case of the Westfield Shoppingtown Meriden Loan Pair, to the Westfield
Shoppingtown Meriden Companion Loan Noteholder, 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 shall prepare or update and forward to the Trustee, upon request, a
CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with
the annual operating statements attached thereto as an exhibit).

     The Master Servicer 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 Mortgaged Property and REO Property is to be
updated by the Master Servicer, 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 shall use the "Normalized" column from the CMSA NOI
Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may
be, to update and normalize the corresponding annual year and information in the
CMSA Operating Statement Analysis Report and shall use any annual operating
statements and related data fields received with respect to any 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 made available by the Master
Servicer to the Trustee, the Special Servicer or any Controlling Class
Certificateholder, in each case upon request.

                                     -119-
<PAGE>

     (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 Loans and any REO Properties, providing the required
information as of the end of 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 Loans, any
REO Properties and, to the extent that the subject information relates to when
they were Specially Serviced Loans, any Corrected Loans: (i) a CMSA Delinquent
Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) an CMSA
Historical Liquidation Report; (iv) an CMSA Historical Loan Modification Report;
and (v) an CMSA REO Status Report.

     (c) Not later than 12:00 noon (New York City time) on the second 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
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 Set-up 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. 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),
4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan
basis.

     (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, and, upon request, the Special Servicer and 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 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), and provided that
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.

                                     -120-
<PAGE>

     SECTION 3.12A. Delivery of Certain Reports to the Westfield Shoppingtown
                    Meriden Companion Loan Noteholder.

     (a) The Master Servicer and the Special Servicer shall each promptly
prepare or cause to be prepared and deliver to the Westfield Shoppingtown
Meriden Companion Loan Noteholder a written report, prepared in the manner set
forth in Section 3.12, of each inspection performed by it with respect to the
Westfield Shoppingtown Meriden Mortgaged Property.

     The Master Servicer shall promptly deliver to the Westfield Shoppingtown
Meriden Companion Loan Noteholder: (i) copies of operating statements and rent
rolls; (ii) upon request, annual CMSA NOI Adjustment Worksheets (with annual
operating statements as exhibits); and (iii) annual CMSA Operating Statement
Analysis Reports, in each case prepared, received or obtained by it pursuant to
Section 3.12 with respect to the Westfield Shoppingtown Meriden Mortgaged
Property.

     (b) If the Westfield Shoppingtown Meriden Mortgage Loan and the Westfield
Shoppingtown Meriden Companion Loan constitute Specially Serviced Loans, or if
the Westfield Shoppingtown Meriden Mortgaged Property has become an REO
Property, then each calendar month, not later than 1:00 p.m. (New York City
time) on the later of the related Determination Date in such month and the
second Business Day prior to the Westfield Shoppingtown Meriden Loan Pair
Remittance Date in such month, the Special Servicer shall deliver or cause to be
delivered to the Master Servicer the following reports with respect to the
Westfield Shoppingtown Meriden Loan Pair and/or the Westfield Shoppingtown
Meriden Mortgaged Property, providing the required information as of the end of
the preceding calendar month: (i) a CMSA Property File (as defined in the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement); and (ii) a
CMSA Comparative Financial Status Report (as defined in the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement). If the Westfield
Shoppingtown Meriden Mortgage Loan and the Westfield Shoppingtown Meriden
Companion Loan constitute Specially Serviced Loans, or if the Westfield
Shoppingtown Meriden Mortgaged Property has become an REO Property, then each
calendar month, not later than 1:00 p.m. (New York City time) on the later of
the related Determination Date in such month and the second Business Day prior
to the Westfield Shoppingtown Meriden Loan Pair Remittance Date in such month,
the Special Servicer shall deliver or cause to be delivered to the Master
Servicer such of the following reports as may be relevant with respect to the
Westfield Shoppingtown Meriden Loan Pair: (i) a CMSA Delinquent Loan Status
Report; (ii) an CMSA Historical Liquidation Report; (iii) an CMSA Historical
Loan Modification Report; and (iv) an CMSA REO Status Report (each such report,
for the purposes hereof, as defined in the Westfield Shoppingtown Meriden
Co-Lender and Servicing Agreement).

     (c) Not later than 1:00 p.m. (New York City time) on the Business Day prior
to each Westfield Shoppingtown Meriden Loan Pair Remittance Date, the Master
Servicer shall prepare all such Servicing Reports (as defined in the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement) as may be relevant and
that are not otherwise required to be prepared by the Special Servicer pursuant
to Section 3.12A(b). 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),
4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan
basis.

     (d) The Special Servicer shall deliver to the Master Servicer the reports
set forth in Section 3.12A(b) in an electronic format reasonably acceptable to
the Special Servicer and the Master

                                     -121-
<PAGE>

Servicer. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12A(b).
In the case of information or reports to be furnished by the Master Servicer to
the Westfield Shoppingtown Meriden Companion Loan Noteholder pursuant to Section
3.12B(a), to the extent that such information is based on reports to be provided
by the Special Servicer pursuant to Section 3.12A(b) and/or that such reports
are to be prepared and delivered by the Special Servicer pursuant to Section
3.12A(b), 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 3.12B(a) caused by
the Special Servicer's failure to timely provide any report required under
Section 3.12A(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 3.12A, including the
calculations made therein, shall be done in accordance with CMSA standards, to
the extent applicable thereto.

     SECTION 3.12B. Statements to Westfield Shoppingtown Meriden Companion Loan
                    Noteholder.

     (a) On the Business Day prior to each Westfield Shoppingtown Meriden Loan
Pair Remittance Date, the Master Servicer shall forward to the Westfield
Shoppingtown Meriden Companion Loan Noteholder all Servicing Reports (as defined
in the Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement)
prepared with respect to Westfield Shoppingtown Meriden Loan Pair, pursuant to
Section 3.12A, during the calendar month in which such Westfield Shoppingtown
Meriden Loan Pair Remittance Date occurs.

     (b) The Master Servicer shall only be obligated to deliver the statements,
reports and information contemplated by Section 3.12B(a) to the extent it
receives the necessary underlying information from the Special Servicer and
shall not be liable for its failure to deliver such statements, reports and
information on the prescribed due dates, to the extent caused by the failure of
the Special Servicer to deliver timely such underlying information. Nothing
herein shall obligate the Master Servicer or the Special Servicer to violate any
applicable law prohibiting disclosure of information with respect to the related
Mortgagor, and the failure of the Master Servicer or the Special Servicer to
disseminate information for such reason shall not be a breach hereunder.

     Absent manifest error of which it has actual knowledge, neither the Master
Servicer nor the Special Servicer 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 or the Special Servicer,
as applicable, pursuant to this Agreement. Neither the Master Servicer nor 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.

     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, the Westfield
Shoppingtown Meriden Companion Loan Noteholder and each other, on or before
April 30 (in the case of the Master Servicer) and June 30 (in the case of the
Special Servicer) of each year, beginning in 2002 (or, as to any such year, such
earlier

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<PAGE>

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, 2001, 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 2001.

     SECTION 3.14. Reports by Independent Public Accountants.

     On or before April 30 (in the case of the Master Servicer) and June 30 (in
the case of the Special Servicer) of each year, beginning in 2002 (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, the Westfield Shoppingtown Meriden Companion Loan
Noteholder 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 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

                                     -123-
<PAGE>

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 2001.

     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, the Westfield Shoppingtown Meriden Companion Loan Noteholder
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, Certificate Owner (identified as
such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or the Westfield Shoppingtown Meriden Companion
Loan Noteholder, access to any records regarding the Loans and the servicing
thereof within its control (which access shall be limited, in the case of the
Westfield Shoppingtown Meriden Companion Loan Noteholder or any regulatory
authority seeking such access in respect of the Westfield Shoppingtown Meriden
Companion Loan Noteholder, to records relating to the Westfield Shoppingtown
Meriden Companion Loan), 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 or the Westfield Shoppingtown Meriden Companion Loan
Noteholder. 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, the
Westfield Shoppingtown Meriden Companion Loan Noteholder or any regulatory
authority that may exercise authority over a Certificateholder, a Certificate
Owner or the Westfield Shoppingtown Meriden Companion Loan Noteholder, the
Master Servicer and the Special Servicer may each require payment from such
Certificateholder, a Certificate Owner or the Westfield Shoppingtown Meriden
Companion Loan Noteholder 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 with providing Certificateholders and
Certificate Owners access to the information described in the preceding
paragraph, the Master Servicer and the Special Servicer shall require 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.

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<PAGE>

     (b) No less often than on a monthly basis, 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.

     SECTION 3.16. Title to REO Property; REO Accounts.

     (a) If title to any REO Property is acquired, then, except as provided in
the next sentence, the deed or certificate of sale shall be issued to the
Trustee or its nominee on behalf of the Certificateholders and, in the case
where such REO Property was previously the Westfield Shoppingtown Meriden
Mortgaged Property, on behalf of the Westfield Shoppingtown Meriden Companion
Loan Noteholder. 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
and, if affected, the Westfield Shoppingtown Meriden Companion Loan Noteholder,
shall sell any REO Property by the end of the third calendar year (or, in the
case of "qualified healthcare properties" within the meaning of Section
856(e)(6) of the Code, the second calendar year) following the calendar year in
which REMIC I 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 of such REO Property subsequent to the end of such third succeeding year
(or, in the case of "qualified healthcare properties" within the meaning of
Section 856(e)(6) of the Code, such second 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, 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 other than the Westfield Shoppingtown Meriden Mortgaged
Property, the Special Servicer shall establish and maintain one or more accounts
(collectively, the "Pool REO Account"), held on behalf of the Trustee in trust
for the benefit of the

                                     -125-
<PAGE>

Certificateholders, for the retention of revenues and other proceeds derived
from each REO Property. If such REO Acquisition occurs with respect to the
Westfield Shoppingtown Meriden Mortgaged Property, the Special Servicer shall
establish an REO Account solely with respect to such property (the "Westfield
Shoppingtown Meriden REO Account"), to be held for the benefit of the
Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder. The Pool REO Account and the Westfield Shoppingtown Meriden REO
Account shall each be an Eligible Account. The Special Servicer shall deposit,
or cause to be deposited, in the related REO Account, upon receipt, all REO
Revenues, Insurance Proceeds and Liquidation Proceeds received in respect of any
REO Property. Funds in an 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 an
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 such REO Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to such REO
Account for any Collection Period). The Special Servicer shall give notice to
the Trustee and the Master Servicer of the location of each REO Account, and
shall give notice to the Westfield Shoppingtown Meriden Companion Loan
Noteholder of the location of the Westfield Shoppingtown Meriden REO Account, in
each case when first established and of the new location of any such REO Account
prior to any change thereof.

     (c) The Special Servicer shall withdraw from the related 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 each REO
Account and deposit into the corresponding Custodial Account (or deliver to the
Master Servicer or such other Person as may be designated by the Master Servicer
for deposit into the corresponding 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 an REO Account such portion of proceeds and collections in respect
of any related REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period. For the purposes of the
foregoing, the Pool REO Account and the Westfield Shoppingtown Meriden REO
Account correspond to the Pool Custodial Account and the Westfield Shoppingtown
Meriden Custodial Account, respectively.

     (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, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

     SECTION 3.17. Management of REO Property.

     (a) Prior to the acquisition of title to a Mortgaged Property, other than
the Westfield Shoppingtown Meriden Mortgaged Property, the Special Servicer
shall review the operation of such

                                     -126-
<PAGE>

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, other than the
REO Property that was formerly the Westfield Shoppingtown Meriden Mortgaged
Property, shall be managed and operated shall be based on the Servicing Standard
and, further, based on the judgment (exercised in accordance with the Servicing
Standard) of the Special Servicer as to which means would be in the best
interest of the Certificateholders by maximizing (to the extent commercially
reasonable and consistent with Section 3.17(b)) the net after-tax REO Revenues
received by the Trust Fund with respect to such property without materially
impairing the Special Servicer's ability to promptly sell the REO 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, other than the REO Property that was
formerly the Westfield Shoppingtown Meriden Mortgaged Property, is acquired, the
Special Servicer shall manage,

                                     -127-
<PAGE>

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 Pool REO Account, to the extent of amounts on
deposit therein with respect to any such 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 Pool 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:

         (i) enter into, renew or extend any New Lease with respect to any REO
     Property, if the New Lease, by its terms would give rise to any income that
     does not constitute Rents from Real Property;

         (ii) permit any amount to be received or accrued under any New Lease
     other than amounts that will constitute Rents from Real Property;

         (iii) authorize or permit any construction on any REO Property, other
     than the completion of a building or other improvement thereon, and then
     only if more than 10% of the construction of such building or other
     improvement was completed before default on the related Mortgage Loan
     became imminent, all within the meaning of Section 856(e)(4)(B) of the
     Code; or

                                     -128-
<PAGE>

         (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, 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 (other than the REO Property
that was formerly the Westfield Shoppingtown Meriden Mortgaged Property, which
is covered by Section 3.17A), 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.

     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.

                                     -129-
<PAGE>

     SECTION 3.17A. Management and Disposition of the Westfield Shoppingtown
                    Meriden Mortgaged Property After Becoming REO Property.

     (a) Prior to the acquisition of title to the Westfield Shoppingtown Meriden
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 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 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 any REO Property that was
formerly the Westfield Shoppingtown Meriden Mortgaged Property shall be managed
and operated shall be based on the Servicing Standard and, further, based on the
good faith and reasonable judgment of the Special Servicer as to which means
would be in the best interest of the Certificateholders and the Westfield
Shoppingtown Meriden Companion Loan Noteholder (as a collective whole) by
maximizing (to the extent commercially reasonable and consistent with Section
3.17A(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 the REO Property for a fair price. In connection with performing
their respective duties under this Section 3.17A(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.

                                     -130-
<PAGE>

     (b) If title to the Westfield Shoppingtown Meriden Mortgaged Property is
acquired, the Special Servicer shall manage, conserve, protect and operate such
REO Property for the benefit of the Certificateholders and the Westfield
Shoppingtown Meriden Companion Loan Noteholder 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 3.17A(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 with the operation, management, maintenance and disposition of such
REO Property as is consistent with the Servicing Standard and shall withdraw
from the Westfield Shoppingtown Meriden REO Account, to the extent of amounts on
deposit therein with respect to such 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 related REO Account in respect
of any such 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 that was formerly the Westfield
Shoppingtown Meriden Mortgaged Property:

         (i) enter into, renew or extend any New Lease, if the New Lease, by its
     terms would give rise to any income that does not constitute Rents from
     Real Property;

         (ii) permit any amount to be received or accrued under any New Lease
     other than amounts that will constitute Rents from Real Property;

         (iii) authorize or permit any construction on such 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

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     Westfield Shoppingtown Meriden 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 such 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 a REMIC Pool, 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 that was formerly the Westfield
Shoppingtown Meriden Mortgaged Property, provided that:

         (i) the terms and conditions of any such contract may not be
     inconsistent herewith and shall reflect an agreement reached at arm's
     length;

         (ii) the fees of such Independent Contractor (which shall be netted out
     of collections on the REO Property prior to their being remitted to the
     Special Servicer) shall be reasonable and customary in consideration of the
     nature and locality of the REO Property;

         (iii) 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 the REO Property, including those listed in Section 3.17A(b) above, and
     (B) except to the extent that such revenues are derived from any services
     rendered by the Independent Contractor to tenants of the 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 3.17A(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 the
     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 the REO Property.

     The Special Servicer shall be entitled to enter into any agreement with any
such Independent Contractor performing services for it related to its duties and
obligations hereunder with respect to the Westfield Shoppingtown Meriden
Mortgaged Property (if it becomes an REO Property) for indemnification of the
Special Servicer by such Independent Contractor, and nothing in this

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Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17A(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 on the terms and subject to the conditions set forth in this Section 3.18
or as otherwise expressly provided in or contemplated by Sections 2.03(a) and
9.01 and, in the case of the Westfield Shoppingtown Meriden Mortgage Loan, in
Section 4.03 of the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement.

     (b) If the Special Servicer has determined in good faith that any Defaulted
Mortgage Loan will become subject to foreclosure or similar proceedings, the
Special Servicer shall promptly so notify in writing the Trustee and the Master
Servicer, whereupon the Trustee shall, within 10 days after receipt of such
notice, notify each Controlling Class Certificateholder. Any Controlling Class
Certificateholder or group of Controlling Class Certificateholders may, at its
or their option (with preference among such Holders being given to the Holder or
group of Holders of Certificates representing the greatest Percentage Interest
in the Controlling Class), during the 10-Business Day period following receipt
of such notice by the Controlling Class Certificateholders, purchase any such
Defaulted Mortgage Loan from the Trust Fund, at a price equal to the Purchase
Price. The Purchase Price for any Mortgage Loan purchased under this subsection
(b) shall be deposited into the Pool Custodial Account; and the Trustee, upon
receipt of an Officer's Certificate from the Master Servicer to the effect that
such deposit has been made, shall release or cause to be released to the
purchasing Controlling Class Certificateholder(s) the related Mortgage File, and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest in such Controlling Class Certificateholder(s) ownership of such
Mortgage Loan. In connection with any such purchase, the Special Servicer shall
deliver the related Servicing File to the purchasing Controlling Class
Certificateholder(s). Notwithstanding the foregoing, if a Defaulted Mortgage
Loan purchased pursuant to this Section 3.18(b) is the Westfield Shoppingtown
Meriden Mortgage Loan, the release, endorsement or assignment of the documents
constituting the related Mortgage File and Servicing File shall be in the manner
contemplated by Section 3.25 hereof.

     (c) If no Controlling Class Certificateholder has purchased any Defaulted
Mortgage Loan within 10 Business Days of its having received notice in respect
thereof pursuant to Section 3.18(b) above, either the Master Servicer or the
Special Servicer (with preference given to the Special Servicer) may at its
option, during the immediately following 10-Business Day period, purchase such
Mortgage Loan from the Trust Fund, at a price equal to the Purchase Price. The
Purchase Price for any such Mortgage Loan purchased under this subsection (c)
shall be deposited into the Pool Custodial Account, and the Trustee, upon
receipt of an Officer's Certificate from the Master Servicer to the effect that
such deposit has been made, shall release or cause to be released to the Master
Servicer or the Special Servicer, as applicable, the related Mortgage File, and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest in the Master Servicer or the Special Servicer, as applicable, the
ownership of such Mortgage Loan. In connection with any such purchase by the
Master Servicer, the Special Servicer shall deliver the related Servicing File
to the Master Servicer. Notwithstanding the foregoing, if a Defaulted Mortgage
Loan purchased pursuant to this Section 3.18(c) is the Westfield Shoppingtown
Meriden

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<PAGE>

Mortgage Loan, the release, endorsement or assignment of the documents
constituting the related Mortgage File and Servicing File shall be in the manner
contemplated by Section 3.25 hereof.

     (d) The Special Servicer, at any time, may offer to sell any Defaulted
Mortgage Loan not otherwise purchased pursuant to Section 3.18(b) or Section
3.18(c) above, if and when the Special Servicer determines, consistent with the
Servicing Standard, that such a sale would be in the best economic interests of
the Certificateholders (as a collective whole). Such offer shall be made in a
commercially reasonable manner (which, for purposes hereof, includes an offer to
sell without representation or warranty other than customary warranties of title
and condition, if liability for breach thereof is limited to recourse against
the Trust Fund) for a period of not less than 10 days. Subject to Sections
3.18(h), 6.11 and 6.11A, the Special Servicer shall accept the highest cash bid
received from any Person that constitutes a fair price for such Mortgage Loan.
Notwithstanding the foregoing, if a Defaulted Mortgage Loan purchased pursuant
to this Section 3.18(d) is the Westfield Shoppingtown Meriden Mortgage Loan, the
release, endorsement or assignment of the documents constituting the related
Mortgage File and Servicing File shall be in the manner contemplated by Section
3.25 hereof.

     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
3.18(h), 6.11 and 6.11A 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 or 6.11A, as applicable) 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.

     The Special Servicer shall give the Trustee and the Depositor prior written
notice of its intention to sell any Mortgage Loan or REO Property pursuant to
this Section 3.18(d).

     No Interested Person shall be obligated to submit a bid to purchase any
such Mortgage Loan or 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 Defaulted Mortgage Loan or any REO
Property pursuant hereto.

     (e) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(d), 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 such Mortgage
Loan or 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 a
Defaulted Mortgage Loan or REO Property and selected by the Trustee if either
the Special Servicer or any Affiliate thereof is so bidding.

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<PAGE>

Where any Interested Person is among those bidding with respect to a Defaulted
Mortgage Loan or 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 such Mortgage Loan or 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 period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the related Mortgaged Property or REO Property, the state of the
local economy and the obligation to dispose of any REO Property within the time
period specified in Section 3.16(a). The Purchase Price for any such Mortgage
Loan or 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 Defaulted
Mortgage Loan or 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(e), that such bid constitutes a fair price for any
Defaulted Mortgage Loan or REO Property. Any bid by the Special Servicer shall
be unconditional; and, if accepted, the Defaulted Mortgage Loan or 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 mortgage loan or real property.

     (f) Subject to Sections 3.18(a) through 3.18(e) above, and further subject
to Section 6.11 and Section 6.11A, the Special Servicer shall act on behalf of
the Trustee in negotiating with independent third parties and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective bidders, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating bids without obligation to deposit such
amounts into the Pool Custodial Account. Any sale of a Defaulted Mortgage Loan
or any REO Property 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.

     (g) Any sale of a Defaulted Mortgage Loan or any REO Property pursuant to
this Section 3.18 shall be for cash only and shall be on a servicing released
basis. The provisions of this Section 3.18 shall in no way limit the obligations
of the Special Servicer to proceed with respect to any Specially Serviced Loan
in accordance with Section 3.09 at the same time that such Mortgage Loan may be
offered or eligible for sale in accordance with this Section 3.18.

     (h) Notwithstanding any of the foregoing paragraphs of this Section 3.18,
the Special Servicer shall not be obligated to accept the highest cash bid if
the Special Servicer determines, in

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<PAGE>

accordance with the Servicing Standard, that rejection of such bid would be in
the best interests of the Certificateholders (as a collective whole) (or, in the
case of an REO Property that relates to the Westfield Shoppingtown Meriden Loan
Pair, the best interests of the Certificateholders and the Westfield
Shoppingtown Meriden Companion Loan Noteholder (as a collective whole)). In
addition, the Special Servicer may, subject to Section 6.11 or Section 6.11A, as
applicable, accept a lower cash bid (from any Person other than itself or an
Affiliate) if it determines, in accordance with the Servicing Standard, that
acceptance of such bid would be in the best interests of the Certificateholders
(as a collective whole) (or, in the case of an REO Property that relates to the
Westfield Shoppingtown Meriden Loan Pair, the best interests of the
Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder (as a collective whole)) (for example, if the prospective buyer
making the lower bid is more likely to perform its obligations or the terms
(other than price) offered by the prospective buyer making the lower bid are
more favorable).

     SECTION 3.19. Additional Obligations of the Master Servicer; 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 Mortgage Loans that are not Specially Serviced Mortgage
Loans and have not become REO 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 0.05% per annum with respect to each and
every Mortgage Loan) and (2) the aggregate amount of Prepayment Interest
Excesses received in respect of the entire Mortgage Pool during such Collection
Period; provided, however, that if any Prepayment Interest Shortfall occurs as a
result of the Master Servicer's allowing the Mortgagor to deviate from the terms
of the related Mortgage 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 such Mortgage Loan without any
limitation of the kind set forth in clauses (1) and (2) above.

     (b) The Master Servicer shall, as to each Loan which is secured by the
interest of the related Mortgagor under a Ground Lease, promptly (and in any
event within 45 days) following the Closing Date, notify the related ground
lessor of the transfer of such Loan to the Trust Fund pursuant to this Agreement
and inform such ground lessor that any notices of default under the related
Ground Lease should thereafter be forwarded to the Master Servicer.

     (c) Notwithstanding anything to the contrary contained in this Agreement,
if the Special Servicer is required under this Agreement to make any Servicing
Advance but does not desire to do so, the Special Servicer may, in its sole
discretion, request that the Master Servicer make such Servicing Advance, such
request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation

                                     -136-
<PAGE>

or on an urgent basis, two (2) Business Days) 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), 3.05A and 3.11(g), as applicable, at the same
time, in the same manner and to the same extent as the Master Servicer is
entitled with respect to any other Servicing Advances made thereby.

     Notwithstanding the foregoing provisions of this Section 3.19(c), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on such determination.

     SECTION 3.20. Modifications, Waivers, Amendments and Consents.

     (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(l) below, and
further subject to Section 6.11 or 6.11A, as applicable, the Special Servicer
(or, under the limited circumstances set forth in Section 3.20(c), the Master
Servicer) may, on behalf of the Trustee and, in the case of the Westfield
Shoppingtown Meriden Companion Loan, the Westfield Shoppingtown Meriden
Companion Loan Noteholder, agree to any modification, extension, waiver or
amendment of any term of any 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 Westfield Shoppingtown Meriden Companion Loan Noteholder,
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 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 Loan other than a Specially Serviced 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), 3.08(a) and 3.20(l) hereof)
affect the amount or timing of any of the payment terms of such 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 Loan or relate to any waiver of
or granting of consent under a "due-on-sale" or "due-on-encumbrance" clause;
and

                                     -137-
<PAGE>

provided further that, no such modification or amendment would alter the
provisions of the Carrier Towne Crossing II Mortgage Loan providing for the
payment of assumption and other similar fees by the Mortgagor to the UBS
Mortgage Loan Seller in connection with any assumption, transfer of interest or
substitution involving the transferee entity identified in the related Loan
documents. 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
(v) below 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 Loans (other than Specially Serviced Loans):

         (i) Approving any waiver affecting the timing of receipt of financial
     statements from any Mortgagor, provided that such financial statements are
     delivered no less than quarterly and within 60 days of the end of the
     calendar quarter to which such financial statements relate;

         (ii) Approving routine leasing activity with respect to leases for less
     than the lesser of (A) 50,000 square feet and (B) 20% of the related
     Mortgaged Property;

         (iii) Approving a transfer of equity in a Mortgagor from one current
     equity holder to another, provided that such transfer of equity does not
     (A) affect (if applicable) the status of such Mortgagor or such equity
     holder as a special purpose, bankruptcy-remote entity, (B) result in a
     change of control of such Mortgagor, (C) cause the transferee to hold more
     than 49% of the equity in such Mortgagor, (D) relate to a Mortgage Loan
     that represents 2% or more of the then aggregate principal balance of the
     Mortgage Pool or (E) relate to the Westfield Shoppingtown Meriden Loan
     Pair;

         (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); and

         (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 Loan.

Notwithstanding any provision of this Section 3.20, the Master Servicer, with
the consent of the Special Servicer (following the Special Servicer's receipt
and review of all relevant information reasonably requested by the Special
Servicer) and the Controlling Class Representative, which consent, in each case,
shall not be unreasonably withheld, may, consistent with the Servicing Standard,
extend the maturity date of a Loan for up to 180 days from the related Stated
Maturity Date; provided that (A) (1) the related Mortgagor is in monetary
default or material non-monetary default with respect to the Loan or, in the
reasonable, good faith judgment of the Master Servicer, such default is
reasonably foreseeable, and (2) such Loan is not otherwise required to become a
Specially Serviced Loan hereunder, (B) in the reasonable, good faith judgment of
the Master Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Loan to Certificateholders (as a collective whole)
(or,

                                     -138-
<PAGE>

if the Westfield Shoppingtown Meriden Loan Pair is involved, would increase the
recovery on such Loan Pair to the Certificateholders and the Westfield
Shoppingtown Meriden Companion Loan Noteholder (as a collective whole)), on a
present value basis (the relevant discounting of anticipated collections that
will be distributable to the Certificateholders and/or the Westfield
Shoppingtown Meriden Companion Loan Noteholder, as applicable, 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.

     The Master Servicer shall not terminate or replace, or consent to the
termination or replacement of, any property manager with respect to any
Mortgaged Property, and the Master Servicer shall not terminate or change or
consent to the termination or change of the franchise for any Mortgaged Property
operated as a hospitality property, in any event without the consent of the
Special Servicer (it being understood and agreed that (A) the Master Servicer
shall promptly provide the Special Servicer with all information that the
Special Servicer may reasonably request and which information is in the
possession of the Master Servicer, in order to withhold or grant any such
consent, (B) the Special Servicer (for no additional compensation) shall decide
whether to withhold or grant such consent in accordance with the Servicing
Standard and (C) if any consent has not been expressly denied by the earlier of
10 Business Days of the Special Servicer's receipt from the Master Servicer of
all information reasonably requested thereby in order to make an informed
decision or the expiration of the 20-day period referred to below, the Special
Servicer's consent shall be deemed to have been granted). In no event shall more
than 20 days elapse from the date the Master Servicer first became aware of an
obligation under the related Loan documents to terminate, replace, or consent to
the termination or replacement of, a property manager or franchise and the
Master Servicer's receipt of the Special Servicer's consent or express denial
thereof. The Master Servicer shall have no rights and no role of the nature
described in this paragraph with respect to a Mortgaged Property securing a
Specially Serviced Loan.

     Except as permitted by Section 3.02(a), Section 3.08(a), this Section
3.20(c) and Section 3.20(l) the Master Servicer may not agree to waive, modify
or amend any term of any 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 3.08 or Section 3.20(e),
the Special Servicer, on behalf of the Trustee and, in the case of the Westfield
Shoppingtown Meriden Companion Loan, the Westfield Shoppingtown Meriden
Companion Loan Noteholder, shall not agree or consent to any modification,
extension, waiver or amendment of any term of any Loan that would:

         (i) affect the amount or timing of any scheduled payment of principal,
     interest or other amount (including Prepayment Premiums or Yield
     Maintenance Charges, 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 or Yield Maintenance Charge or permit a Principal Prepayment during
     any period in which the related Mortgage Note prohibits Principal
     Prepayments;

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<PAGE>

         (iii) except as expressly contemplated by the related Mortgage or
     pursuant to Section 3.09(d), result in a release of the lien of the
     Mortgage on any material portion of the related Mortgaged Property without
     a corresponding Principal Prepayment in an amount not less than the fair
     market value (as determined by an appraisal by an Independent Appraiser
     delivered to the Special Servicer at the expense of the related Mortgagor
     and upon which the Special Servicer may conclusively rely) of the property
     to be released;

         (iv) in the reasonable, good faith judgment of the Special Servicer,
     otherwise materially impair the security for such Loan or reduce the
     likelihood of timely payment of amounts due thereon; or

         (v) in the case of the Carrier Towne Crossing II Mortgage Loan, alter
     the provisions providing for the payment of assumption and other similar
     fees by the related Mortgagor to the UBS Mortgage Loan Seller in connection
     with any assumption, transfer of interest or substitution involving the
     transferee entity identified in the related Loan documents.

     (e) Notwithstanding Section 3.20(d)(i) through (iv), but subject to Section
3.20(d)(v), Section 6.11, Section 6.11A and the second paragraph of this Section
3.20(e), the Special Servicer may (i) reduce the amounts owing under any
Specially Serviced 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 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 or Mortgage relating to a Specially
Serviced Loan, (iv) accept a Principal Prepayment on any Specially Serviced Loan
during any Lockout Period or (v) extend the maturity of any Loan; provided that
(A) the related Mortgagor is in monetary default or material non-monetary
default with respect to the Specially Serviced 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 the
Loan to Certificateholders (as a collective whole) or, if the Westfield
Shoppingtown Meriden Loan Pair is involved, would increase the recovery on such
Loan Pair to Certificateholders and the Westfield Shoppingtown Meriden Companion
Loan Noteholder (as a collective whole), on a present value basis (the relevant
discounting of anticipated collections that will be distributable to the
Certificateholders (or, in the case of the Westfield Shoppingtown Meriden Loan
Pair, to Certificateholders and the Westfield Shoppingtown Meriden Companion
Loan Noteholder), to be performed at the related Mortgage Rate or, in the case
of the Westfield Shoppingtown Meriden Loan Pair, at the weighted average of the
Mortgage Rates for such Loan Pair)), 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;
and provided, further, that (i) any modification, extension, waiver or amendment
of the payment terms of the Westfield Shoppingtown Meriden Loan Pair shall be
structured so as to be consistent with the allocation and payment priorities set
forth in the related loan documents and the Westfield Shoppingtown Meriden
Co-Lender and Servicing Agreement, such that neither the Trust as holder of the
Westfield Shoppingtown Meriden Mortgage Loan nor the Westfield Shoppingtown
Meriden Companion Loan Noteholder shall gain a priority over the other such
holder with respect to any payment, which priority is not, as of the date of the
Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement, reflected in
the related loan documents and the Westfield Shoppingtown Meriden Co-Lender and
Servicing Agreement, and (ii) to the extent consistent with the Servicing
Standard (taking into account the extent to which the Westfield Shoppingtown
Meriden

                                     -140-
<PAGE>

Companion Loan is junior to the Westfield Shoppingtown Meriden Mortgage Loan),
(A) no waiver, reduction or deferral of any particular amounts due on the
Westfield Shoppingtown Meriden Mortgage Loan shall be effected prior to the
waiver, reduction or deferral of the entire corresponding item in respect of the
Westfield Shoppingtown Meriden Companion Loan, and (B) no reduction of the
Mortgage Rate of the Westfield Shoppingtown Meriden Mortgage Loan shall be
effected prior to the reduction of the Mortgage Rate of the Westfield
Shoppingtown Meriden Companion Loan to the maximum extent possible.

     In no event shall the Special Servicer: (i) extend the maturity date of a
Loan beyond the date that is two years prior to the last Rated Final
Distribution Date; (ii) extend the maturity date of any Loan for more than five
years (or, in the case of each Loan in the Loan Pair, for more than three years)
beyond its Stated Maturity Date; or (iii) if the 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 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, in the case of the Westfield Shoppingtown Meriden Loan Pair, the
Westfield Shoppingtown Meriden Companion Loan Noteholder) and describing in
reasonable detail the basis for the Special Servicer's determination. The
Special Servicer shall attach to such Officer's Certificate any information
including but not limited to income and expense statements, rent rolls, property
inspection reports and appraisals that support such determination.

     (f) Notwithstanding anything to the contrary in this Agreement, none of the
Trustee, the Master Servicer or the Special Servicer, as applicable, shall give
any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures either (A) the
Westfield Shoppingtown Meriden Companion Loan or (B) 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 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
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

                                     -141-
<PAGE>

thing, the granting of which is within its discretion pursuant to the terms of
the instruments evidencing or securing the related 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, the Trustee and, where the Westfield Shoppingtown
Meriden Companion Loan is affected, the Westfield Shoppingtown Meriden Companion
Loan Noteholder, in writing, of any modification, extension, waiver or amendment
of any term of any 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 Loan, whether pursuant to Section
3.02(a) or this Section 3.20, the respective amounts of additional servicing
compensation payable to the Master Servicer and the Special Servicer as Net
Default Charges out of such Default Charges shall be reduced proportionately
based upon the respective amounts that had been payable thereto as Net Default
Charges out of such Default Charges immediately prior to such waiver.

     (k) The Master Servicer shall not permit defeasance of any Mortgage Loan
(x) before the earliest date on which defeasance is permitted under the terms of
such Mortgage Loan, or (y) subject in all cases to the terms of such Mortgage
Loan, unless (i) the Defeasance Collateral consists of Government Securities,
(ii) the Master Servicer has determined (and shall be entitled to conclusively
rely, in the absence of bad faith on the part of the Master Servicer, on an
Opinion of Counsel) that the defeasance will not result in an Adverse REMIC
Event in respect of any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust, (iii) the Master Servicer has notified the Rating
Agencies, (iv) the Rating Agencies have confirmed in writing that such
defeasance will not result in an Adverse Rating Event with respect to any Class
of Certificates (provided that the requirement to obtain such confirmation will
be a condition to the defeasance only if the Master Servicer is able under the
related Mortgage Loan documents and applicable law to prevent the defeasance if
such confirmation is not obtained and the subject Mortgage Loan represents at
least 2.0% of the then aggregate Stated Principal Balance of the Mortgage Pool),
and (v) the Master Servicer has requested and received from the related
Mortgagor (A) an Opinion of Counsel generally to the effect that (1) the Trustee
will have a perfected, first priority security interest in such Defeasance
Collateral and (2) that such defeasance would not result in an Adverse REMIC
Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust and (B) written confirmation from a firm of
Independent accountants stating that payments made on such defeasance collateral
in accordance with the terms thereof will be sufficient to pay the subject
Mortgage Loan in full on or before its Stated Maturity Date (or, in the case of
an ARD Mortgage Loan, on or before its Anticipated Repayment Date) and to timely
pay each Monthly Payment scheduled to be due prior thereto but after the
defeasance; provided that, if,

                                     -142-
<PAGE>

consistent with the terms of the related Mortgage Loan documents, the related
Mortgagor delivers cash to purchase the Defeasance Collateral rather than the
Defeasance Collateral itself, the Master Servicer shall purchase the Government
Securities contemplated by the related Mortgage Loan documents. Subsequent to
the second anniversary of the Startup Day, to the extent that the Master
Servicer can, in accordance with the related Mortgage Loan documents, require
defeasance of any Mortgage Loan in lieu of accepting a prepayment of principal
thereunder, including a prepayment of principal accompanied by a Prepayment
Premium, the Master Servicer shall, to the extent it is consistent with the
Servicing Standard, require such defeasance, provided that the conditions set
forth in clauses (i) through (v) of the preceding sentence have been satisfied.
Any reasonable out-of-pocket expense incurred by the Master Servicer pursuant to
this Section 3.20(k) shall be paid by the Mortgagor of the defeased Mortgage
Loan pursuant to the related Mortgage, Mortgage Note or other pertinent
document, if so allowed by the terms of such documents. The Master Servicer and
the Special Servicer each shall, consistent with the Servicing Standard, enforce
the provisions of the Mortgage Loans it is obligated to service hereunder
relating to defeasance and prepayment restrictions; provided that, if at any
time a court with jurisdiction in the matter shall hold that the related
Mortgagor may obtain a release of the subject Mortgaged Property but is not
obligated to deliver the full amount of the Defeasance Collateral contemplated
by the related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then (i) if consistent with such court holding and the
related Mortgage Loan documents, the Master Servicer shall refuse to allow the
defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse
and if the related Mortgagor has delivered cash to purchase the defeasance
collateral, the Master Servicer shall either (A) buy such Defeasance Collateral
or (B) apply such cash to prepay the Mortgage Loan, in either case, in
accordance with the Servicing Standard.

     (l) With respect to any ARD Mortgage Loan after its Anticipated Repayment
Date, the Master Servicer shall be permitted, in its discretion, 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, prior to the related maturity date, the related Mortgagor has
requested the right to prepay the 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
the Master Servicer reasonably believes that it is waiving an amount in excess
of the Additional Interest that the related Mortgagor is likely to pay, and,
further, if the Master Servicer had 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 Loan, and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately give notice thereof, and 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

                                     -143-
<PAGE>

discs and the like) relating to such 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; 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 that a Servicing Transfer Event has occurred
giving rise to a Loan's becoming a Specially Serviced 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 Loan in
accordance with the requirements hereof.

     Upon determining that a Specially Serviced Loan has become a Corrected
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 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 Loan, and the
Special Servicer's right to receive the Special Servicing Fee with respect to
such Loan shall terminate, and the obligations of the Master Servicer to service
and administer such Loan shall resume.

     Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected 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 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 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 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 Loans and REO Properties, the

                                     -144-
<PAGE>

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 and
Liquidation Proceeds received, and the amount of any Realized Loss incurred,
with respect to each Specially Serviced Loan during the related Collection
Period, and the amount of Insurance 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 Loan and REO Property during the related Collection Period, (4) in
writing, a brief narrative summary of the status of each Specially Serviced Loan
and (5) such additional information relating to the Specially Serviced 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 Loans and REO
Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

     SECTION 3.22. Sub-Servicing Agreements.

     (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided that, in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and, with the exception of Sections
7.01(a)(x) and (xi), 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 and, in the case of the
Westfield Shoppingtown Meriden Loan Pair, the Westfield Shoppingtown Meriden
Companion Loan Noteholder, 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, the Special Servicer or
the Westfield Shoppingtown Meriden Companion Loan Noteholder, 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

                                     -145-
<PAGE>

Special Servicer contemplated by Section 3.08, Section 3.09 and Section 3.20
hereof without the consent of such 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 Loan serviced thereunder,
terminate at the time such Loan becomes a Specially Serviced Loan (or,
alternatively, be subject to the Special Servicer's rights to service the Loan
for so long as such Loan continues to be a Specially Serviced Loan), and each
Sub-Servicing Agreement entered into by the Special Servicer shall relate only
to Specially Serviced Loans and shall terminate with respect to any such Loan
which ceases to be a Specially Serviced Loan. The Master Servicer and the
Special Servicer each shall deliver to the Trustee and each other copies of all
Sub-Servicing Agreements and, to the Westfield Shoppingtown Meriden Companion
Loan Noteholder, copies of any Sub-Servicing Agreement relating to the Westfield
Shoppingtown Meriden Companion Loan, 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), 4.03(d) and
4.03A(d), such interest to be allocable between the Master Servicer or the
Special Servicer, as the case may be, and such Sub-Servicer as they may agree.
For purposes of this Agreement, the Master Servicer and the Special Servicer
each shall be deemed to have received any payment when a Sub-Servicer retained
by it receives such payment. The Master Servicer and the Special Servicer each
shall notify the other, the Trustee, the Depositor, the Controlling Class
Certificateholders and, if the Westfield Shoppingtown Meriden Loan Pair is
affected, the Westfield Shoppingtown Meriden Companion Loan Noteholder 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) 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 and, in the case of the Westfield
Shoppingtown Meriden Companion Loan, also for the benefit of the Westfield
Shoppingtown Meriden Companion Loan Noteholder, shall (at no expense to the
Trustee, the Certificateholders, the Westfield Shoppingtown Meriden Companion
Loan Noteholder 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 Loans.

                                     -146-
<PAGE>

     (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.

     (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder for the performance of their respective obligations and duties under
this Agreement in accordance with the provisions hereof to the same extent and
under the same terms and conditions as if each alone were servicing and
administering the Loans or REO Properties for which it is responsible.

     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 and the Westfield Shoppingtown Meriden Companion Loan
Noteholder, 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.

                                     -147-
<PAGE>

         (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' rights generally and the rights of
     creditors of banks, and (B) general principles of equity, regardless of
     whether such enforcement is considered in a proceeding in equity or at law.

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

         (vi) No litigation is pending or, to the best of the Master Servicer's
     knowledge, threatened, against the Master Servicer, the outcome of which,
     in the Master Servicer's good faith and reasonable judgment, could
     reasonably be expected to prohibit the Master Servicer from entering into
     this Agreement or materially and adversely affect the ability of the Master
     Servicer to perform its obligations under this Agreement.

         (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required under federal or state law for the
     execution, delivery and performance by the Master Servicer of or compliance
     by the Master Servicer with this Agreement or the consummation of the
     transactions contemplated by this Agreement has been obtained and is
     effective except where the lack of consent, approval, authorization or
     order would not have a material adverse effect on the performance by the
     Master Servicer under this Agreement.

         (viii) The Master Servicer possesses all insurance required pursuant to
     Section 3.07(c) of this Agreement.

         (ix) The Master Servicer has reviewed all Sub-Servicing Agreements in
     effect as of the Closing Date and will review all Sub-Servicing Agreements
     entered into by it after the Closing Date.

     (b) The representations and warranties of the Master Servicer set forth in
Section 3.23(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

                                     -148-
<PAGE>

     (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 and the Westfield Shoppingtown Meriden Companion Loan
Noteholder, as of the Closing Date, that:

         (i) The Special Servicer is a limited liability company, duly
     organized, validly existing and in good standing under the laws of the
     State of Delaware, and the Special Servicer is in compliance with the laws
     of each state in which any Mortgaged Property is located to the extent
     necessary to perform its obligations under this Agreement.

         (ii) The execution and delivery of this Agreement by the Special
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Special Servicer, will not violate the Special Servicer's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material agreement or other material
     instrument to which it is a party or which is applicable to it or any of
     its assets.

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

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

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

         (vi) No litigation is pending or, to the best of the Special Servicer's
     knowledge, threatened, against the Special Servicer, the outcome of which,
     in the Special Servicer's good faith and reasonable judgment, could
     reasonably be expected to prohibit the

                                     -149-
<PAGE>

     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.

     SECTION 3.25. Certain Matters Regarding the Purchase of the Westfield
                   Shoppingtown Meriden Mortgage Loan.

     If, pursuant to Section 2.03, Section 3.18 and Section 9.01, the Westfield
Shoppingtown Meriden Mortgage Loan is purchased or repurchased from the Trust
Fund, the purchaser thereof shall be bound by the terms of the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement and shall assume the
rights and obligations of the "Note A Lender" under the Westfield Shoppingtown
Meriden Co-Lender and Servicing Agreement. All portions of the related Mortgage
File and other documents pertaining to such Mortgage Loan shall be endorsed or
assigned to the extent necessary or appropriate to the purchaser of such
Mortgage Loan in its capacity as "Note A Lender" (as a result of such purchase
or repurchase) under the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement in the manner contemplated under such agreement, which such purchaser
shall be deemed to acknowledge. Thereafter such Mortgage File shall be held by
the custodian under the Westfield Shoppingtown Meriden Co-Lender and Servicing
Agreement for the benefit of the "Note A Lender" and the "Note B Lender" as
their interests appear under such agreement. The related Servicing File shall be
delivered to the master servicer or special servicer, as the case may be, under
the Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement.

     SECTION 3.26. Application of Default Charges.

     (a) Any and all Default Charges that are actually collected with respect to
any Mortgage Loan or REO Mortgage Loan during any Collection Period, shall be
applied for the following

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<PAGE>

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 outstanding Advances made thereby with respect to the Mortgage
     Loan or REO Mortgage Loan, as the case may be, as to which such Default
     Charges were collected;

         second, to pay any other outstanding expenses (exclusive of Special
     Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to
     the Mortgage Loan or REO Mortgage Loan, as the case may be, as to which
     such Default Charges were collected and that, if paid from a source other
     than Default Charges on such Mortgage Loan or REO Mortgage Loan, as the
     case may be, would be 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 Loan, as
     the case may be, as to which the Default Charges were collected, which
     interest was paid from a source other than Default Charges on such Mortgage
     Loan or REO Mortgage Loan, as the case may be;

         fourth, to reimburse the Trust for any other Additional Trust Fund
     Expense (exclusive of Special Servicing Fees, Liquidation Fees and Workout
     Fees) incurred and paid since the Closing Date with respect to the Mortgage
     Loan or REO Mortgage Loan, as the case may be, as to which the Default
     Charges were collected, which expense was paid from a source other than
     Default Charges on such Mortgage Loan or REO Mortgage Loan, as the case may
     be; 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, if they were received in respect of a
     Mortgage Loan that is not a Specially Serviced Mortgage Loan, or as
     additional special servicing compensation to the Special Servicer, if they
     were received 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 reimburse the Trust pursuant to clauses
third and fourth of subsection (a) shall be deemed to offset either interest
paid on Advances or other Additional Trust Fund Expenses, depending on which
clause is applicable, in the chronological order in which they were made or
incurred, as applicable (whereupon such interest paid on Advances or such other
Additional Trust Fund Expenses, depending on which clause is applicable, shall
thereafter be deemed to have been paid out of Default Charges).




                                     -151-
<PAGE>

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

     SECTION 4.01. Distributions.

     (a) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based upon information provided by the Master Servicer and the
Special Servicer, withdraw from the Collection Account and apply the Available
Distribution Amount for such Distribution Date to make the following
distributions in respect of the Senior Certificates, in the following order of
priority, in each case to the extent of remaining available funds:

         first, distributions of interest to the Holders of the respective
     Classes of 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, distributions of principal to the Holders of the Class A-1 and
     Class A-2 Certificates, allocable as between such Classes of
     Certificateholders as provided below, up to an amount (not to exceed the
     aggregate Class Principal Balance of such Classes of Certificates
     outstanding prior to such Distribution Date) equal to the entire Principal
     Distribution Amount for such Distribution Date; and

         third, distributions to the Holders of the Class A-1 and Class A-2
     Certificates, up to an amount equal to, pro rata as between 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.

     On each Distribution Date prior to the earlier of (i) the Class A Principal
Distribution Cross-Over Date and (ii) the Final Distribution Date, the Trustee
shall pay the distributions of principal made on the Class A-1 and Class A-2
Certificates as provided above, first, to the Holders of the Class A-1
Certificates, until the Class Principal Balance of such Class has been reduced
to zero, and thereafter, to the Holders of the Class A-2 Certificates, until the
Class Principal Balance of such Class has been reduced to zero. On any
Distribution Date coinciding with or following the Class A Principal
Distribution Cross-Over Date, but prior to the Final Distribution Date, the
Trustee shall pay the distributions of principal made on the Class A-1 and Class
A-2 Certificates as provided above to the Holders of both the Class A-1
Certificates and the Class A-2 Certificates, on a pro rata basis, in accordance
with the respective Class Principal Balances of such Classes outstanding
immediately prior to such Distribution Date, until the Class Principal Balance
of each such Class has been reduced to zero.

     All distributions of interest made in respect of the Class X Certificates
on any Distribution Date as provided above shall be made, and deemed to have
been made, in respect of the various Components of the Class X Certificates, pro
rata in accordance with the respective amounts of Distributable Component
Interest in respect of such Components of the Class X Certificates for such
Distribution Date and, to the extent not previously deemed paid pursuant to this
paragraph, for all prior Distribution Dates, if any.

                                     -152-
<PAGE>

     (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;

         (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

                                     -153-
<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));

         (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;

                                     -154-
<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));

                                     -155-
<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

                                     -156-
<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;

                                     -157-
<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 to the Holders of the Class R-III
     Certificates, in 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 Section 4.01(b)(i)
     through Section 4.01(b)(xlii) above;

         (xliv) 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); and

         (xlv) 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 Sections 4.01(b)(i) through Section 4.01(b)(xliv) above.

     (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount received in respect of any Mortgage Loan or REO
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) entitled to distributions of principal pursuant to Section
4.01(a) or Section 4.01(b) on such Distribution Date, 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.

                                     -158-
<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 Certificates.
Any Net Prepayment Consideration distributed in respect of the Class X
Certificates on any Distribution Date shall be deemed to have been distributed
in respect of the respective Components of the Class X Certificates, on a pro
rata basis in accordance with the respective amounts by which the Component
Notional Amounts of such 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 actually
collected on the ARD Mortgage Loans and any successor REO Mortgage Loans during
the related Collection Period and shall distribute such amounts to the Holders
of the Class Q 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 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, but taking into account, in the case of the Class
Q Certificates, possible future distributions of Additional Interest) will be
made in a like manner, but only upon presentation and surrender of such
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution. Prior
to any termination of the Trust Fund pursuant to Section 9.01, any distribution
that is to be made with respect to a Certificate in reimbursement of a Realized
Loss or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Certificateholder that surrendered such Certificate
as such address last appeared in the Certificate Register or to any other
address of which the Trustee was subsequently notified in writing. If such check
is returned to the Trustee, then the Trustee, directly or through an agent,
shall take such reasonable steps to contact the related Holder and deliver such
check as it shall deem appropriate. Any funds in respect of a check returned to
the Trustee shall be set aside by the Trustee and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Trustee has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Trustee shall, subject to applicable law,
distribute the unclaimed funds to the Class R-III Certificateholders.

     (f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such

                                     -159-
<PAGE>

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 (a "brokerage firm"
or "indirect participating firm") for which it acts as agent. Each 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 the 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 in respect of 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 in respect of 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), but taking
into account, in the case of the Class Q Certificates, possible future
distributions of Additional Interest) 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
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

                                     -160-
<PAGE>

any former Holder on any amount held in trust pursuant to this paragraph. If all
of the Certificates 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 Regular Interest
Certificates (exclusive of the Class X 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 in respect of the Corresponding REMIC II
Regular Interest for such Class of Certificates; and all distributions made in
respect of the Class X Certificates on each Distribution Date pursuant to
Section 4.01(a), Section 4.01(c) or Section 9.01, and allocable to any
particular 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 Component. In each case, if
such distribution on any such Class of Certificates was a distribution of
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 shall be deemed to also be, respectively, a
distribution of 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 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 in respect of 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 in respect of all the REMIC I
     Regular Interests, up to an amount equal to, and pro rata in accordance
     with, all Uncertificated Distributable Interest in respect of each REMIC I
     Regular Interest for such Distribution Date and, to the extent not
     previously deemed distributed, for all prior Distribution Dates;

                                     -161-
<PAGE>

         (ii) as deemed distributions of principal in respect of 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 successor REO Loan); and

         (iii) as deemed distributions in respect of 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 Loan, as the case may
be, in respect of which such Net Prepayment Consideration was received.

     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 File and the CMSA
Collateral Summary File, based on information provided to it by the Master
Servicer and the Special Servicer, setting forth:

         (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 Additional Interest,
     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 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)
     and/or Section 4.03A(a);

                                     -162-
<PAGE>


         (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) or 4.03A(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
     outstanding as of the close of business on the related Determination Date
     and the aggregate Stated Principal Balance of the Mortgage Pool 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 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 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, if available, the Appraised Value of such REO Property as
     expressed in the most recent appraisal thereof and the date of such
     appraisal;

                                     -163-
<PAGE>

         (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 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 Accrued Certificate Interest and Distributable Certificate
     Interest in respect of each Class of Regular Interest Certificates for such
     Distribution Date or the related Interest Accrual Period, as applicable;

         (xvii) any unpaid Distributable Certificate Interest in respect of each
     Class of Regular Interest Certificates after giving effect to the
     distributions made on such Distribution 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 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 the Class X 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;

                                     -164-
<PAGE>

         (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), Section 4.03(d) and/or Section 4.03A(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 (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 and Yield
     Maintenance Charges 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 and Class R-III 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.

                                     -165-
<PAGE>

     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 the Distribution Date Statement shall be deemed to have agreed to
keep confidential the information therein until such Distribution Date Statement
is filed with the Commission, and the Distribution Date Statement shall bear a
legend to such effect.

     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 (subject, in the case of the Master Servicer
and the Special Servicer, to Section 3.22(d)) 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
(subject, in the case of the Master Servicer and the Special Servicer, to
Section 3.22(d)) or each other.

     The Trustee shall forward a copy of each Distribution Date Statement by
mail 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
shall also make all CMSA NOI Adjustment Worksheets and CMSA Operating Statement
Analysis Reports in its possession available via its internet website in the
same manner as the Certificateholder Reports. The Trustee shall also make each
Distribution Date Statement available via its electronic bulletin board;
provided that the Trustee shall have received notice from the Depositor that the
Underwriters have sold the Non-Registered Certificates to unaffiliated third
parties; and provided, further, 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 Distribution Date Statement shall have been
previously filed with the Commission. 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 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 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

                                     -166-
<PAGE>

Certificateholder Reports, any CMSA NOI Adjustment Worksheet or CMSA Operating
Statement Analysis Report 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 be located at
"www.firstunion.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 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 Unrestricted
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).

     Within a reasonable period of time after the end of each calendar year, 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 provided to Certificateholders pursuant to clauses (i),
(ii), (iii) and (iv) of the description of "Distribution Date Statement" above
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) the Trepp Group (at 477 Madison Avenue, 18th Floor,
New York, New York 10022 or such other address as the Trepp Group may
designate), (ii) Intex Solutions, Inc. (at 35 Highland Circle, Needham,
Massachusetts 02194, or such other address as Intex Solutions, Inc. may
hereafter designate), (iii) Charter Research Corporation (at 262 Washington
Street, Boston, Massachusetts 02108, 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 forwarded 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) on computer diskette to such party (such computer

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diskette and such statements, reports, and/or information thereon to bear such
appropriate disclaimers and qualifications as the Depositor and the Trustee
shall determine in their reasonable discretion).

     If any Certificate Owner does not receive through the Depository or any of
its Depository Participants any of the statements, reports and/or other written
information described above in this Section 4.02(a) that it would otherwise be
entitled to receive if it were the Holder of a Definitive 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 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 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, (E) the
Trustee shall not intentionally disclose any information regarding the Special
Servicer's asset resolution strategy without the prior consent of the Special
Servicer (the Special Servicer's consent to be withheld or given consistent with
the Servicing Standard), and (F) 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.

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     (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 as of the related Determination Date

     In the performance of its obligations set forth in Section 4.05 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by 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 P&I Advance 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 (other than the Westfield
Shoppingtown Meriden Loan Pair), first, by transferring to the Trustee for
deposit in the Collection Account amounts then held in the Pool 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 Pool 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 Pool 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 P&I Advance 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 ) 593-7821 (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
P&I Advance 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 P&I Advance Date. If the Trustee
fails

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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 Section 4.03(a)
in respect of any Distribution Date shall, subject to Section 4.03(c) below,
equal the aggregate of all Monthly Payments (other than Balloon Payments) and
any Assumed Monthly Payments, in each case net of related Master Servicing Fees
and any related Workout Fees, due or deemed due, as the case may be, in respect
of the Mortgage Loans (including Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Loans in the Mortgage Pool (exclusive
of the Westfield Shoppingtown Meriden Loan Pair) 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 received 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 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 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
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 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 or that any proposed P&I
Advance, if made, 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 P&I Advance 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(e)), 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 good faith, 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. The Trustee and the Fiscal Agent, in determining
whether or not a P&I Advance previously made is, or a

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proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance shall be
subject to the standards applicable to the Master Servicer hereunder.

     (d) Subject to the next sentence, the Master Servicer, the Trustee and the
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each P&I Advance made thereby under this Section 4.03 (with its own funds) for
so long as such P&I Advance is outstanding (or, if such P&I Advance was made
prior to the end of any grace period applicable to the subject delinquent
Monthly Payment, for so long as such P&I Advance is outstanding following the
end of such grace period), such interest to be payable: (i) out of any Default
Charges collected on the particular Mortgage Loan or REO Loan as to which such
P&I Advance relates; and (ii) to the extent that such Default Charges are
insufficient, but not before the related Advance has been reimbursed pursuant to
this Agreement, out of general collections on the Mortgage Loans and REO
Properties on deposit in the Pool 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 Pool Custodial Account, and in no event shall interest accrue
in accordance with this Section 4.03(d) 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 P&I Advance Date.

     SECTION 4.03A. P&I Advances on the Westfield Shoppingtown Meriden Loan
                    Pair.

     (a) On or before 2:00 p.m., New York City time, on each Westfield
Shoppingtown Meriden Remittance Date, the Master Servicer shall, subject to
Section 4.03A(c) below, satisfy its obligations to make any required P&I Advance
on such Westfield Shoppingtown Meriden Remittance Date in respect of the
Westfield Shoppingtown Meriden Loan Pair by depositing into the Westfield
Shoppingtown Meriden Custodial Account, out of amounts held in such Custodial
Account for future distribution (subject to replacement of such amounts by the
following Westfield Shoppingtown Meriden Loan Pair Remittance Date) and, if such
amounts are insufficient, then out of its own funds, the amount of such P&I
Advance required to be made. If, as of 4:00 p.m., New York City time, on any P&I
Advance Date, the Master Servicer shall not have made any P&I Advance required
to be made on such date pursuant to this Section 4.03A(a) in respect of the
Westfield Shoppingtown Meriden Loan Pair on the preceding Westfield Shoppingtown
Meriden Loan Pair Remittance Date (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) 593-7821 (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 P&I Advance Date. If after such notice,
the Trustee does not receive the full amount of such P&I Advance(s) 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 in respect of the
Westfield Shoppingtown Meriden Mortgage Loan on the preceding Westfield
Shoppingtown Meriden Loan Pair 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.

                                     -171-
<PAGE>

     (b) The aggregate amount of the P&I Advances to be made by the Master
Servicer in respect of the Westfield Shoppingtown Meriden Loan Pair on any
Westfield Shoppingtown Meriden Loan Pair Remittance Date shall, subject to
Section 4.03A(c) below, equal the aggregate of the Monthly Payments (other than
Balloon Payments) and any Assumed Monthly Payments on the Westfield Shoppingtown
Meriden Loan Pair, net of related Master Servicing Fees and any related Workout
Fees, due (or, in the case of Assumed Monthly Payments, deemed due) in respect
of the Westfield Shoppingtown Meriden Loan Pair on their Due Date during the
related Collection Period, but only to the extent that such amount was not paid
by or on behalf of the related Mortgagor or otherwise collected (including
received as net income from the Westfield Shoppingtown Meriden Mortgaged
Property after it has become an REO Property) 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 the Westfield Shoppingtown Meriden Loan
Pair, then, in the event of subsequent delinquencies on the Westfield
Shoppingtown Meriden Loan Pair, each P&I Advance, if any, required to be made in
respect of such Loan Pair during the period that such Appraisal Reduction Amount
continues to exist, shall be reduced to equal the product of (i) the amount of
the subject P&I Advance that would otherwise be required in respect of the
Westfield Shoppingtown Meriden Loan Pair without regard to this proviso and the
immediately following sentence, multiplied by (ii) a fraction, the numerator of
which is equal to the aggregate Stated Principal Balance of the Westfield
Shoppingtown Meriden Loan Pair, net of the Appraisal Reduction Amount as of the
related Determination Date, and the denominator of which is equal to the
aggregate Stated Principal Balance of the Westfield Shoppingtown Meriden Loan
Pair; and provided, further, that any reduction in the P&I Advance to be made in
respect of the Westfield Shoppingtown Meriden Loan Pair on any Westfield
Shoppingtown Meriden Loan Pair Remittance Date in accordance with the
immediately preceding proviso shall be allocable, first, against the portion of
the delinquent Monthly Payment (other than a Balloon Payment) or the Assumed
Monthly Payment allocable to the Westfield Shoppingtown Meriden Companion Loan,
and, then, against the portion of the delinquent Monthly Payment (other than a
Balloon Payment) or the Assumed Monthly Payment allocable to the Westfield
Shoppingtown Meriden Mortgage Loan. Notwithstanding the foregoing, at the
request of the Westfield Shoppingtown Meriden Companion Loan Noteholder, the
Master Servicer shall cease making P&I Advances in respect of the Westfield
Shoppingtown Meriden Companion Loan (i.e., the Master Servicer shall not advance
the portion of the delinquent Monthly Payment or the Assumed Monthly Payment
allocable to the Westfield Shoppingtown Meriden Companion Loan) until such time
as the Westfield Shoppingtown Meriden Companion Loan Noteholder requests that
such P&I Advances again commence (each such request to be made at least five (5)
Business Days prior to the date on which the P&I Advance would otherwise be
made).

     (c) Notwithstanding anything herein to the contrary, no P&I Advance shall
be required to be made under this Section 4.03A if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate
delivered to the Trustee and the Westfield Shoppingtown Meriden Companion Loan
Noteholder on or before the next Westfield Shoppingtown Meriden Loan Pair
Remittance Date, setting forth the basis for such determination, together with
any other information that supports such determination, including an appraisal
(which appraisal shall be an expense payable out of the Westfield Shoppingtown
Meriden Custodial Account 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), Mortgagor
operating statements and financial statements, budgets and rent rolls of the
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the

                                     -172-
<PAGE>

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 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 to be made in respect of
the Westfield Shoppingtown Meriden Mortgage Loan, if made, would be a
Nonrecoverable Advance; provided, however, that if the Master Servicer has
failed to make such a P&I Advance for reasons other than a determination by the
Master Servicer that such P&I Advance would be Nonrecoverable Advance, the
Trustee or Fiscal Agent shall make such Advance within the time periods required
by Section 4.03A(a) unless the Trustee or the Fiscal Agent, in good faith, makes
a determination prior to the times specified in Section 4.03A(a) that such P&I
Advance would be a Nonrecoverable P&I Advance. The Trustee and the Fiscal Agent,
in determining whether or not a P&I Advance previously made is, or a proposed
P&I Advance, if made, would be, a Nonrecoverable P&I Advance shall be subject to
the standards applicable to the Master Servicer hereunder.

     (d) Subject to the next sentence, the Master Servicer, the Trustee and the
Fiscal Agent shall be entitled to receive interest at the Reimbursement Rate in
effect from time to time, compounded annually, accrued on the amount of each P&I
Advance made thereby in respect of the Westfield Shoppingtown Meriden Loan Pair
under this Section 4.03A (with its own funds) for so long as such P&I Advance is
outstanding (or, if such P&I Advance was made prior to the end of any grace
period applicable to the subject delinquent Monthly Payment, for so long as such
P&I Advance is outstanding following the end of such grace period), such
interest to be payable: (i) out of Default Charges collected on the related Loan
in the Westfield Shoppingtown Meriden Loan Pair as to which such P&I Advance
relates; and (ii) to the extent that such Default Charges for such Collection
Period are insufficient, but not before the related Advance has been reimbursed
pursuant to this Agreement, out of any other collections on deposit in the
Westfield Shoppingtown Meriden Custodial Account. The Master Servicer shall, in
accordance with Section 3.05A, reimburse itself, the Trustee and the Fiscal
Agent, as applicable, for any outstanding P&I Advance made thereby in respect of
the Westfield Shoppingtown Meriden Loan Pair under this Section 4.03A as soon as
practicable after funds available for such purpose are deposited in the
Westfield Shoppingtown Meriden Custodial Account for such related Loan in the
Westfield Shoppingtown Meriden Loan Pair in respect of which the P&I Advance was
made, and in no event shall interest accrue in accordance with this Section
4.03A(d) on any P&I Advance in respect of the Westfield Shoppingtown Meriden
Loan Pair for the Westfield Shoppingtown Meriden Loan Pair Remittance Date as to
which the corresponding Late Collection was received by the Master Servicer or a
Sub-Servicer on its behalf as of such Westfield Shoppingtown Meriden Loan Pair
Remittance Date.

     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 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


                                     -173-
<PAGE>

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 the Class A-1 Certificates and the Class A-2 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 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, REMIC II
Regular Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E,
REMIC II Regular Interest D, REMIC II Regular Interest C and REMIC II Regular
Interest B shall be reduced sequentially, in that order, in each case, until
such excess or the related Uncertificated Principal Balance is reduced to zero
(whichever occurs first). If, after the foregoing reductions, the amount
described in 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 REMIC II Regular Interest A-1 and REMIC II
Regular Interest A-2 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. 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 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.

     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 for each Distribution Date and shall allocate such
amount 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

                                     -174-
<PAGE>

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 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 or the Trustee from any of such obligations, and the
Master Servicer or the Trustee, as applicable, shall remain responsible for all
acts and omissions of any such agent or attorney-in-fact.











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                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibits A-1, A-2, A-3, A-4 and A-5; 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 Registered Certificates and
the Class X, Class E, Class F, Class G, Class H and Class J 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 B, Class C and Class D
Certificates, $250,000 in the case of the Class X 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 Certificates, the
Class R-II Certificates and the Class R-III 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 the Closing Date, at 135 South
LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed

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Securities Trust Services Group--LB-UBS Commercial Mortgage Trust, Series
2001-C2. 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 to a Qualified Institutional Buyer or an
Institutional Accredited Investor and 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 the global certificate(s) representing a 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 such Transfer may be made
without registration under the Securities Act and that the prospective
Transferee is a Qualified Institutional Buyer or an Institutional Accredited
Investor (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 a Book-Entry Non-Registered Certificate,
that relates to a Rule 144A/IAI Global Certificate 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

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<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 as Exhibit F-2D, or
(ii) an Opinion of Counsel to the effect that such Transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Qualified Institutional Buyer or an Institutional Accredited Investor; provided
that no transfer of an interest in any Class K Certificate shall be made to an
Institutional Accredited Investor unless such Class K Certificates have been
converted into Definitive Non-Registered Certificates, in which event such
Transfer shall be subject to the conditions set forth in this Section 5.02 with
respect to such Transfers. Any interest in a Book-Entry Non-Registered
Certificate that relates to a Rule 144A/IAI Global Certificate shall not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A/IAI Global Certificate. If any Transferee of an
interest in a Book-Entry Non-Registered Certificate that relates to a Rule
144A/IAI Global Certificate 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 either
Exhibit F-2C or Exhibit F-2D hereto are, with respect to the subject Transfer,
true and correct.

     Notwithstanding the preceding paragraph, any interest in the Rule 144A/IAI
Global Certificate in respect of the Class X, Class E, Class F, Class G, Class
H, Class J or Class K Certificates may be transferred (without delivery of any
certificate or Opinion of Counsel described in clauses (i) and (ii) 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 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/IAI 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 Class X, Class E, Class
F, Class G, Class H, Class J or Class K 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
Rule 144A/IAI Global Certificate in respect of the Class X, Class E, Class F,
Class G, Class H, Class J or Class K 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.

     On and prior to the Release Date, beneficial interests in the respective
Regulation S Temporary Global Certificates for the Class X, Class E, Class F,
Class G, Class H, Class J and Class K Certificates shall not be transferred to
any Person who takes delivery other than in the form of a beneficial interest in
such Regulation S Temporary Global Certificate, and the Certificate Owner
desiring to effect such Transfer shall be required to obtain from such
Certificate Owner's prospective Transferee a Regulation S Certificate. Not
earlier than the Release Date, beneficial interests in the respective Regulation
S Temporary Global Certificates for the Class X, Class E, Class F, Class G,
Class H, Class J and Class K Certificates shall be exchangeable for beneficial
interests in the Regulation S Permanent Global Certificate for such Class.
Beneficial interests in the respective Regulation S Temporary Global
Certificates for the Class X, Class E, Class F, Class G, Class H, Class J and
Class K Certificates may be held only through Euroclear or Clearstream. The
respective Regulation S

                                     -178-
<PAGE>

Permanent Global Certificates for the Class X, Class E, Class F, Class G, Class
H, Class J and Class K 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.

     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.

     (c) No Transfer of a Certificate or any interest therein shall be made (A)
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 (B) 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 the global certificate(s) representing
a 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 Book-Entry Non-Registered Certificate that relates to a Rule 144A/IAI
Global Certificate 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) 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, under Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) in the case of a Non-Registered Certificate that
is an Investment Grade 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

                                     -179-
<PAGE>

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) 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 Subordinate Certificate) or the Transferor (in the case
of ownership interests in a Book-Entry Subordinate Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

     (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Interest Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee under clause (ii) (A)
below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii) (B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such disposition.
The rights of each Person acquiring any Ownership Interest in a Residual
Interest Certificate are expressly subject to the following provisions:

     (A)  Each Person holding or acquiring any Ownership Interest in a Residual
          Interest Certificate shall be a Permitted Transferee and shall
          promptly notify the Tax Administrator and the Trustee of any change or
          impending change in its status as a Permitted Transferee.

     (B)  In connection with any proposed Transfer of any Ownership Interest in
          a Residual Interest Certificate, the Certificate Registrar shall
          require delivery to it, and shall not register the Transfer of any
          Residual Interest Certificate until its receipt, of an affidavit and
          agreement substantially in the form attached hereto as Exhibit H-1 (a
          "Transfer Affidavit and Agreement"), from the proposed Transferee,
          representing and warranting, among other things, that such Transferee
          is a Permitted Transferee, that it is not acquiring its Ownership
          Interest in the Residual Interest Certificate that is the subject of
          the proposed Transfer as a nominee, trustee or agent for any Person
          that is not a Permitted Transferee, that for so long as it retains its
          Ownership Interest in a Residual Interest Certificate it will


                                     -180-
<PAGE>

          endeavor to remain a Permitted Transferee, and that it has reviewed
          the provisions of this Section 5.02(d) and agrees to be bound by them.

     (C)  Notwithstanding the delivery of a Transfer Affidavit and Agreement by
          a proposed Transferee under clause (B) above, if a Responsible Officer
          of either the Trustee or the Certificate Registrar has actual
          knowledge that the proposed Transferee is not a Permitted Transferee,
          no Transfer of an Ownership Interest in a Residual Interest
          Certificate to such proposed Transferee shall be effected.

     (D)  Each Person holding or acquiring any Ownership Interest in a Residual
          Interest Certificate shall agree (1) to require a Transfer Affidavit
          and Agreement from any prospective Transferee to whom such Person
          attempts to Transfer its Ownership Interest in such Residual Interest
          Certificate and (2) not to Transfer its Ownership Interest in such
          Residual Interest Certificate unless it provides to the Certificate
          Registrar a certificate substantially in the form attached hereto as
          Exhibit H-2 stating that, among other things, it has no actual
          knowledge that such prospective Transferee is not a Permitted
          Transferee.

     (E)  Each Person holding or acquiring an Ownership Interest in a Residual
          Interest Certificate, by purchasing such Ownership Interest, agrees to
          give the Tax Administrator and the Trustee written notice that it is a
          "pass-through interest holder" within the meaning of temporary
          Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
          acquiring an Ownership Interest in a Residual Interest Certificate, if
          it is, or is holding an Ownership Interest in a Residual Interest
          Certificate on behalf of, a "pass-through interest holder".

         (ii) (A) If any purported Transferee shall become a Holder of a
     Residual Interest Certificate in violation of the provisions of this
     Section 5.02(d), then the last preceding Holder of such Residual Interest
     Certificate that was in compliance with the provisions of this Section
     5.02(d) shall be restored, to the extent permitted by law, to all rights as
     Holder thereof retroactive to the date of registration of such Transfer of
     such Residual Interest Certificate. None of the Depositor, the Trustee or
     the Certificate Registrar shall be under any liability to any Person for
     any registration of Transfer of a Residual Interest Certificate that is in
     fact not permitted by this Section 5.02(d) or for making any payments due
     on such Certificate to the Holder thereof or for taking any other action
     with respect to such Holder under the provisions of this Agreement.

     (B)  If any purported Transferee shall become a Holder of a Residual
          Interest Certificate in violation of the restrictions in this Section
          5.02(d), then, to the extent that retroactive restoration of the
          rights of the preceding Holder of such Residual Interest Certificate
          as described in clause (ii)(A) above shall be invalid, illegal or
          unenforceable, the Trustee shall have the right but not the
          obligation, to cause the Transfer of such Residual Interest
          Certificate to a Permitted Transferee selected by the Trustee on such
          terms

                                     -181-
<PAGE>

          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 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

                                     -182-
<PAGE>

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 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 B, Class C, Class D, Class X, Class E,
Class F, Class G, Class H, Class J and Class K Certificates shall 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 5.03(d) below, 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) below,
shall not be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Class X, Class E,
Class F, Class G, Class H, Class J and Class K Certificates initially sold in
reliance on Rule 144A or, except in the case of the Class K Certificates, to
Institutional Accredited Investors shall, in the case of each

                                     -183-
<PAGE>

such Class, be represented by the Rule 144A/IAI 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, Class E, Class F, Class G, Class H, Class J and Class K 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 Temporary Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for 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 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. The Depositor shall provide the Certificate
Registrar with an adequate inventory of Definitive Certificates. 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) A Certificate Owner of a Class K Certificate desiring to transfer its
Ownership Interest in such Certificate to an Institutional Accredited Investor,
which Ownership Interest may only be transferred to such a Transferee in the
form of a Definitive Certificate, shall so inform the Trustee.

                                     -184-
<PAGE>

     Upon receipt of such notice from a Certificate Owner, the Trustee shall
confirm, at the expense of such Certificate Owner, the Ownership Interest of
such Certificate Owner in the manner prescribed by the rules of the Depository.
Following such confirmation, the Trustee shall cause the Certificate Registrar
to execute, and the Authenticating Agent shall authenticate and deliver, a
Definitive Certificate in respect of the Class K Certificates to such
Certificate Owner evidencing a like Percentage Interest in such Class as the
Ownership Interest in book-entry form in respect of which a Definitive
Certificate was requested by such Certificate Owner. Upon the issuance of
Definitive Certificates for purposes of evidencing ownership of Class K
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, all in accordance with
the provisions thereof. Following the issuance to a Certificate Owner of
Definitive Certificates in respect of the Class K Certificates, as provided
herein, the Certificate Registrar shall record, in the appropriate manner, the
date of such issuance and a decrease in the denomination of the Rule 144A/IAI
Global Certificate for the Class K Certificates in an amount equal to the
denomination of the Class K Certificates issued as Definitive Certificates to
such Certificate Owner.

     (e) 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
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












                                     -185-
<PAGE>

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.
























                                     -186-
<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. 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 each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the 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, the Certificateholders or
the Westfield Shoppingtown Meriden Companion Loan Noteholder 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 Trust Fund, the Trustee, the Certificateholders or the Westfield
Shoppingtown Meriden Companion Loan Noteholder for

                                     -187-
<PAGE>

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 Pool Custodial Account (or, if the matter relates
solely to the Westfield Shoppingtown Meriden Loan Pair, out of the Westfield
Shoppingtown Meriden 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 such party 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 breach on the part of the party seeking indemnification of a
representation or warranty made herein; or (iv) incurred by reason of willful
misfeasance, bad faith or negligence on the part of the party seeking
indemnification 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 (or, if the Westfield Shoppingtown Meriden Loan Pair is
affected, the rights of the Certificateholders and the Westfield Shoppingtown
Meriden Companion Loan Noteholder (as a collective whole)). In such event, other
than with respect to the Westfield Shoppingtown Meriden Loan Pair and/or the
Westfield Shoppingtown Meriden Companion Loan Noteholder, 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
Pool Custodial Account as provided in Section 3.05; provided, however, that if
the Westfield Shoppingtown Meriden Loan Pair and/or the Westfield Shoppingtown
Meriden Companion Loan Noteholder is involved, such expenses, costs and
liabilities shall be payable out of the Westfield Shoppingtown Meriden Custodial
Account pursuant to Section 3.05A and, to the extent attributable to the
Westfield Shoppingtown Meriden Mortgage Loan, shall also be payable out of the
Pool Custodial Account if amounts on deposit in the Westfield Shoppingtown
Meriden Custodial Account are insufficient therefor. 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 by the Depositor, the Trustee, any Certificateholder or
the Westfield Shoppingtown Meriden Companion Loan Noteholder, subject to the
provisions of Section 8.05(c).

                                     -188-
<PAGE>

     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 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 and 4.06, 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 and/or the Special
Servicing Fee, as applicable, that accrues pursuant hereto from and after the
date of such transfer shall be payable to such successor.

     SECTION 6.05. Rights of Depositor, Trustee and the Westfield Shoppingtown
                   Meriden Companion Loan Noteholder in Respect of Master
                   Servicer and the Special Servicer.

     The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and the Westfield Shoppingtown Meriden
Companion Loan Noteholder, 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, the Trustee
and the Westfield Shoppingtown Meriden Companion Loan Noteholder 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

                                     -189-
<PAGE>

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.

     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, Trustee and the Westfield
                   Shoppingtown Meriden Companion Loan Noteholder to Cooperate
                   with Master Servicer.

     The Depositor, the Special Servicer and the Trustee shall each furnish (and
the Westfield Shoppingtown Meriden Companion Loan Noteholder, pursuant to the
terms of the Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement,
is obligated to furnish to the Master Servicer) 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, Trustee and Westfield
                   Shoppingtown Meriden Companion Loan Noteholder to Cooperate
                   with Special Servicer.

     The Depositor, the Master Servicer and the Trustee shall each furnish (and
the Westfield Shoppingtown Meriden Companion Loan Noteholder, pursuant to the
terms of the Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement,
is obligated to furnish the Special Servicer) 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 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. The Controlling Class Representative

                                     -190-
<PAGE>

shall be required to keep all non-public information received by it in such
capacity pursuant to this Agreement confidential and, upon its designation as
such, shall deliver to the Trustee a confirmation to such effect. Upon its
acquisition of all the Class Q Certificates, Allied Capital Corporation will be
the 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 pursuant to this Agreement confidential. Such Holder or Holders
shall so designate a Person to serve as replacement Special Servicer by the
delivery to the Trustee, the Master Servicer, the Westfield Shoppingtown Meriden
Companion Loan Noteholder 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 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 received on the
Corrected 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 a Custodial Account, a Servicing Account, a Reserve Account
or an REO Account or should have been delivered to the Master Servicer or that
are thereafter received with respect to Specially Serviced Loans and REO
Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder of any termination of the Special Servicer and appointment of a new
Special Servicer in accordance with this Section 6.09.

     Any out-of-pocket costs and expenses incurred in connection with the
removal of a Special Servicer and its replacement by a Person designated by the
Holder or Holders of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class, that are not paid by the replacement Special
Servicer shall be paid by such Holder or Holders.

                                     -191-
<PAGE>

     (b) 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.

     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 (with a copy to the Westfield Shoppingtown Meriden Companion Loan
Noteholder, if the Westfield Shoppingtown Meriden Loan Pair is involved) to the
proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice within 30 days,
such action shall be deemed to comply with, but not modify, the Servicing
Standard. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather only in the case of unusual
circumstances.

     SECTION 6.11. Certain Powers of the Controlling Class Representative.

     (a) Subject to Section 6.11(b), the Controlling Class Representative will
be entitled to advise the Special Servicer with respect to the following actions
of the Special Servicer; and, further subject to Section 6.11(b), the Special
Servicer will not be permitted to take any of the following actions unless and
until it has notified the Controlling Class Representative in writing (with a
copy to the Westfield Shoppingtown Meriden Companion Loan Noteholder if the
Westfield Shoppingtown Meriden Loan Pair is involved) and the Controlling Class
Representative has not objected in writing within five

                                     -192-
<PAGE>

Business Days of having been notified thereof and having been provided a Review
Package and all reasonably requested information with respect thereto (it being
understood and agreed that if such written objection has not been received by
the Special Servicer within such 5-Business Day period, then the Controlling
Class Representative's approval will be deemed to have been given):

         (i) any foreclosure upon or comparable conversion (which may include
     acquisitions of an REO Property) of the ownership of properties securing
     such of the Specially Serviced Loans as come into and continue in default;

         (ii) any modification, extension, amendment or waiver of a monetary
     term (including the timing of payments) or any material non-monetary term
     of a Specially Serviced Loan;

         (iii) any proposed sale of a Specially Serviced Loan or 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 Loan;

         (v) any determination to bring a Mortgaged Property or an REO Property
     into compliance with applicable environmental laws or to otherwise address
     Hazardous Materials located at a Mortgaged Property or an REO Property;

         (vi) any release of collateral for a Specially Serviced Loan (other
     than in accordance with the terms of, or upon satisfaction of, such
     Mortgage Loan);

         (vii) any acceptance of substitute or additional collateral for a
     Specially Serviced Loan (other than in accordance with the terms of such
     Mortgage Loan);

         (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
     with respect to any Mortgage Loan;

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

         (x) any acceptance of a change in the property management company or,
     if applicable, hotel franchise for any Mortgaged Property, to the extent
     Special Servicer consent is required; and

         (xi) any releases of earn-out reserves or related letters of credit
     with respect to a Mortgaged Property securing a Specially Serviced Loan;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) (or, in the case of the Westfield Shoppingtown Meriden Loan
Pair, to protect the interests of the Certificateholders and the Westfield
Shoppingtown Meriden Companion Loan Noteholder (as a collective whole)), the
Special Servicer may take any such action without waiting for the Controlling
Class Representative's response; and provided, further, that, in the case of the
Westfield Shoppingtown Meriden Loan Pair, upon request of the

                                     -193-
<PAGE>

Westfield Shoppingtown Meriden Companion Loan Noteholder during the 5-Business
Day period referred to above, the Special Servicer shall consult with the
Westfield Shoppingtown Meriden Companion Loan Noteholder regarding its views as
to the proposed action (but may, in its sole discretion, reject any advice or
direction from the Westfield Shoppingtown Meriden Companion Loan Noteholder).

     In addition, the Controlling Class Representative may direct the Special
Servicer to take, or to refrain from taking, such actions as the Controlling
Class Representative may deem advisable or as to which provision is otherwise
made herein subject to Section 6.11(b). Upon reasonable request, the Special
Servicer shall provide the Controlling Class Representative with any information
in the Special Servicer's possession with respect to such matters, including its
reasons for determining to take a proposed action; provided that such
information shall also be provided, in a written format, to the Trustee, who
shall make it available for review pursuant to Section 8.14(b) and, insofar as
the Westfield Shoppingtown Meriden Loan Pair is involved, for review by the
Westfield Shoppingtown Meriden Companion Loan Noteholder.

     Each of the Master Servicer and the Special Servicer shall notify the
Controlling Class Representative (and, in the case of the Westfield Shoppingtown
Meriden Mortgage Loan, the Westfield Shoppingtown Meriden Companion Loan
Noteholder) of any release or substitution of collateral for a Loan even if such
release or substitution is in accordance with such Loan.

     (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection from or by the Controlling Class Representative, as contemplated by
Section 6.11(a), may (and the Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the Special Servicer has
determined, in its reasonable, good faith judgment, would) require or cause the
Special Servicer to violate any provision of this Agreement (exclusive of
Section 6.11(a)) or the REMIC Provisions, including the Special Servicer's
obligation to act in accordance with the Servicing Standard. Furthermore, the
Special Servicer shall not be obligated to seek approval from the Controlling
Class Representative for any actions to be taken by the Special Servicer with
respect to any particular Specially Serviced Loan if:

         (i) the Special Servicer has, as provided in Section 6.11(a), notified
     the Controlling Class Representative in writing of various actions that the
     Special Servicer proposes to take with respect to the workout or
     liquidation of that Mortgage Loan; and

         (ii) for 60 days following the first such notice, the Controlling Class
     Representative has objected to all of those proposed actions and has failed
     to suggest any alternative actions that the Special Servicer considers to
     be consistent with the Servicing Standard.

     In addition, notwithstanding anything herein to the contrary, if the unpaid
principal amount of the Westfield Shoppingtown Meriden Companion Loan (net of
any existing Appraisal Reduction Amount calculated in respect of the Loan Pair)
is equal to or greater than 50% of the original unpaid principal amount of the
Westfield Shoppingtown Meriden Companion Loan, then: (i) the Controlling Class
Representative shall not be authorized to exercise any of its rights and powers
provided for in Section 6.11(a) with respect to the Westfield Shoppingtown
Meriden Loan Pair; and (ii) Section 6.11A(a) shall apply with respect to the
Westfield Shoppingtown Meriden Loan Pair, instead of Section 6.11(a).

                                     -194-
<PAGE>

     (c) The Controlling Class Representative will have no liability to the
Certificateholders or the Westfield Shoppingtown Meriden Companion Loan
Noteholder for any action taken, or for refraining from the taking of any
action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that the Controlling Class Representative will not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations or duties. Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the
Controlling Class Representative may, and is permitted hereunder to, have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may,
and is permitted hereunder to, act solely in the interests of the Holders of the
Controlling Class; (iii) the Controlling Class Representative does not have any
duties to the Holders of any Class of Certificates other than the Controlling
Class; (iv) the Controlling Class Representative may, and is permitted hereunder
to, take actions that favor interests of the Holders of the Controlling Class
over the interests of the Holders of one or more other Classes of Certificates;
(v) the Controlling Class Representative shall not be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in willful
misconduct, by reason of its having acted solely in the interests of the Holders
of the Controlling Class; and (vi) the Controlling Class Representative shall
have no liability whatsoever for having so acted, and no Certificateholder may
take any action whatsoever against the Controlling Class Representative, any
Holder of the Controlling Class or any director, officer, employee, agent or
principal thereof for having so acted.

     (d) The Westfield Shoppingtown Meriden Companion Loan Noteholder shall be
entitled to receive, upon request made to any party hereto, a copy of any notice
or report required to be delivered (upon request or otherwise) by such party to
the Controlling Class Representative or the Trustee with respect to the
Westfield Shoppingtown Meriden Loan Pair. Any such party shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies.

     SECTION 6.11A. Certain Powers of the Westfield Shoppingtown Meriden
                    Companion Loan Noteholder.

     (a) Subject to Section 6.11A(b), the Westfield Shoppingtown Meriden
Companion Loan Noteholder will be entitled to advise the Special Servicer with
respect to the following actions of the Special Servicer in connection with the
Westfield Shoppingtown Meriden Loan Pair; and, further subject to Section
6.11A(b), the Special Servicer will not be permitted to take any of the
following actions with respect to the Westfield Shoppingtown Meriden Loan Pair
unless and until its has notified the Westfield Shoppingtown Meriden Companion
Loan Noteholder in writing and the Westfield Shoppingtown Meriden Companion Loan
Noteholder has not objected in writing within five Business Days of having been
notified thereof and having been provided with all reasonably requested
information with respect thereto (it being understood and agreed that if such
written objection has not been received by the Special Servicer within such
five-Business Day period, then the Westfield Shoppingtown Meriden Companion Loan
Noteholder's approval will be deemed to have been given):

         (i) any foreclosure upon or comparable conversion (which may include
     acquisition of an REO Property) of the ownership of the Westfield
     Shoppingtown Meriden Mortgaged Property and the other collateral securing
     the Westfield Shoppingtown Meriden Loan Pair if the Loans in such Loan Pair
     come into and continue in default;

                                     -195-
<PAGE>

         (ii) any modification, amendment or waiver of a monetary term
     (including the timing of payments) or any material non-monetary term of the
     Westfield Shoppingtown Meriden Mortgage Loan and/or the Westfield
     Shoppingtown Meriden Companion Loan;

         (iii) any proposed sale of the Mortgaged Property securing the
     Westfield Shoppingtown Meriden Loan Pair after it becomes an REO Property;

         (iv) any acceptance of a discounted payoff of the Westfield
     Shoppingtown Meriden Companion Loan;

         (v) any determination to bring the Westfield Shoppingtown Meriden
     Mortgaged Property into compliance with applicable environmental laws or to
     otherwise address Hazardous Materials located at such Mortgaged Property;

         (vi) any release of collateral for the Westfield Shoppingtown Meriden
     Loan Pair (other than in accordance with the terms of, or upon satisfaction
     of, the Westfield Shoppingtown Meriden Loan Pair);

         (vii) any acceptance of substitute or additional collateral for the
     Westfield Shoppingtown Meriden Loan Pair (other than in accordance with the
     terms of such Loan Pair);

         (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause for
     the Westfield Shoppingtown Meriden Loan Pair;

         (ix) any acceptance of an assumption agreement releasing the Mortgagor
     from liability under the Westfield Shoppingtown Meriden Loan Pair;

         (x) any acceptance of a change in the property management company for
     the Westfield Shoppingtown Meriden Mortgaged Property, to the extent
     Special Servicer consent is required; and

         (xi) any releases of earn-out reserves or related letters of credit
     with respect to the Westfield Shoppingtown Meriden Mortgaged Property if
     the related Loans are Specially Serviced Loans;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and the
Westfield Shoppingtown Meriden Companion Loan Noteholder (as a collective
whole), the Special Servicer may take any such action without waiting for the
Westfield Shoppingtown Meriden Companion Loan Noteholder's response.

     In addition, subject to Section 6.11A(b), with respect to the Westfield
Shoppingtown Meriden Loan Pair, the Westfield Shoppingtown Meriden Companion
Loan Noteholder may direct the Special Servicer to take, or to refrain from
taking, such actions as the Westfield Shoppingtown Meriden Companion Loan
Noteholder may deem advisable or as to which provision is otherwise made herein.
Upon reasonable request, the Special Servicer shall, with respect to the
Westfield Shoppingtown Meriden Loan Pair, provide the Westfield Shoppingtown
Meriden Companion Loan Noteholder with any information in the Special Servicer's
possession with respect to such matters, including its reasons for determining
to take a proposed action.

                                     -196-
<PAGE>

     Notwithstanding anything herein to the contrary, no advice, direction or
objection from or by the Westfield Shoppingtown Meriden Companion Loan
Noteholder, as contemplated by Section 6.11A(a), may (and the Special Servicer
shall ignore and act without regard to any such advice, direction or objection
that the Special Servicer has determined, in its reasonable, good faith
judgment, would) require or cause the Special Servicer to violate any provision
of this Agreement (exclusive of Section 6.11A(a)), including the Special
Servicer's obligation to act in accordance with the Servicing Standard.
Furthermore, the Special Servicer shall not be obligated to seek approval from
the Westfield Shoppingtown Meriden Companion Loan Noteholder for any actions to
be taken by the Special Servicer with respect to the Westfield Shoppingtown
Meriden Loan Pair if:

         (i) the Special Servicer has, as provided in Section 6.11A(a), notified
     the Westfield Shoppingtown Meriden Companion Loan Noteholder in writing of
     various actions that the Special Servicer proposes to take with respect to
     the workout or liquidation of the Westfield Shoppingtown Meriden Loan Pair;
     and

         (ii) for 60 days following the first such notice, the Westfield
     Shoppingtown Meriden Companion Loan Noteholder 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.

     In addition, notwithstanding anything herein to the contrary, unless the
unpaid principal amount of the Westfield Shoppingtown Meriden Companion Loan
(net of any existing Appraisal Reduction Amount calculated in respect of the
Loan Pair) is equal to or greater than 50% of the original unpaid principal
amount of the Westfield Shoppingtown Meriden Companion Loan, then: (i) the
Westfield Shoppingtown Meriden Companion Loan Noteholder shall not be authorized
to exercise any of its rights and powers provided for in Section 6.11A(a) with
respect to the Westfield Shoppingtown Meriden Companion Loan or the Westfield
Shoppingtown Meriden Mortgage Loan; and (ii) Section 6.11(a) shall apply with
respect to the Westfield Shoppingtown Meriden Companion Loan and the Westfield
Shoppingtown Meriden Mortgage Loan, instead of Section 6.11A(a).

     (b) The Westfield Shoppingtown Meriden Companion Loan Noteholder will not
have any liability to the Trust or 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 Westfield
Shoppingtown Meriden Companion Loan Noteholder will not be protected against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.

     (c) The Westfield Shoppingtown Meriden Companion Loan Noteholder may
designate, in writing, a representative to exercise its rights and powers under
this Section 6.11A or otherwise under this Agreement (copies of such writing to
be delivered to each of the parties hereto). Such designation shall remain in
effect until it is revoked by the Westfield Shoppingtown Meriden Companion Loan
Noteholder by a writing delivered to each of the parties hereto.


                                     -197-
<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 a 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 an REO Account
     or to deposit into, or to remit to the Master Servicer for deposit into, a
     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 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 any failure by the Master Servicer to
     make, on a timely basis, the required payments (including any P&I Advances)
     to the Westfield Shoppingtown Meriden Companion Loan Noteholder on any
     Westfield Shoppingtown Meriden Remittance Date (which, for the purposes of
     this Section 7.01(a)(iii),includes any grace period following such date
     provided for in the Westfield Shoppingtown Co-Lender and Servicing
     Agreement); 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 Westfield Shoppingtown
     Meriden Companion Loan Noteholder (if affected thereby) or 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

                                     -198-
<PAGE>

     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 and
     the Westfield Shoppingtown Meriden Companion Loan Noteholder with an
     Officer's Certificate certifying that it has diligently pursued, and is
     diligently continuing to pursue, a full cure; or

         (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 or the Westfield Shoppingtown Meriden Companion Loan
     Noteholder 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 Westfield Shoppingtown Meriden Companion Loan
     Noteholder (if affected thereby) or 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 and the Westfield
     Shoppingtown Meriden Companion Loan Noteholder 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 either Rating Agency to the
     Certificates (or the securities backed by the Westfield Shoppingtown
     Meriden Companion Loan (if then serviced and administered hereunder)) has
     been qualified, downgraded or withdrawn, or otherwise made the subject of a
     "negative" credit watch, which such Rating Agency has determined, and given
     notice in writing (including through a publication or newsletter) or

                                     -199-
<PAGE>

     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 receipt by the Trustee of notice from either Rating Agency to
     the effect that the Master Servicer or the Special Servicer, as the case
     may be, is no longer approved by such Rating Agency to act in such capacity
     for pools of mortgage loans similar to the Mortgage Pool and such failure
     to be so approved shall cause an Adverse Rating Event or cause the
     Certificates (or the securities backed by the Westfield Shoppingtown
     Meriden Companion Loan then serviced and administered hereunder) to be made
     the subject of a "negative" credit watch unless an approved servicer is
     substituted therefor.

     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) 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 or, to the extent that it is affected by such Event of
Default, the Westfield Shoppingtown Meriden Companion Loan Noteholder, 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, subject to
Section 7.01(d), 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 and the Loans, other than its
rights, if any, as a Certificateholder hereunder or as the holder of the
Westfield Shoppingtown Meriden Companion Loan or any interest therein. If any
Event of Default described in clauses (x) and (xi) 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,
subject to Section 7.01(d), 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 and the Westfield
Shoppingtown Meriden Companion Loan, other than its rights, if any, as a
Certificateholder hereunder or as the holder of the Westfield Shoppingtown
Meriden Companion Loan 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 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 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

                                     -200-
<PAGE>

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 a 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 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 an REO Account, a 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 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 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 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 described in clauses (i) through (ix)
of subsection (a) above 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) If the Master Servicer is terminated solely due to an Event of Default
under Section 7.01(a)(x) or (xi), and if the terminated Master Servicer provides
the Trustee with the appropriate "request for proposal" materials within five
Business Days following such termination, then the Trustee shall promptly
thereafter (using such "request for proposal" materials provided by the
terminated Master Servicer) solicit good faith bids for the rights to master
service the Loans under this Agreement from at least three (3) Persons qualified
to act as Master Servicer hereunder in accordance with Sections 6.02 and 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 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 termination of 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 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 Loans not subject to a Sub-Servicing Agreement at a
sub-servicing fee rate per annum equal to the Master Servicing Fee Rate minus
five (5) basis points per Loan serviced (each, a "Servicing-Retained Bid"); and
(ii) on the basis of terminating each Sub-Servicing Agreement and Sub-

                                     -201-
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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; provided, that if the second highest bid, if any, is
at least 99.0% of the highest bid, then, the Controlling Class Representative
shall select the Qualified Bidder that shall be the Successful Bidder from among
the Qualified Bidders that submitted the highest cash Servicing Retained Bid
(or, if none, the highest cash Servicing Released Bid) and each other Qualified
Bidder that submitted a bid that was at least 99.0% of such bid. If, however,
the Controlling Class Representative does not select the Successful Bidder
within two Business Days of receipt of notice from the Trustee, the Trustee
shall select the Successful Bidder as provided in the preceding sentence without
regard to the proviso therein. 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 termination of the Master Servicer.

     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 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 Trustee was appointed as successor
Master Servicer 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.

     (d) Notwithstanding Section 7.01(b), if any Event of Default on the part of
the Master Servicer occurs that affects only the Westfield Shoppingtown Meriden
Companion Loan or the securities backed thereby, and no Mortgage Loan or the
Certificates are affected by such Event of Default, then, instead of terminating
the Master Servicer in accordance with Section 7.01(b), the Trustee shall
require the Master Servicer to appoint, within 30 days of the Trustee's request,
a Sub-Servicer (or, if the Westfield Shoppingtown Meriden Loan Pair is currently
being sub-serviced, to replace, within 30 days of the Trustee's request, the
then-current Sub-Servicer with a new Sub-Servicer) with respect to the Westfield
Shoppingtown Meriden Loan Pair. In connection with the Master Servicer's
appointment of a Sub-Servicer at the request of the Trustee in accordance with
this Section 7.01(d), the Master Servicer shall obtain written confirmation from
each Rating Agency that such appointment will not result in an Adverse Rating
Event. The related Sub-Servicing Agreement shall provide that any Sub-Servicer
appointed by the Master Servicer at the request of the Trustee in accordance
with this Section 7.01(d) shall be responsible for all duties, and shall be
entitled to all compensation, of the Master Servicer under this Agreement and
the Westfield Shoppingtown Meriden Co-Lender and Servicing Agreement with

                                     -202-
<PAGE>

respect to the Westfield Shoppingtown Meriden Loan Pair, except that the Master
Servicer shall be entitled to retain a portion of the Master Servicing Fee for
the Mortgage Loan in the Westfield Shoppingtown Meriden Loan Pair calculated at
0.05% per annum. Such Sub-Servicing Agreement shall also provide that such
Sub-Servicer shall become the master servicer under the Westfield Shoppingtown
Meriden Co-Lender and Servicing Agreement in the event that the Westfield
Shoppingtown Meriden Loan Pair is ever again serviced and administered
thereunder. If any Sub-Servicer appointed by the Master Servicer at the request
of the Trustee in accordance with this Section 7.01(d) shall at any time resign
or be terminated, the Master Servicer shall be required to promptly appoint a
substitute Sub-Servicer, which appointment shall not result in an Adverse Rating
Event (as evidenced in writing by each Rating Agency). In the event that a
successor Master Servicer is acting hereunder and that successor Master Servicer
desires to terminate the Sub-Servicer appointed under this Section 7.01(d), the
terminated Master Servicer that was responsible for the Event of Default that
led to the appointment of such Sub-Servicer shall be responsible for all costs
incurred in connection with such termination, including the payment of any
termination fee.

     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 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 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 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

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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 Loans as it and such successor shall
agree, subject to the terms of this Agreement, and in the Westfield Shoppingtown
Meriden Co-Lender and Servicing Agreement, limiting the use of funds received in
respect of the Westfield Shoppingtown Meriden Loan Pair to matters related to
such Loan Pair; 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 and to the Westfield
Shoppingtown Meriden Companion Loan Noteholder.

     (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, the Westfield
Shoppingtown Meriden Companion Loan Certificateholder 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, together
with the Westfield Shoppingtown Meriden Companion Loan Noteholder (but only if
it is affected by such Event of Default), may waive such Event of Default;
provided, however, that an Event of Default under clauses (i), (ii), (iii), (x)
and (xi) of Section 7.01(a) may be waived only by all of the Certificateholders
of the affected Classes, together with the Westfield Shoppingtown Meriden
Companion Loan Noteholder (but only if it is affected by such Event of Default).
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.

                                     -204-
<PAGE>

     The foregoing paragraph notwithstanding, if the Holders representing at
least the requisite percentage of the Voting Rights allocated to each affected
Class of Certificates desire to waive an Event of Default under clause (v) of
Section 7.01(a) by the Master Servicer, but the Westfield Shoppingtown Meriden
Companion Loan Noteholder (if affected thereby) does not wish to waive that
Event of Default, then the Westfield Shoppingtown Meriden Companion Loan
Noteholder will be entitled to request that the Master Servicer appoint, within
60 days of the Westfield Shoppingtown Meriden Companion Loan Noteholder's
request, a Sub-Servicer (or, if the Westfield Shoppingtown Meriden Loan Pair is
currently being subserviced, to replace, within 60 days of the Westfield
Shoppingtown Meriden Companion Loan Noteholder's request, the then-current
Sub-Servicer with a new Sub-Servicer) with respect to the Westfield Shoppingtown
Meriden Loan Pair. In connection with the Master Servicer's appointment of a
Sub-Servicer at the request of the Westfield Shoppingtown Meriden Companion Loan
Noteholder in accordance with this Section 7.04, the Master Servicer shall
obtain written confirmation from each Rating Agency that such appointment will
not result in an Adverse Rating Event. The related Sub-Servicing Agreement shall
provide that any Sub-Servicer appointed by the Master Servicer at the request of
the Westfield Shoppingtown Meriden Companion Loan Noteholder in accordance with
this Section 7.04 shall be responsible for all duties, and shall be entitled to
all compensation, of the Master Servicer under this Agreement and the Westfield
Shoppingtown Meriden Co-Lender and Servicing Agreement, except that the Master
Servicer shall be entitled to retain a portion of the Master Servicing Fee for
the Mortgage Loan in the Westfield Shoppingtown Meriden Loan Pair calculated at
0.05% per annum. Such Sub-Servicing Agreement shall also provide that such
Sub-Servicer shall become the master servicer under the Westfield Shoppingtown
Meriden Co-Lender and Servicing Agreement in the event that the Westfield
Shoppingtown Meriden Loan Pair is ever again serviced and administered
thereunder. Such Sub-Servicer shall meet the requirements of Section 3.22. If
any Sub-Servicer appointed by the Master Servicer at the request of the
Westfield Shoppingtown Meriden Companion Loan Noteholder in accordance with this
Section 7.04 shall at any time resign or be terminated, the Master Servicer
shall be required to promptly appoint a substitute Sub-Servicer, which
appointment shall not result in an Adverse Rating Event (as evidenced in writing
by each Rating Agency). In the event a successor Master Servicer is acting
hereunder and that successor Master Servicer desires to terminate the
Sub-Servicer appointed under this Section 7.04, the terminated Master Servicer
that was responsible for the Event of Default that led to the appointment of
such Sub-Servicer shall be responsible for all costs incurred in connection with
such termination, including the payment of any termination fee.

     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 and on behalf of the Westfield Shoppingtown Meriden
Companion Loan Noteholder, 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 and
the Westfield Shoppingtown Meriden Companion Loan Noteholder (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.



                                     -205-
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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.01. Duties of Trustee.

     (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs; provided that if the Trustee is acting as Master Servicer or
Special Servicer, it shall act in accordance with the Servicing Standard. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

         (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

         (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts;

         (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of Holders of Certificates entitled to at
     least 25% of the Voting Rights relating to the time, method and place of

                                     -206-
<PAGE>

     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 do so by Holders of Certificates entitled to at
     least 25% of the Voting Rights; provided, however,

                                     -207-
<PAGE>

     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 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 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 a 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 to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior

                                     -208-
<PAGE>

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 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.

     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 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

                                     -209-
<PAGE>

long-term unsecured debt rating of at least "Aa3" and "AA" (or, if a Fiscal
Agent meeting the requirements of Section 8.17(a) is then currently acting in
such capacity, of at least "A3" and "A-") from Moody's and Fitch, respectively
(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). 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, all Certificateholders and the Westfield
Shoppingtown Meriden Companion Loan Noteholder. 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, the
Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder 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, 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 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, the Certificateholders
and the Westfield Shoppingtown Meriden Companion Loan Noteholder by the
successor trustee so appointed.

                                     -210-
<PAGE>

     (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, the remaining
Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder 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 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 Trust Fund if the
Trustee has been removed in accordance with Section 8.07(c) without cause) 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.

     (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, the Certificateholders and the Westfield Shoppingtown Meriden
Companion Loan Noteholder.


                                     -211-
<PAGE>

     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.

     (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,

                                     -212-
<PAGE>

rights, remedies and trusts vested therein pursuant to the applicable instrument
of appointment and this Section 8.10, shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

     (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.

     SECTION 8.11. Appointment of Custodians.

     The Trustee may appoint at the Trustee's expense one or more Custodians to
hold all or a portion of the Mortgage Files as agent for the Trustee. Each
Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor, either Mortgage
Loan Seller or any Affiliate of any of them. Neither the Master Servicer nor the
Special Servicer shall have any duty to verify that any such Custodian is
qualified to act as such in accordance with the preceding sentence. The Trustee
may enter into agreements to appoint a Custodian which is not the Trustee,
provided that, such agreement: (i) is consistent with this Agreement in all
material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement and, in any event, satisfying the same requirements (including as to
the insurer) as are applicable to any such bond or policy required to be
maintained by the Master Servicer pursuant to Section 3.07.

     SECTION 8.12. Appointment of Authenticating Agents.

     (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of 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

                                     -213-
<PAGE>

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.

     (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

                                     -214-
<PAGE>

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 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 Westfield
Shoppingtown Meriden Companion Loan Noteholder and their designees, 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 Files, including any and all modifications, extensions,
waivers and amendments of the terms of a Loan entered into or consented to by
the Master Servicer or 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

                                     -215-
<PAGE>

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) or
6.11A(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).

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

     (a) With respect to the Trust's fiscal year 2001 (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

                                     -216-
<PAGE>

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
     file with the Commission monthly, with respect to the Trust, a Current
     Report on Form 8-K with copies of the Distribution Date Statements,
     Mortgage Pool Data Update Reports and Unrestricted Servicer Reports
     attached as exhibits;

         (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 enable the Depositor 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) execute and promptly file with the
     Commission any such Current Report on Form 8-K prepared by or on behalf of
     the Depositor and delivered to the Trustee; and

         (iii) within 90 days following the end of such fiscal year, prepare,
     execute and properly 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 (other than those 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, Unrestricted Servicer Reports) contemplated to be filed with the
Commission pursuant to this Section 8.15(a).

     (b) At all times during the Trust's fiscal year 2001 (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 promptly notify the Depositor of the occurrence
or existence of any of the following matters of which a Responsible Officer of
the Trustee has actual knowledge:

         (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 Certificateholder Reports filed with the Commission or has
     not otherwise been reported to the Depositor pursuant to any other section
     of this Agreement;

                                     -217-
<PAGE>

         (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 Certificateholder Reports filed with the Commission or has
     not otherwise been reported to the Depositor pursuant to any other section
     of this Agreement;

         (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Mortgage
     Loans and REO Properties), other than in the normal course of business;

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

         (v) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of the Trust, to which the Trust (or
     any party to this Agreement on behalf of the Trust) is a party or of which
     any property included in the Trust Fund is subject, or any threat by a
     governmental authority to bring any such legal proceedings;

         (vi) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     or pertaining to the Trust or any party to this Agreement, or any actions
     by or on behalf of the Trust or any party to this Agreement indicating its
     bankruptcy, insolvency or inability to pay its obligations; and

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

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal 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
subsection (c) below) 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.

     (c) The Master Servicer, the Special Servicer and the Depositor shall each,
as applicable, promptly notify the Trustee of the occurrence or existence of any
of the following matters of which a Servicing Officer thereof has actual
knowledge:

         (i) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of such Person, to which the Trust or
     such Person or such Person 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; and

         (ii) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     such Person or the Trust, or any actions by or on behalf of such Person or
     the Trust indicating its bankruptcy, insolvency or inability to pay its
     obligations.

                                     -218-
<PAGE>

     (d) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2001), 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.

     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
and the Westfield Shoppingtown Meriden Companion Loan Noteholder, as of the
Closing Date, that:

         (i) The Trustee is a national banking association duly organized,
     validly existing and in good standing under the laws of the United States
     of America.

         (ii) The execution and delivery of this Agreement by the Trustee, and
     the performance and compliance with the terms of this Agreement by the
     Trustee, will not violate the Trustee's organizational documents or
     constitute a default (or an event which, with notice or lapse of time, or
     both, would constitute a default) under, or result in the breach of, any
     material agreement or other instrument to which it is a party or which is
     applicable to it or any of its assets.

         (iii) Except to the extent that the laws of certain jurisdictions in
     which any part of the Trust Fund may be located require that a co-trustee
     or separate trustee be appointed to act with respect to such property as
     contemplated by Section 8.10, the Trustee has the full power and authority
     to enter into and consummate all transactions contemplated by this
     Agreement, has duly authorized the execution, delivery and performance of
     this Agreement, and has duly executed and delivered this Agreement.

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

         (v) The Trustee is not in violation of, and its execution and delivery
     of this Agreement and its performance and compliance with the terms of this
     Agreement, including, but not limited to, its responsibility to make P&I
     Advances if the Master Servicer fails to make a P&I Advance, will not
     constitute a violation of, any law, any order or decree of any court or
     arbiter, or any order, regulation or demand of any federal, state or local
     governmental or regulatory authority, which violation, in the Trustee's
     good faith and reasonable judgment, is likely to affect materially and
     adversely either the ability of the Trustee to perform its obligations
     under this Agreement or the financial condition of the Trustee.

         (vi) No litigation is pending or, to the best of the Trustee's
     knowledge, threatened against the Trustee that, if determined adversely to
     the Trustee, would prohibit the Trustee from entering into this Agreement
     or, in the Trustee's good faith and reasonable


                                     -219-
<PAGE>

     judgment, is likely to materially and adversely affect either the ability
     of the Trustee to perform its obligations under this Agreement or the
     financial condition of the Trustee.

         (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required for the execution, delivery and
     performance by the Trustee of or compliance by the Trustee with this
     Agreement, or the consummation of the transactions contemplated by this
     Agreement, has been obtained and is effective, except where the lack of
     consent, approval, authorization or order would not have a material adverse
     effect on the performance by the Trustee under this Agreement.

         (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

      (b) The representations and warranties of the Trustee set forth in Section
8.16(a) shall survive the execution and delivery of this Agreement and shall
inure to the benefit of the Persons for whose benefit they were made for so long
as the Trust Fund remains in existence. Upon discovery by any party hereto of
any breach of any of the foregoing representations, warranties and covenants,
the party discovering such breach shall give prompt written notice thereof to
the other parties hereto.

     (c) Any successor Trustee shall be deemed to have made, as of the date of
its succession, each of the representations and warranties set forth in Section
8.16(a), subject to such appropriate modifications to the representation and
warranty set forth in Section 8.16(a)(i) to accurately reflect such successor's
jurisdiction of organization and whether it is a corporation, partnership, bank,
association or other type of organization.

     SECTION 8.17. The Fiscal Agent.

     (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt
rating of no less than "Aa3" from Moody's and "AA" from Fitch (or, in the case
of either Rating Agency, such lower rating as will not (as confirmed in writing
by such Rating Agency) result in an Adverse Rating Event).

     (b) To the extent that the Trustee is required, pursuant to the terms of
this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent shall make such Advance when and as required by the terms of this
Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this
Section 8.17(b) or otherwise pursuant to this Agreement, the obligations of the
Trustee under this Agreement in respect of such Advance shall be satisfied.
Notwithstanding anything contained in this Agreement to the contrary, the Fiscal
Agent shall be entitled to all limitations on liability, rights of reimbursement
and indemnities that the Trustee is entitled to hereunder as if it were the
Trustee.

     (c) All fees and expenses of the Fiscal Agent (other than any interest owed
to the Fiscal Agent in respect of unreimbursed Advances) incurred by the Fiscal
Agent in connection with the transactions contemplated by this Agreement shall
be borne by the Trustee, and neither the Trustee nor the Fiscal Agent shall be
entitled to reimbursement therefor from any of the Trust Fund, the Depositor,
the Master Servicer or the Special Servicer.

                                     -220-
<PAGE>

     (d) The obligations of the Fiscal Agent set forth in this Section 8.17 or
otherwise pursuant to this Agreement shall exist only for so long as the Trustee
that appointed it (or, in the case of the initial Fiscal Agent, so long as the
initial Trustee) shall act as Trustee hereunder. The Fiscal Agent may resign or
be removed by the Trustee only if and when the existence of such Fiscal Agent is
no longer necessary for such Trustee to satisfy the eligibility requirements of
Section 8.06; provided that the Fiscal Agent shall be deemed to have resigned at
such time as the Trustee that appointed it (or, in the case of the initial
Fiscal Agent, at such time as the initial Trustee) resigns or is removed as
Trustee hereunder (in which case the responsibility for appointing a successor
Fiscal Agent shall belong to the successor Trustee, and which appointment the
successor Trustee shall use its best efforts to make, insofar as such
appointment is necessary for such successor Trustee to satisfy the eligibility
requirements of Section 8.06). Any successor fiscal agent so appointed shall be
required to execute and deliver to the other parties hereto a written agreement
to assume and perform the duties of the Fiscal Agent set forth in this
Agreement; provided that no such successor shall become Fiscal Agent hereunder
unless either (i) it satisfies the rating requirements of Section 8.17(a) or
(ii) the Trustee shall have received written confirmation from each Rating
Agency that the succession of such proposed successor fiscal agent would not, in
and of itself, result in an Adverse Rating Event.

     (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder 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 and the Westfield
Shoppingtown Meriden Companion Loan Noteholder, as the Closing Date, that:

         (i) The Fiscal Agent is a banking association duly organized, validly
     existing and in good standing under the laws of the Netherlands.

         (ii) The execution and delivery of this Agreement by the Fiscal Agent,
     and the performance and compliance with the terms of this Agreement by the
     Fiscal Agent, will not violate the Fiscal Agent's organizational documents
     or constitute a default (or an event which, with notice or lapse of time,
     or both, would constitute a default) under, or result in a material breach
     of, any material agreement or other instrument to which it is a party or by
     which it is bound.

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

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

                                     -221-
<PAGE>

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

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

         (vii) Any consent, approval, authorization or order of any court or
     governmental agency or body required for the execution, delivery and
     performance by the Fiscal Agent of or compliance by the Fiscal Agent with
     this Agreement, or the consummation of the transactions contemplated by
     this Agreement, has been obtained and is effective, except where the lack
     of consent, approval, authorization or order would not have a material
     adverse effect on the performance by the Fiscal Agent under this Agreement.

     (b) The representations and warranties of the Fiscal Agent set forth in
Section 8.18(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.

     (c) Any successor Fiscal Agent shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 8.18(a) subject to such appropriate modifications to the representations
and warranties set forth in Section 8.18(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.



                                     -222-
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                                   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, the Master Servicer,
Lehman Brothers, the Special Servicer or any Controlling Class Certificateholder
of all Mortgage Loans and each REO Property remaining in REMIC I 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 REMIC I, 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) or Section 4.03A(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; 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
REMIC I 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% 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 REMIC I
and shall thereafter effect such purchase in accordance with the terms hereof.
If the Trust Fund is to be terminated in connection with the Master Servicer's,
the Special Servicer's, a Controlling Class Certificateholder's, Lehman
Brothers' or the Depositor's purchase of all of the Mortgage Loans and each REO
Property remaining in REMIC I, the Master Servicer, the Special

                                     -223-
<PAGE>

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 Pool Custodial Account, an
amount in immediately available funds equal to the above-described purchase
price (provided, however, that if any REO Property being purchased pursuant to
the foregoing was formerly the Westfield Shoppingtown Meriden Mortgaged
Property, the portion of the above-described purchase price allocable to such
REO Property shall initially be deposited into the Westfield Shoppingtown
Meriden Custodial Account); 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 Pool Custodial Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Pool Custodial Account that would otherwise be held
for future distribution. Upon confirmation that such final deposits have been
made, subject to Section 3.25, 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, except in the case of the Westfield Shoppingtown
Meriden Mortgage Loan, pursuant to this paragraph shall be on a
servicing-released basis and, if any Mortgage Loan purchased pursuant to this
Section 9.01 is the Westfield Shoppingtown Meriden Mortgage Loan, the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.25
hereof.

     Following the date on which the aggregate Certificate Principal Balance of
the Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F and Class
G Certificates is reduced to zero, all the 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 (except any REO Property that was previously the Westfield
Shoppingtown Meriden Mortgaged Property, which shall be dealt with in the manner
set forth below) 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 deposit in the Pool 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 Pool Custodial Account. 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 Pool



                                     -224-
<PAGE>

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, except in the case of the Westfield Shoppingtown Meriden
Mortgage Loan, pursuant to this paragraph shall be on a servicing-released basis
and if any Mortgage Loan exchanged pursuant to this Section 9.01 is the
Westfield Shoppingtown Meriden Mortgage Loan, the release, endorsement or
assignment of the documents constituting the related Mortgage File shall be in
the manner contemplated by Section 3.25 hereof. Further, if, at the time the
Certificateholders exchange all the Certificates for all the Mortgage Loans and
REO Properties in the Trust Fund, the Westfield Shoppingtown Meriden Mortgaged
Property has become an REO Property, such REO Property may not be so exchanged,
but shall be purchased as an REO Property in the manner and at the price
specified in the preceding paragraph as if such REO Property was being purchased
in connection with a purchase of all the Mortgage Loans and each REO Property in
the Trust Fund pursuant to the preceding paragraph.

     Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders and the Westfield Shoppingtown Meriden Companion Loan
Noteholder 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 REMIC I or in connection with an exchange of all the
Certificates for the Mortgage Loans and REO Properties 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 (vii) of
Section 3.05(b), and further exclusive of any portion thereof that represents
Prepayment Premiums, Yield Maintenance Charges 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;

                                     -225-
<PAGE>

         (ii) to distributions of principal to the Holders of the respective
     Classes of Class A Certificates, up to an amount equal to, and pro rata in
     accordance with, the Class Principal Balance of each such Class of
     Certificates outstanding immediately prior to such Distribution Date;

         (iii) to distributions to the Holders of the respective Classes of
     Class A Certificates, up to an amount equal to, pro rata in accordance
     with, and in reimbursement of, all Realized Losses and Additional Trust
     Fund Expenses, if any, previously allocated to each such Class of
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (iv) to distributions of interest to the Holders of the Class B
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class B Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (v) to distributions of principal to the Holders of the Class B
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class B Certificates outstanding immediately prior to such Distribution
     Date;

         (vi) to distributions to the Holders of the Class B Certificates, up to
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class B
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (vii) to distributions of interest to the Holders of the Class C
     Certificates up to an amount equal to all Distributable Certificate
     Interest in respect of the Class C Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (viii) to distributions of principal to the Holders of the Class C
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class C Certificates outstanding immediately prior to such Distribution
     Date;

         (ix) to distributions to the Holders of the Class C Certificates, up to
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class C
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (x) to distributions of interest to the Holders of the Class D
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class D Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xi) to distributions of principal to the Holders of the Class D
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class D Certificates outstanding immediately prior to such Distribution
     Date;

         (xii) to distributions to the Holders of the Class D Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class D
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

                                     -226-
<PAGE>

         (xiii) to distributions of interest to the Holders of the Class E
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class E Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xiv) to distributions of principal to the Holders of the Class E
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class E Certificates outstanding immediately prior to such Distribution
     Date;

         (xv) to distributions to the Holders of the Class E Certificates, up to
     an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class E
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xvi) to distributions of interest to the Holders of the Class F
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class F Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xvii) to distributions of principal to the Holders of the Class F
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class F Certificates outstanding immediately prior to such Distribution
     Date;

         (xviii) to distributions to the Holders of the Class F Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class F
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xix) to distributions of interest to the Holders of the Class G
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class G Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xx) to distributions of principal to the Holders of the Class G
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class G Certificates outstanding immediately prior to such Distribution
     Date;

         (xxi) to distributions to the Holders of the Class G Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class G
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xxii) to distributions of interest to the Holders of the Class H
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class H Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xxiii) to distributions of principal to the Holders of the Class H
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class H Certificates outstanding immediately prior to such Distribution
     Date;

                                     -227-
<PAGE>

         (xxiv) to distributions to the Holders of the Class H Certificates up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class H
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xxv) to distributions of interest to the Holders of the Class J
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class J Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xxvi) to distributions of principal to the Holders of the Class J
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class J Certificates outstanding immediately prior to such Distribution
     Date;

         (xxvii) to distributions to the Holders of the Class J Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class J
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xxviii) to distributions of interest to the Holders of the Class K
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class K Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xxix) to distributions of principal to the Holders of the Class K
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class K Certificates outstanding immediately prior to such Distribution
     Date;

         (xxx) to distributions to the Holders of the Class K Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class K
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xxxi) to distributions of interest to the Holders of the Class L
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class L Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xxxii) to distributions of principal to the Holders of the Class L
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class L Certificates outstanding immediately prior to such Distribution
     Date;

         (xxxiii) to distributions to the Holders of the Class L Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class L
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xxxiv) to distributions of interest to the Holders of the Class M
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class M Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

                                     -228-
<PAGE>

         (xxxv) to distributions of principal to the Holders of the Class M
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class M Certificates outstanding immediately prior to such Distribution
     Date;

         (xxxvi) to distributions to the Holders of the Class M Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class M
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xxxvii) to distributions of interest to the Holders of the Class N
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class N Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xxxviii)to distributions of principal to the Holders of the Class N
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class N Certificates outstanding immediately prior to such Distribution
     Date;

         (xxxix) to distributions to the Holders of the Class N Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class N
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xl) to distributions of interest to the Holders of the Class P
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class P Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xli) to distributions of principal to the Holders of the Class P
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class P Certificates outstanding immediately prior to such Distribution
     Date;

         (xlii) to distributions to the Holders of the Class P Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class P
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

         (xliii) to distributions of interest to the Holders of the Class Q
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class Q Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

         (xliv) to distributions of principal to the Holders of the Class Q
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class Q Certificates outstanding immediately prior to such Distribution
     Date;

         (xlv) to distributions to the Holders of the Class Q Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class Q
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

                                     -229-
<PAGE>

         (xlvi) 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 clauses (i) through (xlv) above;

         (xlvii) 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); and

         (xlviii) 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 (xlvii)
     above.

     All distributions of interest made in respect of the Class X Certificates
on the final Distribution Date pursuant to clause (i) above, shall be deemed to
have been made in respect of the respective Components of such Class, pro rata
in accordance with the respective amounts of Distributable Component Interest in
respect of such 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 and Yield Maintenance Charges 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, Class A-1, Class A-2, Class B, Class C, Class D, Class
E, Class F and Class G Certificates in accordance with Section 4.01(c).

     Any amounts representing Additional Interest on deposit in the Collection
Account as of the Final Distribution Date shall be distributed to the Holders of
the Class Q 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


                                     -230-
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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, or the
Certificateholders exchange all the Certificates for, all of the Mortgage Loans
and each REO Property remaining in REMIC I 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 REMIC I;

         (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
     or otherwise transfer all of the assets of REMIC I to the Master Servicer,
     Lehman Brothers, the purchasing Controlling Class Certificateholder, the
     Special Servicer, the Depositor or the Certificateholders, as the case may
     be, in exchange for cash and/or all the Certificates, as applicable; 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.

     (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.

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                                    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) The REMIC I Regular Interests, the REMIC II Regular Interests and the
Regular Interest Certificates (or, in the case of the X Certificates, each of
the Components of 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-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 REMIC I, REMIC II or REMIC III (within
the meaning of Treasury regulation Section 1.860D-1(b)(1)), respectively.

     (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 REMIC I Regular Interest, each REMIC II Regular Interest
and each Class of Regular Interest Certificates (or, in the case of the Class X
Certificates, each Component of 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 of REMIC I, REMIC II and REMIC III (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 Trust Fund from the assets included in REMIC I unless otherwise
provided in Section 10.01(i) or 10.01(j)).

                                     -232-
<PAGE>

     (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

     (h) The Tax Administrator shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of each
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

     (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) endanger the status of any REMIC Pool as a REMIC,
or (ii) except as provided in Section 3.17(a), result in the imposition of a tax
upon any REMIC Pool (including, but not limited to, the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) or the result
in the imposition of a tax on "net income from foreclosure property" as defined
in Section 860G(c) of the Code (any such endangerment of REMIC status or, except
as provided in Section 3.17(a), imposition of a tax, an "Adverse REMIC Event"),
unless the Tax Administrator has obtained or received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust
Fund if the Tax Administrator seeks to take such action or to refrain from
acting for the benefit of the Certificateholders) 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

                                     -233-
<PAGE>

REMIC Event or an Adverse Grantor Trust Event could result from such action or
failure to act. In addition, prior to taking any action with respect to any
REMIC Pool, or causing any REMIC Pool to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the Tax Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event or an
Adverse Grantor Trust Event to occur. The Tax Administrator may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not permitted by this Agreement, but in no
event at the cost or expense of the Trust Fund or the Trustee. At all times as
may be required by the Code, the Tax Administrator shall make reasonable efforts
to ensure that substantially all of the assets of each REMIC Pool will consist
of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

     (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Mortgage Loans did not, at the time of their transfer to
the REMIC I, 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 from the assets included in REMIC I. 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

                                     -234-
<PAGE>

Mortgage Loans (except in connection with (A) the default or reasonably
foreseeable material default of a Mortgage Loan, including, but not limited to,
the sale or other disposition of a Mortgaged Property acquired by deed in lieu
of foreclosure, (B) the bankruptcy of any REMIC Pool, (C) the termination of any
REMIC Pool pursuant to Article IX of this Agreement, or (D) a purchase of
Mortgage Loans pursuant to or as contemplated by Article II or III of this
Agreement); (ii) the sale or disposition of any investments in the Pool
Custodial Account or the Pool 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 Pool Custodial Account or the Pool REO Account or
an interest in a single member limited liability company, as provided in Section
3.16); 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

                                     -235-
<PAGE>

Administrator or its designee such information with respect to the Grantor Trust
as is in its possession and reasonably requested by the Tax Administrator to
enable it to perform its obligations under this Section 10.02. Without limiting
the generality of the foregoing, the Depositor, within ten days following the
Tax Administrator's request therefor, shall provide in writing to the Tax
Administrator such information as is reasonably requested by the Tax
Administrator for tax purposes, and the Tax Administrator's duty to perform its
reporting and other tax compliance obligations under this Section 10.02 shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the Tax Administrator to
perform such obligations.

     (d) The Tax Administrator shall perform on behalf of the Grantor Trust all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the IRS or any state or local taxing authority, including the furnishing to
Certificateholders of the schedules described in Section 10.01(c).

     (e) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions or
result in the imposition of a tax upon the Grantor Trust or its assets or
transactions (any such endangerment or imposition, an "Adverse Grantor Trust
Event"), unless the Tax Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the Tax Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Tax
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the Tax Administrator
or the Trustee.

     (f) If any tax is imposed on the Grantor Trust, such tax, together with all
incidental costs and expenses (including penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the Tax Administrator, if such tax
arises out of or results from a breach by the Tax Administrator of any of its
obligations under this Section 10.02; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Section 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

                                     -236-
<PAGE>

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.

















                                     -237-
<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 or
the Westfield Shoppingtown Meriden Companion Loan Noteholder, (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, (iii) to add any other provisions with respect to matters or
questions arising hereunder which shall not be inconsistent with the 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 classified 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); or (viii), to otherwise modify or delete existing provisions of this
Agreement; provided that such amendment (other than any amendment for any of the
specific purposes described in clauses (i), (ii), (iv), (v), (vi) and (vii)
above) shall not adversely affect in any material respect the interests of any
Certificateholder or the Westfield Shoppingtown Meriden Companion Loan
Noteholder, 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 (or a class of securities backed by the Westfield Shoppingtown
Meriden Companion Loan) 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.

     (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 Loans which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate, or which are
required to be distributed to the Westfield Shoppingtown Meriden Companion Loan
Noteholder, without the consent of the Westfield Shoppingtown Meriden Companion
Loan Noteholder, (ii) adversely affect in any material respect the interests of
the Holders of any Class of Certificates or the Westfield Shoppingtown Meriden
Companion Loan Noteholder in a manner other than as described in (i) without the
consent of the Holders of all Certificates of such Class or the consent of the
Westfield Shoppingtown Meriden Companion Loan Noteholder, as the case may be,
(iii) modify the provisions of

                                     -238-
<PAGE>

this Section 11.01, without the consent of the Holders of all Certificates then
outstanding and the consent of the Westfield Shoppingtown Meriden Companion Loan
Noteholder, (iv) modify the provisions of Section 3.20 or the Servicing
Standard, without the consent of the Holders of all Regular Interest
Certificates then outstanding and the consent of the Westfield Shoppingtown
Meriden Companion Loan Noteholder, or (v) modify the specified percentage of
Voting Rights which are required to be held by Certificateholders to consent or
not to 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 and the Westfield Shoppingtown
Meriden Companion Loan Noteholder.

     (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 Pool 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).

                                     -239-
<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
Pool Custodial Account pursuant to Section 3.05(a)) or, to the extent that it
benefits the Westfield Shoppingtown Meriden Companion Loan Noteholder, out of
the Westfield Shoppingtown Meriden Custodial Account pursuant to Section
3.05(A)(a)) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders and/or the Westfield
Shoppingtown Meriden Companion Loan Noteholder; 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 and the Westfield
                    Shoppingtown Meriden Companion Loan Noteholder.

     (a) The death or incapacity of any Certificateholder or the Westfield
Shoppingtown Meriden Companion Loan Noteholder shall not operate to terminate
this Agreement or the Trust Fund, nor entitle such Certificateholder's or the
Westfield Shoppingtown Meriden Companion Loan Noteholder'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 and the Westfield Shoppingtown Meriden Companion
Loan Noteholder (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 and/or the Westfield Shoppingtown
Meriden Companion Loan Noteholder from time to time as partners or members of an
association; nor shall any Certificateholder or the Westfield Shoppingtown
Meriden Companion Loan Noteholder 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) The Certificateholders and the Westfield Shoppingtown Meriden Companion
Loan Noteholder shall not 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 Loan, unless, with respect to
any suit, action or proceeding upon or under or with respect to this Agreement,
such Holder 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

                                     -240-
<PAGE>

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 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.

     This Agreement and the Certificates 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, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

     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, 200 Vesey Street, New York, New York 10285, Attention:
Scott Lechner--LB-UBS Commercial Mortgage Trust 2001-C2, facsimile number: (212)
526-3746; (ii) in the case of the Master Servicer, First Union National Bank,
First Union Capital Markets, NC 1075, 8739 Research Drive, URP-4, Charlotte,
North Carolina 28288-1075, Attention: LB-UBS Mortgage Trust 2001-C2; facsimile
number: (704) 593-7735; (iii) in the case of the Special Servicer, ORIX Real
Estate Capital Markets, LLC, 1717 Main Street, 14th Floor, Dallas, Texas 75201,
Attention: Edgar L. Smith, II, facsimile number: (214) 237-2034, with a copy to
ORIX Real Estate Capital Markets, LLC, 1717 Main Street, 12th Floor, Dallas,
Texas 75201, Attention: Paul Smyth, facsimile number: (214) 237-2040; (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 2001-C2, facsimile
number: (312) 904-2084; (v) in the case of the Underwriters, (A) Lehman
Brothers, Inc., Three World Financial Center, New York, New York 10285,
Attention: Tricia Hall/Commercial Mortgage Trading, facsimile number: (212)
526-3746, (B) UBS Warburg LLC, 299 Park Avenue, New York, New York 10171,
Attention: Ahmed Alali, facsimile number: (212) 821-3162, with a copy to Robert
C, Dinerstein, General Counsel, and (C) Salomon Smith Barney Inc., Seven World
Trade Center, New York, New York 10048, Attention: Angela Vleck, facsimile
number: (212) 816-8307; (vi) in the case of the Rating Agencies, (A) Moody's
Investors Services, Inc., 99 Church Street, New York, New York 10007, Attention:
CMBS Monitoring, facsimile number: (212) 553-1350, and (B) Fitch Inc., One State
Street Plaza, New York, New York 10004, Attention: Commercial Mortgage
Surveillance Department, facsimile number: (212) 635-0295; (vii) 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: Douglas

                                     -241-
<PAGE>

Cooper, facsimile number (202) 659-2053; or, as to each such Person, such other
address as may hereafter be furnished by such Person to the parties hereto in
writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.

     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 and interest received or receivable with
respect to the Mortgage Loans (other than principal and interest payments due
and payable prior to the Cut-off Date and any Principal Prepayments received on
or prior to the Cut-off Date), all amounts held from time to time in the Pool
Custodial Account, the Collection Account, the Interest Reserve Account, the
Special Reserve Account, the Excess Liquidation Proceeds Account and, if
established, the Pool 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 all appropriate locations in the State
of New York promptly following the initial issuance of the Certificates, and the
Trustee shall prepare, execute and file at each such office, with the reasonable
cooperation of the Depositor, 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 New York 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

                                     -242-
<PAGE>

126 should at any time be repealed or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, said Section 126 shall cease
to have any further effect upon the provisions of this Agreement. In case of a
conflict between the provisions of this Agreement and any mandatory provisions
of Article 4-A of the New York Real Property Law, such mandatory provisions of
said Article 4-A shall prevail, provided that if said Article 4-A shall not
apply to this Agreement, should at any time be repealed, or cease to apply to
this 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. The Westfield Shoppingtown Meriden Companion Loan Noteholder
and any designees thereof acting on behalf of or exercising the rights of the
Westfield Shoppingtown Meriden Companion Loan Noteholder shall be third-party
beneficiaries to this Agreement with respect to their rights as specifically
provided for herein. The Westfield Shoppingtown Meriden Trustee and the
Westfield Shoppingtown Meriden Fiscal Agent shall be third-party beneficiaries
to this Agreement solely with respect to reimbursement of P&I Advances made by
such Persons, with interest, as provided in Section 3.05A hereof. This Agreement
may not be amended in any manner that would 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 and Controlling Class
                    Representative.

     (a) The Trustee shall promptly provide notice to each Rating Agency and the
Controlling Class Representative 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;


                                     -243-
<PAGE>

         (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, the Interest
     Reserve Account or the Excess Proceeds Liquidation Account;

         (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 any Custodial Account.

     (c) The Special Servicer shall furnish each Rating Agency with respect to a
Specially Serviced 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), 4.03(c) or 4.03A(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.

                                     -244-
<PAGE>

     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.

     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.







                                     -245-
<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
                                           Depositor

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


                                         FIRST UNION NATIONAL BANK
                                           Master Servicer

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


                                         ORIX REAL ESTATE CAPITAL MARKETS, LLC
                                           Special Servicer

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


                                         LASALLE BANK NATIONAL ASSOCIATION
                                           Trustee

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


                                     -246-
<PAGE>


                                         ABN AMRO BANK N.V.
                                           Fiscal Agent

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

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





                                     -247-
<PAGE>

STATE OF NEW YORK           )
                            )  ss.:
COUNTY OF NEW YORK          )

     On the ______ day of _____________, 2001, before me, a notary public in and
for said State, personally appeared ______________________________________,
known to me to be a _________________________________ of STRUCTURED ASSET
SECURITIES CORPORATION, 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.



                                        ---------------------------------------
                                                      Notary Public

[Notarial Seal]





<PAGE>

STATE OF ___________________         )
                                     )  ss.:
COUNTY OF _________________          )



     On the ______ day of _____________, 2001, before me, a notary public in and
for said State, personally appeared ______________________________________,
known to me to be a ___________________________________ of FIRST UNION NATIONAL
BANK, 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.



                                        ---------------------------------------
                                                      Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________      )
                                  )  ss.:
COUNTY OF _________________       )



     On the ______ day of _____________, 2001, before me, a notary public in and
for said State, personally appeared ______________________________________,
known to me to be a ___________________________________ of ORIX REAL ESTATE
CAPITAL MARKETS, LLC, 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.

                                        ---------------------------------------
                                                      Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________    )
                                )  ss.:
COUNTY OF _________________     )



     On the ______ day of _____________, 2001, before me, a notary public in and
for said State, personally appeared ______________________________________,
known to me to be a ___________________________________ 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.


                                        ---------------------------------------
                                                      Notary Public

[Notarial Seal]

<PAGE>


STATE OF ___________________        )
                                    )  ss.:
COUNTY OF _________________         )



     On the ______ day of _____________, 2001, before me, a notary public in and
for said State, personally appeared ______________________________ and
___________________________, known to me to be a _____________________________
and _______________________, 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.




                                        ---------------------------------------
                                                      Notary Public

[Notarial Seal]

<PAGE>
                       MORTGAGE LOAN SCHEDULE (SCHEDULE I)
LOANS: 141
BALANCE: 1,319,080,829

<TABLE>
<CAPTION>
LOAN                                                                                                                            ZIP
NUMBER PROPERTY NAME                                STREET ADDRESS                                  CITY              STATE    CODE
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                          <C>                                             <C>              <C>      <C>
1      Westfield Shoppingtown Meriden               470 Lewis Avenue                                Meriden           CT       06451
2      NewPark Mall                                 2086 Newpark Mall                               Newark            CA       94560
3      Harmon Meadow Plaza                          100, 300, 600-800 Plaza Drive                   Secaucus          NJ       07094
3a     100 Plaza Drive                              100 Plaza Drive                                 Secaucus          NJ       07094
3b     600-800 Plaza Drive                          600-800 Plaza Drive                             Secaucus          NJ       07094
3c     300 Plaza Drive                              300 Plaza Drive                                 Secaucus          NJ       07094
4      Garden City Plaza                            100, 200, & 300 Garden City Plaza               Garden City       NY       11530
5      Citi Properties                              Various                                         San Francisco     CA     Various
5a     520 Geary Street                             520 Geary Street                                San Francisco     CA       94102
5b     980 Bush Street                              980 Bush Street                                 San Francisco     CA       94109
5c     665 Eddy Street                              665 Eddy Street                                 San Francisco     CA       94114
5d     725 Ellis Street                             725 Ellis Street                                San Francisco     CA       94109
5e     930 Post Street                              930 Post Street                                 San Francisco     CA       94109
5f     666 O'Farrell Street                         666 O'Farrell Street                            San Francisco     CA       94109
5g     2656 Van Ness Avenue                         2656 Van Ness Avenue                            San Francisco     CA       94109
5h     701 Fell Street                              701 Fell Street                                 San Francisco     CA       94117
5i     675 O'Farrell Street                         675 O'Farrell Street                            San Francisco     CA       94109
5j     535 Leavenworth Street                       535 Leavenworth Street                          San Francisco     CA       94109
5k     525 Leavenworth Street                       525 Leavenworth Street                          San Francisco     CA       94109
6      Philip's at Sunrise Shopping Center          5500 Sunrise Highway                            Massapequa        NY       11758
7      Village at Main Street Portfolio             Various                                         Wilsonville       OR       97070
7a     Village at Main Street Apartments            30050 Town Center Loop West                     Wilsonville       OR       97070
7b     Village at Main Street Commercial Center     8309-8699 Main Street                           Wilsonville       OR       97070
7c     Village at Main Street Offices & Bally's Gym 30050 Town Center Loop West                     Wilsonville       OR       97070
8      Courtyard by Marriott - Philadelphia         21 North Juniper Street                         Philadelphia      PA       19107
9      250 Montgomery Street                        250 Montgomery Street                           San Francisco     CA       94104
10     10950 Tantau Avenue                          10950 Tantau Avenue                             Cupertino         CA       95014
11     215 Coles Street                             215 Coles Street                                Jersey City       NJ       07310
12     Millenium Financial Center                   1550 Seventeenth Street                         Denver            CO       80202
13     Pointe Chase Apartments                      6750 Peachtree Industrial Boulevard             Atlanta           GA       30360
14     Atlanta Portfolio                            Various                                         Atlanta           GA       30303
14a    Courtyard by Marriott - Downtown Atlanta     175 Piedmont Avenue NE                          Altanta           GA       30303
14b    Fairfield Inn - Downtown Atlanta             175 Piedmont Avenue NE                          Atlanta           GA       30303
16     Hartz Mountain Industries                    400 Plaza Drive                                 Secaucus          NJ       07094
17     The Courtyards at Miami Lakes                6431 Cowpen Road                                Miami Lakes       FL       33014
18     International Speedway Square                2500 International Speedway Boulevard           Daytona Beach     FL       32114
19     529 Bryant Street                            529 Bryant Street                               Palo Alto         CA       94301
20     Legacy Oaks                                  225 W. Hillcrest Drive                          Thousand Oaks     CA       91360
21     Occidental Center                            4500 South 129th East Avenue                    Tulsa             OK       74146
22     Shadowood Office Park                        2100-2120 Powers Ferry Road                     Atlanta           GA       30067
23     San Fernando Value Square                    12910-12980 Foothill Boulevard                  San Fernando      CA       91342
24     Remington Canyon Apartments                  1000 American Pacific Drive                     Henderson         NV       89014
25     34 Peachtree                                 34 Peachtree Street                             Atlanta           GA       30303
26     Fishkill Plaza                               U.S. Highway 9                                  Fishkill          NY       12524
27     Waterbury Plaza                              Chase Avenue                                    Waterbury         CT       06704
28     Nittany Commons                              2268 East College Avenue                        State College     PA       16801
29     Best Western Sheraton 4 Points               2480 South Glebe Road                           Arlington         VA       22204
30     Maitland Center                              850 Trafalgar Court                             Maitland          FL       32810
31     Weston Corporate Center II                   2700 S Commerce Parkway                         Weston            FL       33331
32     Brook Run                                    5620 Brook Road                                 Richmond          VA       23227
33     Weston Corporate Center I                    2500 Weston Road                                Weston            FL       33331
34     Metroplex Tech Center I                      3000 Kellway Drive                              Carrollton        TX       75006
35     Chimney Sweep Apartments                     775 Camino del Sur                              Isla Vista        CA       93454
36     University Plaza                             12730 1H-10 West                                San Antonio       TX       78230
37     Allen Central Market                         204-210 North Central Expressway                Allen             TX       75013
38     Regency Shopping Center                      2325 Nicholasville Road and 171 West Lowry Lane Lexington         KY       40503
39     Timberlands at Tomahawk Creek                4000 West 114th Street                          Leawood           KS       66211
40     Trophy Properties                            Various                                         San Francisco     CA     Various
40a    1408 California Street                       1408 California Street                          San Francisco     CA       94114
40b    2 Guerrero Street                            2 Guerrero Street                               San Francisco     CA       94103
40c    400 Page Street                              400 Page Street                                 San Francisco     CA       94102
41     Berdon Plaza                                 261 Washington Street                           Fairhaven         MA       02719
42     Knox Village                                 1500-1550 Coshocton Avenue                      Mount Vernon      OH       43050
43     Lakes at Stone Mountain                      5100 West Mountain Street                       Stone Mountain    GA       31902
44     Fairfax Junction                             Intersection of Routes 29 and 50                Fairfax           VA       22030
45     Century Corporate Center                     100 & 200 Century Parkway                       Mount Laurel      NJ       08054
46     Oak Park Apartments                          1 Garden Drive                                  Roselle           NJ       07203
47     Homewood Suites - Farmington                 2 Farm Glen Boulevard                           Farmington        CT       06032
48     6464 Savoy Drive                             6464 Savoy                                      Houston           TX       77036
49     The Towers                                   330 & 350 Motor Parkway                         Hauppauge         NY       11788
50     49 Ludlow Street                             49 Ludlow Street                                New York          NY       10002
51     Super Stop & Shop                            1001 King's Highway                             New Bedford       MA       02745
52     6621 Electronic Drive                        6621 Electronic Drive                           Springfield       VA       22151
53     Highland Avenue Plaza                        4020-4160 East Highland Avenue                  San Bernardino    CA       92404
54     Latrobe 30 Plaza                             US Route 30                                     Latrobe           PA       15650
55     Courtyard by Marriott - Richmond             Richmond International Airport                  Sandston          VA       23150
56     Aberdeen Commons                             22445 Lorain Road                               Fairview Park     OH       44126
57     Abingdon Towne Center                        300 Towne Center Drive                          Abingdon          VA       24210
58     Lanier Crossing Shopping Center              655 Atlanta Road                                Cumming           GA       30040
59     The Quarry Shopping Center                   4900 Rogers Avenue                              Fort Smith        AR       72903
60     Gateway Crossing Shopping Center             10410-10490 Roosevelt Boulevard                 St. Petersburg    FL       33716
61     Chimney Hill Shopping Center                 3600 Holland Road                               Virginia Beach    VA       23452
62     15 Hermann Street                            15 Hermann Street                               San Francisco     CA       94102
63     Stadium Place Apartments                     3719 Stadium Road                               Jonesboro         AR       72404
64     239 Littleton Road                           239 Littleton Road                              Westford          MA       01886
65     Voit Placentia                               2001-2013 Miraloma Ave                          Placentia         CA       92870
66     Homewood Suites - Dallas                     2747 North Stemmons Freeway                     Dallas            TX       75207
67     Eagle Rock Apartments                        Church Street and Zachary Lane                  Hamilton Township NJ       08650
68     Willow Ridge                                 3548 Rockbridge Road                            Avondale Estates  GA       31902
69     300 & 400 Parker Square                      300 and 400 Parker Square                       Flower Mound      TX       75028
70     Holand Office Portfolio                      Various                                         Various           NY     Various
70a    498 Nepperhan Avenue                         498 Nepperhan Avenue                            Yonkers           NY       10701
70b    225 East 134th Street                        225 East 134th Street                           New York          NY       10451
70c    728 East 136th Street                        728 East 136th Street                           New York          NY       10454
71     United Jersey Bank Plaza                     3131 Route 38                                   Mount Laurel      NJ       08054
72     Crowe's Crossing Shopping Center             1230, 1232 & 1234 South Hairston Road           Stone Mountain    GA       30088
73     Palmdale Promenade                           300-422 Avenue P                                Palmdale          CA       93551
74     Middlesex Business Center                    100, 200 & 250 Corporate Court                  South Plainfield  NJ       07080
75     Clarion Hotel & Towers                       2055 Lincoln Highway                            Edison            NJ       08817
76     Homewood Suites - Brentwood                  5107 Peter Taylor Park                          Brentwood         TN       37027
77     861 Sutter Street                            861 Sutter Street                               San Francisco     CA       94109
78     Plum Park                                    141 NW. 20th Street                             Boca Raton        FL       33431
79     Ronbotics Building                           9500 Innovation Drive                           Manassas          VA       20110
80     North Stafford Plaza                         261 Garrisonville Road                          Garrisonville     VA       22554
81     Lakemont Apartments                          130 Old Atlanta Road                            Newnan            GA       30263
82     Yarmouth Commons                             484 Station Avenue                              South Yarmouth    MA       02664
83     417 North Eighth Street                      417-25 N. 8th Street                            Philadelphia      PA       19123
84     The Palms Apartments                         1001 36th Street                                West Palm Beach   FL       33407
85     3998 Florida Atlantic Boulevard              3998 Florida Atlantic Boulevard                 Boca Raton        FL       33431
86     Southlake Portfolio                          1601 Hart Street and 2050 Greenwood Avenue      Southlake         TX       76092
87     Savage Mill                                  8600 Foundry Street                             Savage            MD       20763
88     French Quarter Apartments                    6643 Abrego Road                                Isla Vista        CA       93454
89     3848 Florida Atlantic Boulevard              3848 Florida Atlantic University Boulevard      Boca Raton        FL       33431
90     Galloway Crossing Shopping Center            2110 N. Galloway Avenue                         Mesquite          TX       75150
91     Regency Square Shopping Center               186 Columbia Turnpike                           Florham Park      NJ       07932
92     Houston I-10 Portfolio                       Various                                         Houston           TX     Various
92a    Hampton Inn - I-10 Houston                   828 Mercury Drive                               Houston           TX       77013
92b    Fairfield Inn - I-10 Houston                 10155 1-10 East Freeway                         Houston           TX       77029
93     Paraiso Plaza                                3300 West 84th Street                           Hialeah           FL       33018
94     Lenoir Marketplace                           2025 Morganton Boulevard Southwest              Lenoir            NC       28645
95     Montclair A&P Center                         516 Valley Road                                 Montclair         NJ       07043
96     Congress Professional Center II              1630 Congress Avenue                            Palm Springs      FL       33437
97     King Soopers Center                          1410 S. Sheridan Bl. & 5125 W. Florida Av.      Denver            CO       80219
98     Marian Gardens                               18 Anderson Lane                                Lynn              MA       01902
99     Violet Street                                1920 East Violet Street                         Los Angeles       CA       90021
100    Commerce Park West                           11576-11596 Pierson Road                        Wellington        FL       33414
101    6776 Southwest Freeway                       6776 Southwest Freeway                          Houston           TX       77074
102    University Commons Apartments                1900 East 30th Street                           Cleveland         OH       44114
103    Hampton Inn - Mobile                         930 S. Beltline Hwy.                            Mobile            AL       36609
104    Sarasota One Stop                            1844-64 17th Street                             Sarasota          FL       34234
105    Walgreens                                    700 West Broward Boulevard                      Fort Lauderdale   FL       33312
106    Perimeter Point Warehouse                    300 Perimeter Point & 3650 Patterson Avenue     Winston-Salem     NC       27105
107    Rossville Centre                             7850 Rossville Boulevard                        Rossville         MD       21236
108    London Towne Shoppes                         4150 Lafayette Road                             Indianapolis      IN       46254
109    Carrier Towne Crossing II                    425 Crossland Boulevard                         Grand Prairie     TX       75052
110    Alta Mesa Village                            5761 East Brown Road                            Mesa              AZ       85205
111    East Pointe Shopping Center                  2550-2590 Hubbell Avenue                        Des Moines        IA       50317
112    Merchants Square Phase II                    7100 Georgia Highway 85                         Riverdale         GA       30274
113    Penn's Market                                5861 York Road                                  Buckingham        PA       18931
114    Naples Plaza                                 5820-5840 & 5846-5860 East Naples Plaza         Long Beach        CA       90803
115    807 Haddon Avenue                            807 Haddon Avenue                               Haddonfield       NJ       08033
116    Country Club Townhomes                       1007-1019 Grove Boulevard                       Austin            TX       78741
117    Warwick Apartments                           2819 Las Vegas Trail                            Ft. Worth         TX       76116
118    Lantana West Shopping Center                 5891 South Militay Trail                        Lantana           FL       33463
119    Woodbridge Commons Shopping Center           841-855 South Randall Road                      Elgin             IL       60123
120    Gateway Plaza                                3030 North Broadway                             Los Angeles       CA       90031
121    2715 Bissonnet Office Building               2715 Bissonnet Street                           Houston           TX       77005
122    12 Elmwood Road                              12 Elmwood Road                                 Menands           NY       12204
123    Office Depot- Joplin                         3132 South Rangeline Road                       Joplin            MO       64804
124    Ridglea Renaissance Office Building          3327-3345 Winthrop                              Fort Worth        TX       76116
125    Cypress Creek Shopping Center                5661 Vineland Road                              Orlando           FL       32819
126    18904-18916 Roscoe Boulevard                 18904-18916 Roscoe Boulevard                    Los Angeles       CA       91324
127    Office Depot - Rogers                        4600 West Walnut                                Rogers            AR       72756
128    Washington Mutual Bank Building              700 South Sepulveda Boulevard                   Manhattan Beach   CA       90266
129    Ridgewood Village Mobile Home Park           3233 Pratt Road                                 Batavia           NY       14020
130    Marlborough Apartments                       400 Marlborough Road                            Brooklyn          NY       11226
131    Casa Nueva Apartments                        241 East Glenn Avenue                           Coalinga          CA       93210
132    1614 West 95th Street                        1614 West 95th Street                           Chicago           IL       60643
133    2160 Bloomingdale Road                       2160 Bloomingdale Road                          Glendale Heights  IL       60139
134    2024 Sheridan Road                           2024 Sheridan Road                              Zion              IL       60099
135    802 Cleveland Street                         802 Cleveland Street                            Elyria            OH       44035
136    1313 West McGalliard Road                    1313 West McGalliard Road                       Muncie            IN       47303
137    Trinity Lofts                                249/251 and 253 Trinity Avenue                  Atlanta           GA       30303
138    600 Boyd Court Drive                         600 Boyd Court Drive                            Azel              TX       76020
139    6601 West Roosevelt Road                     6601 West Roosevelt Road                        Berwyn            IL       60402
140    Weld Park                                    68 Seymour Street                               Boston            MA       02131
141    3591 North Milwaukee Avenue                  3591 North Milwaukee Avenue                     Chicago           IL       60641
142    46-52 White Street                           46-52 White Street                              Danbury           CT       06810
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                     ADMINI-
          CUT-OFF          MONTHLY          ORIGINAL    REMAINING             REMAINING   INTEREST   STRATIVE   PRIMARY
LOAN      DATE             P&I              MORTGAGE    TERM TO  MATURITY-  AMORTIZATION  ACCRUAL      COST    SERVICING  GROUND
NUMBER    BALANCE          PAYMENT          RATE        MATURITY   ARD          TERM       BASIS       RATE        FEE    LEASE?
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>              <C>         <C>      <C>         <C>          <C>        <C>        <C>       <C>
1         $80,000,000.00   $568,907.64      7.4500         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
2         $74,773,008.09   $521,845.00      7.4500         117   02/11/11        356      Act/360      0.101      0.050   Fee Simple
3         $57,857,975.17   $405,941.65      7.5100         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
3a
3b
3c
4         $39,905,968.62   $286,564.90      7.7500         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
5         $39,638,997.87   $279,143.69      7.5600         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
5a
5b
5c
5d
5e
5f
5g
5h
5i
5j
5k
6         $38,888,374.35   $278,861.96      7.7300         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
7         $32,906,863.43   $237,557.27      7.8000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
7a
7b
7c
8         $32,500,000.00   $257,115.60      8.2900          79   12/01/07        300      Act/360      0.101      0.050   Fee Simple
9         $28,464,094.31   $200,448.37      7.5600         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
10        $26,718,414.33   $192,750.57      7.8100         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
11        $25,946,805.47   $193,492.70      7.5800         118   03/11/11        298      Act/360      0.101      0.050   Fee Simple
12        $25,465,261.36   $173,954.95      7.2500         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
13        $23,720,173.39   $170,506.11      7.7500         115   12/01/10        355      Act/360      0.101      0.050   Fee Simple
14        $23,223,394.84   $171,452.66      7.4760         119   04/11/11        299      Act/360      0.101      0.050   Fee Simple
14a
14b
16        $21,946,068.12   $153,997.87      7.5100         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
17        $21,771,969.23   $152,130.32      7.4800         118   03/11/11        358      Act/360      0.101      0.050   Leasehold
18        $20,560,000.00   $139,141.56      7.1700         118   03/11/11        360      Act/360      0.101      0.050   Fee Simple
19        $19,794,647.85   $143,719.66      7.8600         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
20        $18,448,825.61   $134,459.00      7.9000         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
21        $18,446,195.29   $131,260.15      7.6500         116   01/01/11        356      Act/360      0.121      0.070   Fee Simple
22        $14,232,230.44   $100,615.65      7.6000         118   03/06/11        358      Act/360      0.101      0.050   Fee Simple
23        $13,483,381.20    $95,784.43      7.6500         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
24        $13,466,886.14    $94,393.96      7.5000         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
25        $13,460,025.64    $94,949.23      7.5600          56   01/01/06        356      Act/360      0.101      0.050   Fee Simple
26        $13,268,198.91    $94,365.41      7.6500         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
27        $12,963,603.27    $93,943.40      7.8400         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
28        $12,461,562.37    $86,291.80      7.3700         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
29        $12,000,000.00    $91,586.91      7.8700         120   05/11/11        300      Act/360      0.101      0.050   Fee Simple
30        $11,756,453.90    $86,664.42      7.4300         117   02/11/11        297      Act/360      0.101      0.050   Fee Simple
31        $11,484,986.70    $79,780.64      7.4200         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
32        $11,118,277.72    $79,957.03      7.7600         116   01/01/11        356      Act/360      0.121      0.070   Fee Simple
33        $10,885,698.01    $75,469.40      7.4000         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
34        $10,719,354.38    $77,014.32      7.7500         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
35        $10,673,120.21    $73,792.89      7.3600         117   02/01/11        357      Act/360      0.101      0.050   Fee Simple
36        $10,653,966.05    $78,736.70      8.0300         113   10/01/10        353      Act/360      0.101      0.050   Fee Simple
37        $10,519,924.55    $75,581.49      7.7500         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
38        $10,455,673.68    $77,851.97      8.1100         113   10/01/10        353      Act/360      0.151      0.100   Fee Simple
39        $10,244,209.43    $71,844.29      7.5000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
40        $10,117,237.73    $71,247.09      7.5600         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
40a
40b
40c
41         $9,919,945.25    $69,299.52      7.4600         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
42         $9,276,835.61    $64,454.78      7.4100          81   02/11/08        357      Act/360      0.101      0.050   Fee Simple
43         $9,269,151.76    $66,947.96      7.8000         115   12/01/10        355      Act/360      0.101      0.050   Fee Simple
44         $9,038,539.89    $63,526.98      7.5400         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
45         $8,977,079.97    $61,579.11      7.2800          57   02/01/06        357      Act/360      0.121      0.070   Fee Simple
46         $8,973,772.40    $63,794.33      7.6400         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
47         $8,960,767.47    $68,512.24      7.8400         116   01/01/11        296      Act/360      0.101      0.050   Fee Simple
48         $8,873,699.00    $62,657.25      7.5700         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
49         $8,489,400.62    $60,016.35      7.6000         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
50         $8,473,760.04    $63,082.51      8.1200         115   12/11/10        355      Act/360      0.101      0.050   Fee Simple
51         $8,469,289.10    $59,584.00      7.5500         118   03/11/11        358      Act/360      0.101      0.050   Leasehold
52         $8,164,440.06    $63,288.62      8.5300         111   08/01/10        351      Act/360      0.101      0.050   Fee Simple
53         $7,877,069.79    $56,106.04      7.6600         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
54         $7,639,630.12    $52,290.30      7.2700         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
55         $7,563,415.48    $60,329.06      8.3300         115   12/01/10        295      Act/360      0.101      0.050   Fee Simple
56         $7,310,587.84    $51,082.29      7.4800         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
57         $7,082,584.56    $49,644.23      7.5000         117   02/11/11        357      Act/360      0.121      0.070   Fee Simple
58         $6,800,000.00    $52,135.02      8.2900         112   09/11/10        336      Act/360      0.101      0.050   Fee Simple
59         $6,783,320.42    $47,546.59      7.5000         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
60         $6,780,614.88    $48,716.03      7.7500         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
61         $6,483,754.53    $44,960.35      7.3900         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
62         $6,374,487.62    $46,337.83      7.8600         114   11/11/10        354      Act/360      0.101      0.050   Fee Simple
63         $6,254,530.88    $45,498.10      7.8750         115   12/11/10        355      Act/360      0.101      0.050   Fee Simple
64         $6,186,052.99    $45,536.63      8.0100         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
65         $6,180,860.29    $46,013.12      8.1200          79   12/01/07        355      Act/360      0.121      0.070   Fee Simple
66         $6,172,973.15    $47,197.32      7.8400         116   01/01/11        296      Act/360      0.101      0.050   Fee Simple
67         $6,080,389.10    $44,504.76      7.9400          79   12/01/07        355      Act/360      0.121      0.070   Fee Simple
68         $6,079,540.22    $43,701.15      7.7500         115   12/01/10        355      Act/360      0.101      0.050   Fee Simple
69         $6,019,030.32    $44,976.29      8.1600         115   12/01/10        355      Act/360      0.121      0.070   Fee Simple
70         $5,983,733.94    $44,025.87      8.0000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
70a
70b
70c
71         $5,945,799.35    $45,304.45      7.8000         116   01/11/11        296      Act/360      0.101      0.050   Fee Simple
72         $5,900,000.00    $43,054.44      7.7500         116   01/11/11        336      Act/360      0.101      0.050   Fee Simple
73         $5,707,499.99    $39,638.74      7.4000         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
74         $5,583,218.78    $39,156.01      7.5000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
75         $5,524,438.68    $46,922.17      8.6600          80   01/01/08        260      Act/360      0.101      0.050   Fee Simple
76         $5,476,024.57    $41,868.59      7.8400         116   01/01/11        296      Act/360      0.101      0.050   Fee Simple
77         $5,174,472.73    $36,439.40      7.5600         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
78         $5,085,108.00    $36,115.02      7.6300         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
79         $4,986,444.93    $36,688.23      8.0000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
80         $4,882,223.74    $36,370.08      7.5500          81   02/11/08        297      Act/360      0.101      0.050   Fee Simple
81         $4,635,167.70    $34,039.05      7.9750         115   12/01/10        355      Act/360      0.101      0.050   Fee Simple
82         $4,493,839.14    $30,636.91      7.2300         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
83         $4,486,541.89    $31,495.47      7.5100         116   01/01/11        356      Act/360      0.121      0.070   Fee Simple
84         $4,486,380.36    $31,310.73      7.4500         116   01/01/11        356      Act/360      0.121      0.070   Fee Simple
85         $4,386,550.20    $30,464.71      7.4000         116   01/01/11        356      Act/360      0.101      0.050   Leasehold
86         $4,194,735.68    $29,597.43      7.5800         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
87         $4,189,713.22    $32,294.37      8.5000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
88         $4,189,449.07    $28,965.43      7.3600         117   02/01/11        357      Act/360      0.101      0.050   Fee Simple
89         $4,187,161.56    $29,079.95      7.4000         116   01/01/11        356      Act/360      0.101      0.050   Leasehold
90         $4,066,941.96    $29,823.90      7.9600         115   12/01/10        355      Act/360      0.121      0.070   Fee Simple
91         $4,062,797.53    $34,849.49      8.2500         116   01/11/11        236      Act/360      0.101      0.050   Fee Simple
92         $3,695,766.06    $27,284.94      7.4760         119   04/11/11        299      Act/360      0.101      0.050   Fee Simple
92a
92b
93         $3,665,846.34    $25,470.03      7.4100         117   02/01/11        357      Act/360      0.101      0.050   Fee Simple
94         $3,538,966.24    $26,271.72      8.0900         115   12/11/10        355      Act/360      0.101      0.050   Fee Simple
95         $3,508,623.54    $26,039.88      8.0800         114   11/11/10        354      Act/360      0.101      0.050   Fee Simple
96         $3,400,000.00    $25,762.88      8.1600         114   11/11/10        336      Act/360      0.101      0.050   Fee Simple
97         $3,365,474.67    $24,295.63      7.8000         116   01/01/11        356      Act/360      0.121      0.070   Fee Simple
98         $3,300,688.00    $25,366.50      7.9000         116   01/11/11        296      Act/360      0.101      0.050   Fee Simple
99         $3,140,428.31    $21,874.47      7.4300         116   01/01/11        356      Act/360      0.101      0.050   Fee Simple
100        $2,991,204.96    $21,202.86      7.6100         116   01/01/11        356      Act/360      0.121      0.070   Fee Simple
101        $2,975,212.14    $23,490.87      8.7500         113   10/11/10        353      Act/360      0.101      0.050   Fee Simple
102        $2,868,466.69    $20,995.61      7.9500         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
103        $2,784,139.54    $22,556.61      7.5000          81   02/11/08        237      Act/360      0.121      0.070   Leasehold
104        $2,693,759.63    $19,530.04      7.8500         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
105        $2,437,559.25    $18,950.09      8.0250         115   12/11/10        295      Act/360      0.101      0.050   Fee Simple
106        $2,343,466.71    $17,039.13      7.8750         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
107        $2,335,608.63    $18,231.19      8.0600         114   11/01/10        294      Act/360      0.121      0.070   Fee Simple
108        $2,318,302.21    $19,039.70      7.6600         116   01/01/11        236      Act/360      0.121      0.070   Fee Simple
109        $2,292,285.67    $16,477.48      7.7500         115   12/11/10        355      Act/360      0.101      0.050   Fee Simple
110        $2,224,975.15    $16,362.93      8.0000         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
111        $2,194,035.77    $16,142.82      8.0000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
112        $2,080,000.00    $15,319.76      7.8500         117   02/11/11        336      Act/360      0.101      0.050   Fee Simple
113        $1,994,523.04    $14,605.64      7.9500         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
114        $1,938,547.11    $14,121.83      7.9000         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
115        $1,908,647.51    $13,558.82      7.6500         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
116        $1,893,669.60    $13,651.24      7.7800         115   12/11/10        355      Act/360      0.101      0.050   Fee Simple
117        $1,820,391.86    $12,548.89      7.3300         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
118        $1,815,566.07    $12,775.59      7.5400         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
119        $1,805,664.82    $12,829.75      7.6400         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
120        $1,723,063.29    $12,657.44      8.0000         118   03/11/11        358      Act/360      0.101      0.050   Fee Simple
121        $1,593,699.61    $12,189.40      8.4000         113   10/01/10        353      Act/360      0.101      0.050   Fee Simple
122        $1,592,717.35    $11,896.81      7.5700          80   01/01/08        296      Act/360      0.101      0.050   Fee Simple
123        $1,368,870.95    $16,893.53      7.8750         116   01/11/11        116      Act/360      0.101      0.050   Fee Simple
124        $1,243,911.08     $9,611.42      8.5000         111   08/11/10        351      Act/360      0.101      0.050   Fee Simple
125        $1,194,928.53     $9,698.67      9.0500         111   08/01/10        351      Act/360      0.101      0.050   Fee Simple
126        $1,174,757.97     $9,045.33      7.9500         118   03/11/11        298      Act/360      0.101      0.050   Fee Simple
127        $1,173,317.95    $14,480.17      7.8750         116   01/11/11        116      Act/360      0.101      0.050   Fee Simple
128        $1,069,783.82    $13,346.04      8.0000         115   12/11/10        115      Act/360      0.101      0.050   Fee Simple
129        $1,037,035.21     $7,450.69      7.7500         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
130          $921,617.14     $6,949.22      8.2500         114   11/11/10        354      Act/360      0.101      0.050   Fee Simple
131          $857,738.18     $6,400.53      8.1500         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
132          $854,000.00     $6,206.92      7.9000         120   05/11/11        360      Act/360      0.101      0.050   Fee Simple
133          $783,000.00     $5,690.89      7.9000         120   05/11/11        360      Act/360      0.101      0.050   Fee Simple
134          $749,000.00     $5,443.77      7.9000         120   05/11/11        360      Act/360      0.101      0.050   Fee Simple
135          $721,000.00     $5,240.27      7.9000         120   05/11/11        360      Act/360      0.101      0.050   Fee Simple
136          $718,000.00     $5,218.46      7.9000         120   05/11/11        360      Act/360      0.101      0.050   Fee Simple
137          $696,582.60     $5,519.15      8.2500         115   12/11/10        295      Act/360      0.101      0.050   Fee Simple
138          $678,000.00     $4,927.74      7.9000         120   05/11/11        360      Act/360      0.101      0.050   Fee Simple
139          $663,123.15     $4,787.14      7.8000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
140          $622,301.67     $4,782.52      7.9000         116   01/11/11        296      Act/360      0.101      0.050   Fee Simple
141          $616,255.81     $4,448.80      7.8000         116   01/11/11        356      Act/360      0.101      0.050   Fee Simple
142          $570,711.11     $4,197.13      8.0000         117   02/11/11        357      Act/360      0.101      0.050   Fee Simple
       $1,319,080,828.98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                       CREDIT
                                                                                       LEASE
                                                                                       LOAN
                                                                                       (TENANT,   LEASE
        MORTGAGE                                         ARD       ANTICIPATED         GUARANTOR  ENHANCE-   RESIDUAL
LOAN    LOAN                                             MORTGAGE  REPAYMENT    ARD    OR RATED   MENT       VALUE
NUMBER  SELLER  DEFEASANCE                               LOAN      DATE         SPREAD PARTY      POLICY     INSURANCE
-------------------------------------------------------------------------------------------------------------------------
<S>     <C>     <C>                                      <C>       <C>          <C>    <C>        <C>        <C>
1       LB      Defeasance                               No        00/00/0000    0.00    No                  No
2       LB      Defeasance                               Yes         02/11/31    5.00    No                  No
3       UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
3a      UBS
3b      UBS
3c      UBS
4       UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
5       UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
5a      UBS
5b      UBS
5c      UBS
5d      UBS
5e      UBS
5f      UBS
5g      UBS
5h      UBS
5i      UBS
5j      UBS
5k      UBS
6       UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
7       UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
7a      UBS
7b      UBS
7c      UBS
8       LB      Defeasance                               Yes         12/01/25    5.00    No                  No
9       UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
10      UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
11      UBS     Defeasance                               Yes         03/11/26    2.00    No                  Yes
12      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
13      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
14      LB      Defeasance                               No        00/00/0000    0.00    No                  No
14a     LB
14b     LB
16      UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
17      UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
18      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
19      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
20      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
21      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
22      UBS     Defeasance                               Yes         03/06/31    2.00    No                  Yes
23      UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
24      UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
25      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
26      UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
27      LB      Defeasance                               No        00/00/0000    0.00    No                  No
28      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
29      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
30      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
31      LB      Defeasance                               No        00/00/0000    0.00    No                  No
32      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
33      LB      Defeasance                               No        00/00/0000    0.00    No                  No
34      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
35      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
36      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
37      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
38      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
39      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
40      UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
40a     UBS
40b     UBS
40c     UBS
41      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
42      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
43      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
44      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
45      LB      Greater of YM or 1% UPB                  No        00/00/0000    0.00    No                  Yes
46      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
47      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
48      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
49      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
50      UBS     Defeasance                               Yes         12/11/30    2.00    No                  Yes
51      UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
52      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
53      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
54      UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
55      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
56      UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
57      LB      Defeasance                               No        00/00/0000    0.00    No                  No
58      UBS     Defeasance                               Yes         09/11/30    2.00    No                  Yes
59      UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
60      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
61      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
62      UBS     Defeasance                               Yes         11/11/30    2.00    No                  Yes
63      UBS     Defeasance                               Yes         12/11/30    2.00    No                  Yes
64      UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
65      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
66      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
67      LB      Greater of YM or 1% UPB                  No        00/00/0000    0.00    No                  No
68      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
69      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
70      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
70a     UBS
70b     UBS
70c     UBS
71      UBS     Defeasance                               Yes         01/11/26    2.00    No                  Yes
72      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
73      LB      Greater of YM or 1% UPB                  No        00/00/0000    0.00    No                  Yes
74      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
75      UBS     Greater of 3%/2%/1% or Yield Maintenance No        00/00/0000    0.00    No                  No
76      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
77      UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
78      LB      Defeasance                               No        00/00/0000    0.00    No                  No
79      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
80      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
81      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
82      UBS     Defeasance                               No        00/00/0000    0.00    No                  No
83      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
84      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
85      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
86      UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
87      UBS     Defeasance                               Yes         01/11/31    2.00    No                  Yes
88      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
89      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
90      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
91      UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
92      LB      Defeasance                               No        00/00/0000    0.00    No                  No
92a     LB
92b     LB
93      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
94      UBS     Defeasance                               Yes         12/11/30    2.00    No                  Yes
95      UBS     Defeasance                               Yes         11/11/30    2.00    No                  Yes
96      UBS     Greater of 1% or Yield Maintenance       No        00/00/0000    0.00    No                  Yes
97      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
98      UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
99      LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
100     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
101     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
102     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
103     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
104     UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
105     UBS     Defeasance                               Yes         12/11/25    2.00    No                  No
106     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
107     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
108     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
109     UBS     Defeasance                               Yes         12/11/30    2.00    No                  Yes
110     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
111     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
112     UBS     Defeasance                               Yes         02/11/31    2.00    No                  Yes
113     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
114     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
115     UBS     Defeasance                               Yes         03/11/31    2.00    No                  Yes
116     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
117     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
118     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
119     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
120     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
121     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
122     LB      Defeasance                               No        00/00/0000    0.00    No                  Yes
123     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
124     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
125     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
126     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
127     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
128     UBS     Defeasance                               No        00/00/0000    0.00    No                  No
129     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
130     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
131     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
132     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
133     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
134     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
135     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
136     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
137     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
138     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
139     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
140     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
141     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
142     UBS     Defeasance                               No        00/00/0000    0.00    No                  Yes
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                   MORTGAGE
LOAN         CROSS                 LOAN SELLER
NUMBER       COLLATERALIZED        LOAN ID
--------------------------------------------------------------------------------------
<S>          <C>                   <C>
1            No                    LG005-A
2            No                    LG006
3            No                    75622
3a
3b
3c
4            No                    6504
5            Yes - Citi Properties 71691
5a
5b
5c
5d
5e
5f
5g
5h
5i
5j
5k
6            No                    7301
7            Yes - Village         6838
7a
7b
7c
8            No                    912005
9            No                    7184
10           No                    7782
11           No                    7859
12           No                    1018003
13           No                    921003
14           Yes - FELCOR          001206005P
14a
14b
16           No                    75621
17           No                    112
18           No                    1207007
19           No                    7781
20           No                    824009
21           No                    1101007
22           No                    7712
23           No                    7724
24           No                    7404
25           No                    816004
26           No                    504
27           No                    901005
28           No                    990719001
29           No                    10319001
30           No                    1109001
31           Yes - Weston          1226011
32           No                    817001
33           Yes - Weston          1226007
34           No                    7734
35           No                    1004002
36           No                    425005
37           No                    7140
38           No                    328006
39           No                    7269
40           Yes - Citi Properties 71692
40a
40b
40c
41           No                    927004
42           No                    1129004
43           No                    428001
44           No                    501001
45           No                    1107001
46           No                    907016
47           Yes - Homewood        914004
48           No                    919002
49           No                    1016002
50           No                    7516
51           No                    6816
52           No                    125008
53           No                    919005
54           No                    7756
55           No                    1024008
56           No                    7709
57           No                    1205002
58           No                    7029
59           No                    7019
60           No                    7549
61           No                    411003
62           No                    7187
63           No                    7155
64           No                    7241
65           No                    906003
66           Yes - Homewood        914006
67           No                    504004
68           No                    316005
69           No                    511002
70           Yes - Holland         7418
70a
70b
70c
71           No                    7783
72           No                    7660
73           No                    1025001
74           No                    7477
75           No                    7708
76           Yes - Homewood        914007
77           Yes - Citi Properties 71693
78           No                    706007
79           No                    7016
80           No                    1017006
81           No                    706006
82           No                    7791
83           No                    803002
84           No                    1129003
85           No                    981208078
86           No                    7720
87           No                    7386
88           No                    1004001
89           No                    981222024
90           No                    823006
91           No                    7630
92           Yes - FELCOR          001206010P
92a
92b
93           No                    1101001
94           No                    7646
95           No                    6662
96           No                    7625
97           No                    912003
98           No                    7788
99           No                    824017
100          No                    1115003
101          No                    7117
102          No                    7519
103          No                    1101010
104          No                    6969
105          No                    7784
106          No                    7499
107          No                    1002002
108          No                    1003002
109          No                    7143
110          No                    7801
111          No                    6983
112          No                    7728
113          No                    7637
114          No                    6982
115          No                    7785
116          No                    7627
117          No                    926004
118          No                    1129001
119          No                    913001
120          No                    7882
121          No                    11811
122          No                    1006001
123          No                    7422
124          No                    6835
125          No                    11154
126          No                    7498
127          No                    7327
128          No                    7626
129          No                    7365
130          No                    7148
131          No                    7645
132          No                    1
133          No                    3
134          No                    4
135          No                    2
136          No                    6
137          No                    7405
138          No                    5
139          No                    7835
140          No                    7789
141          No                    7836
142          No                    7665
</TABLE>


<PAGE>

                                  SCHEDULE II
                Representations and Warranties of the Depositor
                   with Respect to the Lehman Mortgage Loans

     For purposes of these representations and warranties, 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 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, as applicable, 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 and (ii) subsequent to such origination, utilizing the servicing and
monitoring practices customarily utilized by prudent commercial mortgage loan
servicers with respect to securitizable commercial and multifamily mortgage
loans; 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 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 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, Lehman Mortgage Loan Seller or any
servicer acting on behalf of either.

     The headings set forth herein with respect to each representation and
warranty are for convenience of reference only, and shall not limit, expand or
otherwise affect the meaning thereof.

     (a) 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 the Cut-off Date, and contains all the information
required to be part of the Mortgage Loan Schedule in accordance with the
definition thereof.

     (b) Legal Compliance. 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.
No action has been taken by the Depositor or, to the Depositor's actual
knowledge, any prior holder of such Mortgage Loan, that would cause the
representations and warranties made by the related Mortgagor in the related
Mortgage Loan documents not to be true and correct in any material respect

     (c) Ownership of Mortgage Loan. The Depositor is the sole owner of such
Mortgage Loan, has good and marketable title thereto, has full right, power and
authority to sell, assign and transfer such Mortgage Loan and is transferring
such Mortgage Loan free and clear of any and all liens, pledges, charges,
encumbrances, security interests, participation interest or any other ownership
or security interest or any other interest of any nature or kind encumbering
such Mortgage Loan (other than the related servicing rights); 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; and the Depositor has validly and effectively conveyed to the
Trustee a legal and beneficial interest in and to such Mortgage Loan

<PAGE>

free and clear of any lien, claim, encumbrance, security interests,
participation interest or any other ownership or security interest or any other
interest of any nature or kind. Such Mortgage Loan is properly endorsed as
provided in this Agreement and such endorsement is genuine.

     (d) No Holdback. The proceeds of such Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder. Any and
all requirements under such Mortgage Loan as to completion of any material
on-site or off-site improvement for which funds in excess of the lesser of (i)
$100,000 or (ii) 2.5% of the original principal balance of such Mortgage Loan,
were escrowed, have been complied with in all material respects or any such
funds so escrowed have not been released in contravention of the related
Mortgage Loan documents.

     (e) Loan Document Status. Each of the related Mortgage Note, Mortgage(s),
Assignment(s) of Leases, if any, and other agreements and instruments executed
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
(i) as such enforcement may be limited by (A) bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and (B) by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law), and (ii)
that certain provisions in such loan documents may be further limited or
rendered unenforceable by applicable law, but (subject to the limitations set
forth in the foregoing clause (i), such limitations will not render such loan
documents invalid as a whole or substantially interfere with the mortgagee's
realization of the principal benefits and /or the security provided thereby, and
(in the case of the related Mortgage Note, Mortgage(s) and Assignment(s) of
Leases) a legal opinion to such effect was obtained by the originator of such
Mortgage Loan at the time of origination; and except for customary recourse
provisions, including ones such as are described in paragraphs (t) and (ddd),
such Mortgage Loan is non-recourse to the related Mortgagor or any other Person.
With respect to such Mortgage Loan there exists an Assignment of Leases either
as a separate instrument or incorporated into the related Mortgage. The
Depositor has the full right to assign to the Trustee such Assignment of Leases
and the lien created thereby.

     (f) No Right of Rescission. Subject to the limitations and exceptions as to
enforceability set forth in paragraph (e) above, there is no right of
rescission, offset, abatement, diminution or valid defense or counterclaim with
respect to any of the related Mortgage Note, Mortgage(s) or other agreements
executed in connection therewith nor will the operation or exercise of any of
the terms of the Mortgage Note, Mortgage(s) or other agreements executed in
connection therewith render the Mortgage Note or the Mortgage unenforceable in
whole or in part or subject to any such right, defense or claim; and, to the
Depositor's actual knowledge, no such right, claim or defense has been asserted.

     (g) Assignments. The assignment of the related Mortgage(s) and
Assignment(s) of Leases to the Trustee has been duly authorized, executed and
delivered by Depositor and, subject to inserting assignee's name and address and
any missing recording information, is in recordable form to validly and
effectively convey the assignor's interest and constitutes the legal, valid,
binding and enforceable assignment of such documents in accordance with their
respective terms, except as such enforcement may be limited by bankruptcy,

                                       2
<PAGE>

insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally, and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).

     (h) First Lien. Each related Mortgage is properly recorded, or has been
submitted for recording in proper form, in the applicable jurisdiction; all
applicable mortgage taxes and recording fees have been paid and such Mortgage
constitutes a legal, valid, perfected and, subject to the limitations and
exceptions in clause (i) of paragraph (e) above, enforceable first lien on the
related Mortgaged Property and all buildings thereon and fixtures 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
(A) liens for real estate taxes and special assessments, water charges and sewer
rents not yet due and delinquent, and (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such Mortgage, such exceptions appearing of record
being customarily acceptable to mortgage lending institutions generally and set
forth as exceptions and exclusions specifically referred to in the lender's
title policy described herein (or if such policy has not yet been issued, a
marked up pro forma title insurance policy or commitment meeting the
requirements set forth in paragraph (l) below) issued with respect to such
Mortgage Loan (the exceptions set forth in the foregoing clauses (A) and (B)
collectively, "Permitted Encumbrances"); and 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 such Mortgage, materially
and adversely interfere with the current use or operation of the related
Mortgaged Property or materially and adversely affect the value or marketability
of such Mortgaged Property. If the related Mortgaged Property is currently
operated by the related Mortgagor as a hospitality property, the related
Mortgage, together with any separate 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), to the extent such security interest can be perfected
by the recordation of a Mortgage or the filing of a UCC financing statement, in
all personal property 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.
Regardless of property type, the Mortgage, together with any separate security
interest, chattel mortgage or similar agreement and UCC financing statement, if
any, creates and establishes a first priority, perfected security interest in
all Mortgagor-owned elevators, if any, on the related Mortgaged Property. Each
Mortgagor, with respect to each Mortgaged Property containing an elevator, has
represented and warranted that such Mortgagor owns all the elevators in the
related Mortgaged Property, and the Depositor had no knowledge as of origination
of such Mortgage Loan, and has no actual knowledge as of the Closing Date, that
such representation and warranty is not true and correct.

     (i) Financing Statements. The related Mortgage Loan Seller has filed and/or
recorded, or caused to be filed and/or recorded, in all appropriate public
filing and recording offices and paid all filing fees and (unless otherwise
exempt) indebtedness taxes related thereto; all UCC-1 financing statements
necessary to create and perfect a security interest in and lien on the items of
personal property described therein (such description being consistent with the
practices of prudent commercial mortgage lenders), which personal property
includes, in the case of Mortgaged Properties operated by the related Mortgagor
as a hospitality property, all

                                       3
<PAGE>

furniture, fixtures, equipment and other personal 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, and
includes, regardless of property type, all Mortgagor-owned elevators (or, if not
filed and/or recorded, the related Mortgage Loan Seller has submitted such UCC-1
financing statements for filing and/or recording and such UCC-1 financing
statements are in form and substance acceptable for filing and/or recording), to
the extent perfection may be effected pursuant to applicable law by recording or
filing.

     (j) Taxes and Assessments. All taxes, governmental assessments, ground
rents, water charges or sewer rents, assessments for improvements and similar
charges that (A) could become a lien on any related Mortgaged Property of
priority equal to or higher than the lien of the related Mortgage and (B) prior
to the Cut-off Date became due and owing in respect of, and materially affect,
the related Mortgaged Property, have been paid, or an escrow of funds in an
amount sufficient to cover such payments has been established.

     (k) No Material Damage. As of the date of its origination, to the
Depositor's knowledge, there was no proceeding pending for condemnation of all
or any material portion of the related Mortgaged Property, and each such
Mortgaged Property was free of material damage; and, as of the Closing Date, to
the actual knowledge of the Depositor, there was no pending proceeding for the
condemnation of all or any material portion of the related Mortgaged Property,
nor has there been any such proceeding since origination and, except as
indicated on Schedule III-(k), such Mortgaged Property is free of material
damage.

     (l) 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 qualified or licensed in the applicable
jurisdiction, as required, insuring the originator of such Mortgage Loan, its
successors and assigns (as sole insured), that each related Mortgage constitutes
a valid first priority lien on such Mortgaged Property in the original principal
amount of such Mortgage Loan after all advances of principal, subject only to
Permitted Encumbrances (which Permitted Encumbrances do not, individually or in
the aggregate, materially and adversely interfere with the benefits of the
security intended to be provided by such Mortgage, materially and adversely
interfere with the current use or operation of the related Mortgaged Property or
materially or adversely affect the value or marketability of such Mortgaged
Property), or if such policy has not yet been issued there is a binding
commitment from such title insurer to issue such policy evidenced by a written
"marked up" pro forma title policy or commitment marked as binding and
countersigned by the title insurer or its authorized agent or accompanied by an
escrow agreement signed by the title insurer or its authorized agent confirming
such title insurer's obligation to deliver such policy; such title insurance
policy (or, if not issued, the coverage to be provided thereby) is in full force
and effect, all premiums have been paid, is freely assignable and will inure
solely to the benefit of the Trustee as mortgagee of record, without the consent
of such title insurer; no claims have been made under such title insurance; and
neither the Depositor nor, to the Depositor's actual knowledge, any prior
mortgagee under such Mortgage Loan has done, by act or omission, anything that
would materially impair the coverage of any such title insurance policy, and, to
the Depositor's knowledge, no fact or circumstance exists that would impair such
coverage; such policy or commitment contains no exclusion for (or,
alternatively, it affirmatively insures, unless such coverage is unavailable in
the relevant jurisdiction for the relevant property type): (A) access to a

                                       4
<PAGE>

public road, (B) that there is no material encroachment by any improvements on
the related Mortgaged Property, and (C) that the Mortgaged Property, as shown on
the survey materially conforms to the legal description of the related Mortgaged
Property. If the related Mortgaged Property consists of more than one parcel
used as a single tract, then, either (A) such parcels are contiguous or (B) the
failure of such parcels to be contiguous does not materially interfere with the
benefits of the security intended to be provided by the related mortgage,
materially interfere with the current use or operation of such Mortgaged
Property or materially and adversely effect the value or marketability of such
Mortgaged Property.

     (m) 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 was in full force and effect with respect to each
related Mortgaged Property; the related Mortgage required that such insurance
covered (except where a tenant having an investment grade rating of its
unsecured debt is permitted to self-insure) such risks as were customarily
acceptable to prudent commercial or multifamily (as applicable) mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, and 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 deductible acceptable to a reasonably prudent commercial or
multifamily (as applicable) mortgage lender, at least equal to 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 then in such event in an amount at least equal to 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, which
together with any required umbrella coverage, would generally be required by a
reasonably prudent commercial or multifamily (as applicable) mortgage lender for
similar properties and in no event less than $1 million per occurrence, (D)
workers' compensation insurance (if the related Mortgagor has employees and if
required by applicable law), and (E) if (1) such Mortgage Loan is secured by a
Mortgaged Property located in the State of California 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 or a tenant at the Mortgaged Property
(except where a tenant having an investment grade rating of its unsecured debt
is allowed to self-insure), as applicable, and any reasonable out-of-pocket
costs and expenses incurred by the mortgagee in connection with such default in
obtaining such insurance coverage are recoverable from the related Mortgagor;
the related insurance policies provide that they 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 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

                                       5
<PAGE>

"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; and, except for certain amounts not greater than amounts which would be
considered prudent by an institutional commercial mortgage lender with respect
to a similar mortgage loan and which are set forth in the related Mortgage or
other loan documents relating to such Mortgage Loan, and subject to any rights
of the lessor under any related Ground Lease as set forth in paragraph uu (x)
below and the related exception schedules, any insurance proceeds will be
applied either to the repair or restoration of all or part of the related
Mortgaged Property or the reduction of the outstanding principal balance of such
Mortgage Loan. 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 100 years, an exposure period of 50 years and a 10% probability of
incidence.

     If any portion of the improvements on the related Mortgaged Property was,
at the time of origination, 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 (an "SPF Area"), and
flood insurance was available, a flood insurance policy meeting the then current
guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier, in an amount representing coverage not less than
the least of (1) the outstanding principal balance of such Mortgage Loan, (2)
the full insurable actual cash value of those improvements located on the
related Mortgaged Property that are, in whole or in part, in an SPF Area, (3)
the maximum amount of insurance available under the National Flood Insurance Act
of 1968, as amended, and (4) 100% of the insurable replacement cost of those
improvements located on the related Mortgaged Property that are, in whole or in
part, in an SPF Area.

     (n) 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 Depositor's
actual knowledge, no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material default,
breach, violation or event of acceleration under any of such documents;
provided, however, that this representation and warranty does not cover any
default, breach, violation or event of acceleration that pertains to or arises
out of the subject matter otherwise specifically covered by any other
representation or warranty made by the Depositor in this Schedule II. Neither
the Depositor nor, to the Depositor's actual knowledge, any prior holder of the
such Mortgage Loan, has waived any material default, breach, violation or event
of acceleration under any of such documents; and under the terms of such
Mortgage Loan, no person or party other than the mortgagee may declare an event
of default or accelerate the related indebtedness under such Mortgage Loan. No
foreclosure action or other form of legal action is or has been commenced by the
Depositor against the related Mortgagor with respect to such Mortgage Loan.

                                       6
<PAGE>

     (o) No Payment Delinquency. Such Mortgage Loan is not, and since the date
of origination has not been, 30 days or more past due in respect of any
Scheduled Payment (without giving effect to any grace period).

     (p) 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 of such Mortgage Loan (except if such Mortgage Loan is an ARD
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).

     (q) Subordinate Debt. Except as set forth on Schedule III-(q), each related
Mortgage or other loan document relating to such Mortgage Loan does not provide
for or permit any related Mortgaged Property to secure any other promissory note
or obligation (other than another Mortgage Loan in the Trust), without either
(A) the prior written consent of the holder of such Mortgage Loan or (B) the
satisfaction of conditions such as the execution and delivery of a subordination
and standstill agreement and a minimum combined debt service coverage ratio.

     (r) Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code. Accordingly, (A) such Mortgage
Loan is secured by an interest in real property having a fair market value (1)
at the date such Mortgage Loan was originated at least equal to 80% of the
original principal balance of such Mortgage Loan or (2) at the Closing Date at
least equal to 80% of the principal balance of such Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (X) the amount of any lien on the real
property interest that is senior to the Mortgage Loan, and (Y) a proportionate
amount of any lien that is in parity with such Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (A)(1) and (A)(2) of
this paragraph r shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (B) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property which served as the
only security for such Mortgage Loan (other than a recourse feature or other
third-party credit enhancement within the meaning of Treasury regulation Section
1.860G-2(a)(1)(ii)). 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.

     (s) 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).

                                       7
<PAGE>

     (t) Environmental Conditions. One or more environmental site assessments
were performed by an environmental consulting firm independent of the Depositor
and the Depositor's Affiliates with respect to the related Mortgaged Property
during the 12-month period (or, if such Mortgage Loan is one of the Mortgage
Loans identified on Schedule III-(t), more than 12 months) preceding the Cut-off
Date, and, to the Depositor's knowledge as of origination, and, to the
Depositor's actual knowledge as of the Closing Date, there were or are (as
applicable) no material and adverse environmental conditions or circumstances
affecting such Mortgaged Property that was not disclosed in such report(s); all
such environmental site assessments met American Society of Testing and Material
requirements and covered all environmental hazards typically assessed for
similar properties, including, but not limited to, asbestos, lead-based paint,
radon and other hazardous materials typically associated with the use, type
and/or tenants of such Mortgaged Property; and none of the environmental reports
identify any circumstances or conditions that would (A) constitute or result in
a material violation of any applicable environmental laws, (B) require any
expenditure material in relation to the principal balance of such Mortgage Loan
to achieve or maintain compliance in all material respects with any
environmental laws, or (C) require substantial cleanup, remedial action or other
material response under any environmental laws, or if such report does identify
circumstances as set forth in (A), (B) or (C) above, then (1) the same have been
remediated in all material respects, (2) funds reasonably estimated to be
sufficient for such purposes based on the advise of independent qualified
environmental consultants and, as applicable, environmental counsel, have been
escrowed for purposes of effecting such remediation and the related Mortgagor or
other responsible party is required to take remedial or other appropriate action
to address the environmental issue consistent with the recommendations in such
site assessment, (3) the cost of the environmental issue relative to the value
of such Mortgaged Property was de minimis, or (4) environmental insurance
covering all costs, expenses and losses related to such circumstances, subject
to a deductible which would be acceptable to a reasonably prudent commercial or
multifamily (as applicable) mortgage lender, in an amount reasonably estimated
to be adequate for such purpose has been obtained. If the Mortgaged Property is
covered by a secured creditor environmental insurance policy, then the
Depositor: (x) has disclosed in the application for such policy or otherwise to
the insurer under such policy the "pollution conditions" (as defined in such
policy) that are identified in any environmental reports related to such
Mortgaged Property in the Depositor's possession or that are otherwise known to
the Depositor; and (y) has delivered or caused to be delivered to the insurer
under such policy copies of all environmental reports in the Depositor's
possession related to such Mortgaged Property, and all premiums have been paid
with respect to such policy and such policy is in full force and effect. If for
purposes of this paragraph (t) and the representations and warranties made
herein, the Depositor is relying on the existence of environmental insurance
pursuant to sub-clause (4) above and such insurance is not pursuant to a secured
creditor environmental insurance policy, then. with respect to such policy
referred to in sub-clause (4) for such Mortgaged Property: the Depositor has no
actual knowledge of any environmental conditions not disclosed to the related
insurer, the mortgagee of such Mortgaged Property is entitled to be an
additional insured under such policy, all premiums have been paid for such
policy and such policy is in full force and effect.

     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

                                       8
<PAGE>

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-(t)(A)) 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 if such Mortgage Loan has an original
principal balance equal to or greater than $15,000,000 and is a Mortgage Loan as
to which there is an exclusion for "diminution in value" of the Mortgaged
Property, such Mortgage Loan is identified on Schedule III-(t)(ADV)) 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-(t)(A).

     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 Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

     (u) Enforceability. 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 limitation and exceptions as to enforceability in
paragraph (e) 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, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights
generally as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     (v) Bankruptcy. The related Mortgagor is not a debtor in, and the related
Mortgaged Property is not subject to, any bankruptcy, reorganization, insolvency
or comparable proceeding.

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

     (x) Amortization. Such Mortgage Loan does not provide for negative
amortization unless such Mortgage Loan is an ARD Loan, in which case it may
occur only after the related Anticipated Repayment Date. Except as set forth on
Schedule III-(x), such Mortgage Loan does not provide for any interest-only
payments without principal amortization.

                                       9
<PAGE>

     (y) Whole Loan. Such Mortgage Loan is a whole loan and not a participation
in a mortgage loan, contains no equity participation by the lender or shared
appreciation feature and does not provide for any contingent or additional
interest, including but not limited to, any interest in the form of
participation in the cash flow of the related Mortgaged Property. Other than
through foreclosure or similar enforcement proceedings, the indebtedness
evidenced by such Mortgage Loan is not convertible into an ownership interest in
the related Mortgaged Property or the related Mortgagor.

     (z) Due-on Encumbrance. Except as set forth on Schedule III-(z), the
related Mortgage 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 or interest therein, is
encumbered by a lien in connection with any financing other than such Mortgage
Loan or another Mortgage Loan, including, but not limited to, any subordinate or
pari passu financing; and no such consent has been granted by the Depositor or,
to the Depositor's actual knowledge, any prior holder of such Mortgage Loan.
Except as set forth on Schedule III-(z), as of origination no related Mortgaged
Property was, and to Depositor's actual knowledge, as of Closing Date, no
related Mortgaged Property is, encumbered by a lien in connection with
subordinate or pari passu financing; however, if the related Mortgagor is listed
on Schedule III-(z)(M) hereto, then certain equity holders are known to the
Depositor to have incurred debt secured by their ownership interest in the
related Mortgagor as set forth on such schedule. The related Mortgage requires
the related Mortgagor to pay all reasonable out-of-pocket expenses associated
with securing the consent or approval of the holder of the Mortgage for all
actions involving the incurrence of additional financing that require such
consent or approval under the Mortgage including, if applicable, the cost of
opinions of counsel relating to REMIC or other securitization and tax issues.

     (aa) 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 transfers of interests in the related Mortgagor
between immediate family members and transfers by devise, descent or by
operation of law upon the death of a person having an interest in the related
Mortgagor, each related Mortgage 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 (B) provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if any related Mortgaged Property or
interest therein is directly or indirectly transferred or sold without the
related Mortgagor having satisfied certain conditions specified in the related
Mortgage with respect to permitted transfers (which conditions are consistent
with the practices of prudent commercial mortgage lenders). The Mortgage
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.

     (bb) Borrower Concentration. Unless such Mortgage Loan is one of the
Mortgage Loans secured by the Mortgaged Properties identified Schedule III-(bb),
such

                                       10
<PAGE>

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.

     (cc) No Waivers, Modifications. Except as set forth in a written instrument
included in the related Mortgage File, the 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 in any manner, nor has any portion of a related
Mortgaged Property been released from the lien of the related Mortgage to an
extent, which in any such event materially interferes with the security intended
to be provided by such document or instrument; and no instrument that is not
part of the related Mortgage File has been executed that would effect any such
waiver, modification, satisfaction, cancellation, rescission or release. Except
as set forth on Schedule III-(cc), no alterations, modifications or assumptions
of any kind have been given, made or consented to since March 1, 2001 and no
waivers other than those related to routine operational matters or minor
covenants have been given since March 1, 2001. The Depositor has not taken any
affirmative action that would cause the representations and warranties of the
Mortgagor under such Mortgage Loan not to be true and correct in any material
respect.

     (dd) Inspections. Each related Mortgaged Property was inspected by or on
behalf of the Depositor or the related originator in the seven (7) month period
prior to the related origination date.

     (ee) Except in a case where a release of a portion of the related Mortgaged
Property (A) was contemplated at the origination of such Mortgage Loan and such
portion was not considered material for purposes of underwriting such Mortgage
Loan and was not considered material in determining the appraised value of such
Mortgaged Property, (B) is conditioned upon the satisfaction of certain
underwriting and legal requirements and/or the payment of a release price and
such requirements and/or release price would be considered reasonable by a
prudent institutional commercial or multifamily (as applicable) mortgage lender
or (C) is conditioned on the delivery, in accordance with the terms of the
Mortgage Loan documents, of Defeasance Collateral in the form of Government
Securities, the related Mortgage Note or Mortgage does not require the holder
thereof to release all or any portion of the related Mortgaged Property from the
lien of the related Mortgage except upon payment in full of all amounts due
under such Mortgage Loan.

     (ff) Qualification, Licenses, Zoning. The related Mortgagor has covenanted
in the Mortgage Loan documents to be qualified to do business in the
jurisdiction of the related Mortgaged Property, to the extent required by
applicable law, and to maintain the related Mortgaged Property in compliance in
all material respects with 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 or multifamily (as
applicable) mortgage lenders with respect to the foregoing matters; except as
set forth on Schedule III-(ff), neither the Depositor nor, to the Depositor's
actual knowledge, any prior holder of such Mortgage Loan, has received any
notice of any material violation of any applicable laws, zoning ordinances,
rules, covenants or restrictions affecting the construction, occupancy, use or
operation of such Mortgaged Property other than legal non-conforming uses or

                                       11
<PAGE>

structures; any material non-conformity with zoning laws constitutes a legal
non-conforming use or structure, which, in the event of casualty or destruction,
under current laws and ordinances, may be restored or rebuilt to the full extent
of the use or structure at the time of such casualty or destruction, or law and
ordinance insurance coverage has been obtained in an amount which would be
acceptable to a prudent institutional commercial or multifamily (as applicable)
mortgage lender for a similar property and circumstances; 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, to the extent in effect at the time of construction,
building restrictions of such property or across any easements to an extent
which would have a material adverse affect on the related Mortgagor's current
use and operation of such Mortgaged Property (unless affirmatively covered by
the title insurance referred to in paragraph (l) above or law and ordinance
coverage has been obtained); and no improvements on adjoining properties
encroached upon such Mortgaged Property to any material extent. To the
Depositor's knowledge as of origination and, to the Depositor's actual knowledge
as of the Closing Date, the related Mortgagor or its agent was or is, as
applicable, in possession of all material licenses, permits and franchises
required by applicable law for ownership and operation of the related Mortgaged
Property as presently operated by the Mortgagor.

     (gg) 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.

     (hh) Special 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 Special
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-(hh), 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, "Special 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, (D) may not incur indebtedness
other than as permitted by the related Mortgage or other Mortgage Loan
documents, (E) has its own books and records separate and apart from any other
Person, and (F) holds itself out as a legal entity, separate and apart from any
other Person. If such Mortgage Loan has an initial principal balance of $15
million and above and the related

                                       12
<PAGE>

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. Any such Mortgagor on a Mortgage Loan with an initial principal balance
of $15 million and above that is a single member limited liability company, is
organized in a jurisdiction that provides for such continued existence; and with
respect to such a Mortgagor, if such Mortgage Loan had an initial principal
balance of $25 million or more, 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 Initial Pool Balance, or if such Mortgage Loan has
an original principal balance equal to or greater than $25 million, the
Mortgagor's organizational documents require the Mortgagor or its general
partner or managing member to have an independent director, manager or member
and for each such Mortgage Loan, or group of Mortgage Loans with affiliated
Mortgagors, there was obtained an opinion of counsel regarding non-consolidation
of such Mortgagor in any insolvency proceeding of Mortgagor's general partner or
managing member, as applicable, the related property manager, if an affiliate of
such Mortgagor, or the equity holders with more than 49% direct ownership
interest in the related Mortgagor.

     (ii) Advancement of Funds. No advance of funds has been made, directly or
indirectly, by the Depositor, or to the actual knowledge of the Depositor, by
any prior holder of such Mortgage Loan, to the related Mortgagor other than
pursuant to the related Mortgage Note; and no funds have been received by the
Depositor, or to the actual knowledge of the Depositor, by any prior holder of
such Mortgage Loan, from any Person other than such Mortgagor or a property
manager for or on account of payments due on the related Mortgage Note. Neither
the Depositor, any affiliate of the Depositor, nor to the Depositor's actual
knowledge, any originator or other prior holder of such Mortgage Loan or any
affiliate thereof, has any obligation to make any capital contribution to, nor
owns any equity interest in, any related Mortgagor or guarantor.

     (jj) Legal Proceedings. As of origination, to Depositor's knowledge there
were, and as of the Closing Date, to the Depositor's actual knowledge, there
are, no pending legal actions, suits, legal proceedings or governmental
investigations against or affecting the related Mortgagor or any related
Mortgaged Property that, in the judgment of a reasonably prudent commercial or
multifamily (as applicable) mortgage lender, 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.

     (kk) Servicing Compliance. All requirements of relevant federal, state and
local law, rules and regulations relating to the servicing of such Mortgage Loan
have been satisfied or complied with in all material respects.

     (ll) Originator Duly Authorized. To the extent required under applicable
law as of the Closing Date, the originator of such Mortgage Loan was 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.

     (mm) 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

                                       13
<PAGE>

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, to the extent reasonable, all such fees and expenses are the obligation of
the Mortgagor.

     (nn) Cross-collateralization. If such Mortgage Loan is
cross-collateralized, it is cross-collateralized only with other Mortgage Loans
in the Trust Fund and so identified on the Mortgage Loan Schedule; and the
security interest/lien on each material item of collateral for such Mortgage
Loan has been assigned to the Trustee.

     (oo) Assignment of Liens and Security Interests. All liens on and security
interests in any material items of collateral securing such Mortgage Loan have
been assigned to the Trustee.

     (pp) Engineering Assessments. One or more engineering assessments were
performed by an Independent engineering consulting firm with respect to each
related Mortgaged Property during the 12-month period preceding the Cut-off
Date, and to the Depositor's knowledge as of origination, and to the Depositor's
actual knowledge as of the Closing Date, there were or are, as applicable, no
material and adverse engineering conditions or circumstances affecting such
Mortgaged Property that were not disclosed in such report(s); and, to the extent
such assessments revealed material deficiencies, material deferred maintenance
or similar conditions, either (A) the estimated cost has been escrowed or a
letter of credit has been provided or (B) repairs have been made.

     (qq) 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.

     (rr) Valid Use. The related Mortgagor has represented to the Depositor
that, and to the knowledge of the Depositor as of the date of origination of
such Mortgage Loan, and to the Depositor's actual knowledge as of the Closing
Date, such Mortgagor, the related lessee, franchisor or operator was or is, as
applicable, in possession of all licenses, permits and authorizations then
required for use of the related Mortgaged Property, which were or are, as
applicable, valid and in full force and effect. If the related Mortgaged
Property is improved by a hotel, the most recent inspection report or survey by
governmental authorities having jurisdiction in connection with such licenses,
permits and authorizations, that is in the possession of the Depositor, did not
cite such Mortgaged Property for material violations that have not been cured or
as to which a plan of correction has not been submitted to and accepted by such
governmental authorities.

     (ss) Origination, Servicing and Collection Compliance. The origination,
servicing and collection practices used by the Depositor, or to the Depositor's
actual knowledge, any prior holder of the Mortgage Note have been in all
respects legal and have met customary industry standards.

                                       14
<PAGE>

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

     (uu) 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:

         (i) such Ground Lease or a memorandum thereof has been duly recorded,
     or submitted for recording in recordable form, 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;

         (ii) upon the foreclosure of such Mortgage Loan (or acceptance of a
     deed in lieu thereof), the Trustee may succeed to Mortgagor's interest in
     such Ground Lease without the consent of the lessor thereunder (or, if any
     such consent is required, it has been obtained prior to the Closing Date)
     and, the lessee's interest is further assignable by the Trustee 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);

         (iii) such Ground Lease may not be materially amended or modified
     without the prior written consent of the mortgagee under such Mortgage
     Loan; any such action without such consent is not binding on such
     mortgagee, its successors or assigns, and neither the Depositor nor, to the
     Depositor's actual knowledge, any prior holder of such Mortgage Loan, has
     consented to any amendment or modification of such Ground Lease that is not
     included in the related Mortgage File;

         (iv) 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;

         (v) such Ground Lease is in full force and effect and to the actual
     knowledge of the Depositor 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;

         (vi) except as set forth on Schedule III-(uu)(vi), 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 that either (1) 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)
     upon any termination of such Ground Lease the lessor will enter into a new
     lease with such mortgagee upon

                                       15
<PAGE>

   such mortgagee's request; the originator and/or the Depositor have provided
   the lessor with notice of the Mortgage under the Ground Lease and neither the
   Depositor nor, to the Depositor's actual knowledge, any prior holder of such
   Mortgage Loan have received any notice of default or termination under the
   Ground Lease;

         (vii) except as set forth on Schedule III-(uu)(vii), 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
     exceptions stated in the related title insurance policy or opinion of
     title, which exceptions do not and will not materially and adversely
     interfere with the benefits of the security intended to be provided by the
     related Mortgage, materially and adversely interfere with the current use
     or operation of the related Mortgaged Property or materially and adversely
     affect the value or marketability of the leasehold interest in the related
     Mortgaged Property evidenced by such Ground Lease;

         (viii) except as set forth on Schedule III-(uu)(viii), the mortgagee
     under such Mortgage Loan is permitted a reasonable opportunity (including,
     where necessary, sufficient time to gain possession of the interest of the
     lessee under such Ground Lease to cure any curable default under such
     Ground Lease before the lessor thereunder may terminate or cancel such
     Ground Lease;

         (ix) except as set forth on Schedule III-(uu)(ix), such Ground Lease
     has an original term (together with any extension options, whether or not
     currently exercised, set forth therein which in all circumstances may be
     exercised and will be enforceable by the mortgagee) that extends not less
     than 20 years beyond the amortization period of such Mortgage Loan;

         (x) except as set forth on Schedule III-(uu)(x), 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, taken
     together, any related insurance proceeds or condemnation proceeds will be
     applied either to the repair or restoration of all or part of the related
     Mortgaged Property, with such mortgagee or a trustee appointed by it having
     the right to hold and disburse such proceeds as the repair or restoration
     progresses, or to the payment of the outstanding principal balance of such
     Mortgage Loan, together with any accrued interest thereon;

         (xi) except as set forth on Schedule III-(uu)(xi), such Ground Lease
     does not impose any restrictions on use or subleasing which would be viewed
     as commercially unreasonable by a prudent commercial mortgage lender, and
     the lessor is not permitted to disturb the possession, interest or quiet
     enjoyment of the Mortgagor of the Mortgaged Property absent an uncured
     default under the Ground Lease;

                                       16
<PAGE>

         (xii) except as set forth on Schedule III-(uu)(xii), upon the request
     of the mortgagee under such Mortgage Loan, the ground lessor is required to
     enter into a new lease upon termination of the Ground Lease prior to the
     expiration of the term thereof for any reason, including but not limited
     to, the rejection thereof by the related Mortgagor in bankruptcy; and

         (xiii) the terms of the Ground Lease as of origination of such Mortgage
     Loan are those set forth in the copy of the ground lease contained in the
     Mortgage File, and, to the actual knowledge of Depositor since the date of
     origination, 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 evidenced by a written amendment
     contained in the Mortgage File and included as a part of the copy of the
     Ground Lease required to be delivered by the Depositor.

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

     (ww) Tax Lot. Each related Mortgaged Property constitutes one or more
complete separate tax lots or, if any related Mortgaged Property is not a
separate tax lot, then the related Mortgagor has covenanted to make all the
necessary filings with the appropriate authority to make the Mortgaged Property
a separate tax lot and such Mortgage Loan requires the escrowing of funds
sufficient to pay taxes on the whole existing tax lot until such time as such
Mortgaged Property becomes a separate tax lot. Each related Mortgaged Property
is served by a public water system, a public sewer (or, alternatively, a septic)
system, and other customary public utility facilities.

     (xx) Defeasance. (1) 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 with the conditions set by, the
holder of such Mortgage Loan for defeasance, (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 Loan that it matures on its Anticipated Repayment Date) 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 the defeased portion of such Mortgage Loan, which defeased portion shall
equal at least 125% of the allocated loan amount of the portion of the Mortgaged
Property being released, (3) an independent accounting firm certify that the
Defeasance Collateral is

                                       17
<PAGE>

sufficient to make such payments, (4) the Mortgage Loan be assumed by (or at the
request of the mortgagee, be assumed by) a single-purpose entity acceptable to
the holder of such Mortgage Loan, and (5) counsel provide an opinion letter to
the effect that the Trustee has a perfected security interest in such Defeasance
Collateral prior to any other claim or interest, or (C) provide that the
defeasance of such Mortgage Loan is subject to rating confirmation by the Rating
Agencies.

     (yy) Servicing Rights. No Person has been granted or conveyed the right to
service such Mortgage Loan or receive any consideration in connection therewith
except as contemplated in this Agreement or as has been terminated .

     (zz) Mechanics' and Materialmen's Liens. As of origination, and to the
Depositor's actual 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 or escrowed for or insured over by title insurance, and (B)
no rights were or are, as applicable, outstanding that under law could give rise
to any such mechanics' or materialmen's lien that would be prior or equal to the
lien of the related Mortgage as insured by the related lender's title insurance
policy. 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 or
escrowed for or insured over by title insurance. Nothing in this paragraph is
intended to modify, reduce or qualify the representations and warranties set
forth in paragraph (h) above.

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

     (bbb) Assignment of Leases. Subject only to Permitted Encumbrances (which
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, materially and adversely interfere with the current use or
operation of the related Mortgaged Property or materially and adversely affect
the value or marketability of such Mortgaged Property), 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 (v) above, enforceable first priority lien
and first priority security interest in the related Mortgagor's interest in 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, and each assignor thereunder has the
full right to assign the same. The related Mortgage or such Assignment of Leases
provides for the appointment of a receiver for rents, or allows the mortgagee to
enter into possession to collect rents or provides for rents to be paid to the
mortgagee ( which may be by means of deposit into a lockbox account) in the
event of an event of default. To the knowledge of the Depositor as of
origination, and to the actual knowledge of the Depositor as of the Closing
Date, no person other than the Mortgagor owns any interest in any payments due
under the related leases.

     (ccc) Mortgagor Formation or Incorporation. The related Mortgagor is a
Person formed or incorporated in a jurisdiction within the United States.

                                       18
<PAGE>

     (ddd) Recourse. Except as set forth on Schedule III-(ddd), a natural person
as individual guarantor has agreed, in effect, to be jointly and severally
liable with the related Mortgagor, for all liabilities, reasonable out-of-pocket
costs, losses, damages, expenses or claims suffered or incurred by the mortgagee
under such Mortgage Loan by reason of or in connection with and to the extent of
the following (or provisions substantially to the same effect) (A) any
intentional fraud or material intentional misrepresentation by the related
Mortgagor; (B) any failure of the related Mortgagor, or such other individual or
any entity, to comply with the provisions of any environmental indemnity made
thereby; (C) misapplication or misappropriation of rents (received after an
event of default), insurance proceeds or condemnation awards; and (D) the
related Mortgaged Property becoming an asset in a voluntary bankruptcy or
insolvency proceeding; provided that, instead 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.

     (eee) Lockbox. If such Mortgage Loan has a Cut-off Date Balance of $15
million or more and is identified on Schedule III-(eee) hereto as having a "hard
lock-box account", (A) the related lock-box account was established prior to the
first Due Date, (B) the related lock-box account is under the control of the
mortgagee or its designee, and (C) either the tenants or the property manager of
the related Mortgaged Property remit payments directly to such lock-box account.

     (fff) ARD Loan. If such Mortgage Loan is an ARD Loan, then:

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

         (ii) 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 expenses related to the operation of the related
     Mortgaged Property, amounts due under the related Mortgage Loan documents,
     including, without limitation, reserves established under such Mortgage
     Loan, and payments for any other expenses which are approved by mortgagee)
     will be applied to repay principal due under such Mortgage Loan;

         (iii) 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, or by a property manager, into a designated
     account controlled by the mortgagee under such Mortgage Loan; and

         (iv) 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.

                                       19
<PAGE>

     (ggg) 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; and the appraiser, to the
actual knowledge of the Depositor, had no interest, direct or indirect, in the
Mortgaged Property or the Mortgagor or in any loan made on the security thereof
and the appraiser's compensation was not affected by the appraised value of the
Mortgaged Property or the approval or disapproval of the Mortgage Loan.

     (hhh) Fraud. Neither the Depositor nor any employee thereof, nor to the
Depositor's actual knowledge, the originator nor any employee or agent thereof,
is guilty of or participated in any fraud or material intentional
misrepresentation with respect to such Mortgage Loan nor, to the Depositor's
actual knowledge by or on the part of the Mortgagor, in connection with the
origination of such Mortgage Loan.

     (iii) The Mortgaged Property. The following statements are true with
respect to each Mortgaged Property: (i) the Mortgaged Property is located on or
adjacent to a public road, or has access to an irrevocable easement permitting
ingress and egress and (ii) to Depositor's knowledge, except for de minimis
violations or legal non-conforming parking, the Mortgaged Property has parking
to the extent, if any, required under applicable law, including local
ordinances. Nothing in this clause (ii) is intended to modify, reduce or qualify
the representations and warranties set forth in paragraph (ff) above.

     The Depositor hereby represents and warrants to the Trustee, for its own
benefit and the benefit of the Certificateholders, as of the Closing Date that
it has not transferred any UBS Mortgage Loan to any Person other than the
Trustee and that it has not caused any UBS Mortgage Loan to be subject to any
lien, claim or encumbrance.

                                       20


<PAGE>

                                  SCHEDULE III

        EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                             CUT-OFF DATE
     REP.                          LOAN NAME                    BALANCE                  EXCEPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                            <C>              <C>
(k)          Pointe Chase Apts                               $23,720,173
             Warwick Apts                                     $1,820,392     Both apartments suffered fire damage that has
                                                                             been fully repaired.
------------------------------------------------------------------------------------------------------------------------------------
(q)          Westfield Shoppingtown Meriden                  $80,000,000     A/B Note Loan.

------------------------------------------------------------------------------------------------------------------------------------
(t) (A)      Warwick Apartments                               $1,820,392     Borrower - FSF Warwick Associates, L.P.
             Waterbury Plaza                                 $12,963,603     Borrower - K Five Associates Limited Partnership
             Chimney Sweep Apartments                        $10,673,120     Borrower - FSF Chimmney Sweep Associates, LLC
             French Quarter Apartments                        $4,189,449     Borrower - FSF French Quarter Associates, LLC
             Knox Village                                     $9,276,836     Borrower - Mount Vernon Venture, LLC
             Millennium Financial Center                     $25,465,261     Borrower - Millennium Financial Center Holdings LLC
             Rossville Centre                                 $2,335,609     Entity Other Than Borrower/Borrower
             Occidental Center                               $18,446,195     Entity Other Than Borrower
             University Plaza                                $10,653,966     Entity Other Than Borrower
             12 Elmwood Road                                  $1,592,717     Entity Other Than Borrower/Borrower
             Abington Town Center                             $7,082,585     Entity Other Than Borrower/Borrower
             Atlanta Portfolio                               $23,223,395     Entity Other Than Borrower/Borrower
             Century Corporate Center                         $8,977,080     Entity Other Than Borrower/Borrower
             Chimney Hill                                     $6,483,755     Entity Other Than Borrower/Borrower
             Courtyard by Marriott - Philadelphia            $32,500,000     Entity Other Than Borrower/Borrower
             Fairfax Junction                                 $9,038,540     Entity Other Than Borrower/Borrower
             Houston I-10 Portfolio                           $3,695,766     Entity Other Than Borrower/Borrower
             Oak Park Apartments                              $8,973,772     Entity Other Than Borrower/Borrower
             Sheraton Four Points                            $12,000,000     Entity Other Than Borrower/Borrower
             Voit Placentia Business Park                     $6,180,860     Entity Other Than Borrower/Borrower
             Westfield Shoppingtown Meriden                  $80,000,000     Entity Other Than Borrower/Borrower
             NewPark Mall                                    $74,773,008     Entity Other Than Borrower/Borrower
------------------------------------------------------------------------------------------------------------------------------------
                                                                               DIMINUTION                        CONSEQUENTIAL
                                                                                IN VALUE        LOST PROFITS        DAMAGES
------------------------------------------------------------------------------------------------------------------------------------
(t) (ADV)    Westfield Shoppingtown Meriden                  $80,000,000           Y                 Y                 Y
             NewPark Mall                                    $74,773,008           Y                 Y                 Y
             Courtyard by Marriott -Philadelphia             $32,500,000           N                 N                 Y
             Millennium Financial Center                     $25,465,261           Y                 N                 Y
             Pointe Chase Apts.                              $23,720,173           Y                 N                 Y
------------------------------------------------------------------------------------------------------------------------------------
             Courtyard by Marriott -Downtown Atlanta         $14,033,922           Y                 N                 Y

</TABLE>


                                        1
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                             CUT-OFF DATE
     REP.                          LOAN NAME                    BALANCE                EXCEPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                            <C>            <C>
             Fairfield Inn Downtown Atlanta                   $9,189,472         Y                 N                 Y
             International Speedway Square                   $20,560,000         Y                 N                 Y
             Legacy Oaks                                     $18,448,826         Y                 N                 Y
             Occidental Center                               $18,446,195         Y                 N                 Y
------------------------------------------------------------------------------------------------------------------------------------
(x)          International Speedway Square                    $20,560,00   Interest only payments through 9/11/01 then amortization.
             Courtyard by Marriott Philadelphia              $32,500,000   Interest only payments through 11/01/01 then amortization

------------------------------------------------------------------------------------------------------------------------------------
(z)          Westfield Shoppingtown Meriden                  $80,000,000   A/B Note Loan
             Courtyard by Marriott Philadelphia              $32,500,000   TIF Note

------------------------------------------------------------------------------------------------------------------------------------
(z)(m)       Brook Run                                       $11,118,278   40.5% pledge of interests in Borrower (Mezzanine Debt).

------------------------------------------------------------------------------------------------------------------------------------
(bb)         NewPark Mall                                    $74,773,008   (5.6 % of pool)
             Lembi Portfolio                                               (borrower concentration of 6.6%)
             Hartz Portfolio                                               (borrower concentration of 5.9%)
             Westfield Shoppingtown Meriden                  $80,000,000   (5.9% of pool)

------------------------------------------------------------------------------------------------------------------------------------
(cc)         NewPark Mall                                    $74,773,008   The note, loan agreement and cash management agreement
                                                                           modified by amendments on April 10, 2001 to change
                                                                           payment date.
             Westfield Shopping Meriden                      $80,000,000   Modifications made to create A/B Note.

------------------------------------------------------------------------------------------------------------------------------------
(ff)         Chimney Sweep Apts.                             $10,673,120   Occupancy is for 84 apts. but has 91 in use. City
                                                                           officials stated that City would not disallow or proceed
                                                                           to remove units due to housing needs in the submarket.

------------------------------------------------------------------------------------------------------------------------------------
(gg)         NewPark Mall                                    $74,773,008   Audited financial statements not required.
             Courtyard by Marriott -Philadelphia             $32,500,000

------------------------------------------------------------------------------------------------------------------------------------
(hh)         Regency Shopping Center                         $10,455,674   Tenancy in Common

(tt)         3848 Florida Atlantic Blvd. and 3998 Florida     $4,187,162   Sub-subleasehold interest (Ground lease)
             Atlantic Blvd. (Innovation Center I and          $4,386,550
             Innovation Center II)

             Hampton Inn-Mobile                               $2,784,140   Parking garage
             Westfield Shoppingtown Meriden                  $80,000,000   Parking garage
             NewPark Mall                                    $74,773,008   Parking garage

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                        2
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                             CUT-OFF DATE
     REP.                          LOAN NAME                    BALANCE                EXCEPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                            <C>            <C>
(uu)(vi)     3848 Florida Atlantic Blvd. and 3998 Florida     $4,187,162   The sub-subleases and the prime lease provide for
             Atlantic Blvd. (Innovation Center I and          $4,386,550   notices to the sub-subleasehold mortgagee. While the
             Innovation Center II)                                         sublease does not provide for such notices, all of the
                                                                           leases provide for the continued survival of the
                                                                           sub-sublease and any sub-subleasehold mortgage
                                                                           following the termination of any sublease or the prime
                                                                           lease. In the event of the termination of the
                                                                           sub-sublease, the sub-subleasehold mortgagee is
                                                                           entitled to receive a new lease (on the same terms as
                                                                           the sub-sublease) from Boca/Research Park, Ltd. (the
                                                                           "Sub-Sublessor"), the Florida Atlantic University
                                                                           Research and Development Authority (the "Sublessor") or
                                                                           the Board of Trustees of the Internal Improvement Trust
                                                                           Fund (the "Lessor") (as the case may be).
------------------------------------------------------------------------------------------------------------------------------------
(uu)(vii)    3848 Florida Atlantic Blvd. and 3998 Florida     $4,187,162   Sub-subleasehold interest (Ground lease)
             Atlantic Blvd. (Innovation Center I and          $4,386,550
             Innovation Center II)

------------------------------------------------------------------------------------------------------------------------------------
(uu)(viii)   3848 Florida Atlantic Blvd. and 3998 Florida     $4,187,162   Sub-sublease provides the sub-subleasehold mortgagee with
             Atlantic Blvd. (Innovation Center I and          $4,386,550   significant cure rights; however all of the leases
             Innovation Center II)                                         provide for continued survival of the sub-sublease and
                                                                           any sub-subleasehold mortgage following the termination
                                                                           of any sublease or prime lease.

------------------------------------------------------------------------------------------------------------------------------------
(uu) (ix)    Westfield Shoppingtown Meriden                  $80,000,000   Ground Lease does not extend 20 years beyond amortization
                                                                           period (18 years)

------------------------------------------------------------------------------------------------------------------------------------
(uu)(x)      3848 Florida Atlantic Blvd. and 3998 Florida     $4,187,162   The leases contemplate the prime lessor, Sublessor and
             Atlantic Blvd (Innovation Center I and           $4,386,550   the borrowers to each receive the condemnation proceeds
             Innovation Center II)                                         attributable to its estate. The borrowers are entitled to
                                                                           the award with respect to any improvements.

             Westfield Shoppingtown Meriden                     $80,0000   In event of a casualty, Borrower is required to either
                                                                           rebuild or raze parking structure and restore the
                                                                           premises to a paved and striped parking lot (there is no
                                                                           reference to application of casualty proceeds)

------------------------------------------------------------------------------------------------------------------------------------
(uu)(xii)    3848 Florida Atlantic Blvd. and 3998 Florida     $4,187,162   In the event of the termination of the sub-sublease, the
             Atlantic Blvd. (Innovation Center I and          $4,386,550   sub-subleasehold mortgagee is entitled to receive a new
             Innovation Center II)                                         lease (on the same terms as the sub-sublease) from the
                                                                           Sub-Sub lessor, the Sub lessor or the Lessor

(uu)(xii)    Westfield Shoppingtown Meriden                  $80,000,000   No such provision.

------------------------------------------------------------------------------------------------------------------------------------
(vv)         3848 Florida Atlantic Blvd. and 3998 Florida     $4,187,162     Parking garage
             Atlantic Blvd. (Innovation Center I and          $4,386,550
             Innovation Center II)

             NewPark Mall                                    $74,773,008     Parking garage
             Westfield Shoppingtown Meriden                  $80,000,000     Parking garage

------------------------------------------------------------------------------------------------------------------------------------
(ddd)        Westfield Shoppingtown Meriden                  $80,000,000     n/a*

</TABLE>

                                        3
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                             CUT-OFF DATE
     REP.                          LOAN NAME                    BALANCE                EXCEPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                            <C>            <C>
             NewPark Mall                                    $74,773,008    n/a*
             Atlanta Portfolio                               $23,223,395    Entity Other than Borrower - Interestate Hotels
                                                                            Corporation, Felcor Lodging LP
             Occidental Center                               $18,446,195    Entity Other than Borrower - MTP Inc.
             Waterbury Plaza                                 $12,963,603    n/a*
             Best Western Sheraton 4 Points                  $12,000,000    Entity Other than Borrower - The Bernstein Companies
             University Plaza                                $10,653,966    Entity Other than Borrower - Lakeview Mobile Home
                                                                            Park, Inc.
             Knox Village                                     $9,276,836    n/a*
             Fairfax Junction                                 $9,038,540    Entity Other than Borrower - Pleasant Valley Mobile
                                                                            Home Park LP
             Century Corporate Center                         $8,977,080    Entity Other than Borrower - Berwind Property Group
                                                                            Inc, Berwind Property Ltd.
             Oak Park Apartments                              $8,973,772    Entity Other than Borrower - The Related Companies, Inc.
             Chimney Hill Shopping Center                     $6,483,755    Entity Other than Borrower - Pleasant Valley Mobile Home
                                                                            Park LP
             Voit Placentia                                   $6,180,860    Entity Other than Borrower - Voit Development Company,
                                                                            Inc.
             Palmdale Promenade                               $5,707,500    Borrower - MG Promenade Associates
             Houston I-10 Portfolio                           $3,695,766    Entity Other than Borrower - Interstate Hotels
                                                                            Corporation, Felcor Lodging LP
             12 Elmwood Road                                  $1,592,717    Borrower - Coolidge Elmwood LLC

* NO GUARANTY WAS EXECUTED FOR THIS MORTGAGE LOAN-RECOURSE LIABILITY IS LIMITED
TO BORROWER. MORTGAGE LOANS WITH INDIVIDUAL AND ENTITY GUARANTORS ARE EXCLUDED.
------------------------------------------------------------------------------------------------------------------------------------

(eee)        Courtyard by Marriott - Philadelphia            $32,500,000    Lockbox Type
                                                                            Hard


</TABLE>


                                        4

<PAGE>


                                   EXHIBIT A-1

                  FORM OF CLASS A-1 AND CLASS A-2 CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2
               CLASS [A-1] [A-2] COMMERCIAL MORTGAGE PASS-THROUGH
                           CERTIFICATE, SERIES 2001-C2

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

<TABLE>
<CAPTION>

                     STRUCTURED ASSET SECURITIES CORPORATION

<S>                                                      <C>
Pass-Through Rate:  ___%                                  Initial Certificate Principal Balance of this
                                                          Certificate as of the Closing Date:
                                                          $------------

Date of Pooling and Servicing Agreement:                  Class Principal Balance of all the Class [A-1] [A-2]
May 11, 2001                                              Certificates as of the Closing Date:
                                                          $-------------

Cut-off Date:   May 11, 2001                              Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting
Closing Date:   May 24, 2001                              payments of principal due on or before such date
                                                          (the "Initial Pool Balance")
First Distribution Date: June 15, 2001                    $1,319,080,829

Master Servicer:
First Union National Bank

Special Servicer:                                         Fiscal Agent:
ORIX Real Estate Capital Markets, LLC                     ABN AMRO Bank N.V.

Trustee:
LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________

</TABLE>


<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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, ORIX REAL ESTATE
CAPITAL MARKETS, LLC, 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 INTERNAL
REVENUE CODE OF 1986 (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"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), ORIX Real Estate Capital Markets LLC 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,


                                     A-1-2
<PAGE>

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 (or, in the case of the first such distribution, at the
close of business on the Closing Date) (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 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 denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                                     A-1-3
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  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 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 Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  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 other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, (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 and (iii) the exchange, subject to the
condition described below, by all the Certificateholders of all of the
Certificates for all the 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% of the Initial Pool Balance specified on the face
hereof. The right of the Certificateholders to exchange all of the Certificates
for all of the Mortgage Loans and REO Properties remaining in the Trust may be
exercised only after the Certificate Principal Balance of the Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates has
been reduced to zero.

                  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 each
of 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. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the


                                     A-1-4
<PAGE>

amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of REMIC I, REMIC II or REMIC III 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 laws 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] Certificates referred to
in the within-mentioned Agreement.


Dated:  [May 24, 2001]


                                           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 CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2
              CLASS X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

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


<TABLE>
<CAPTION>

<S>                                                       <C>
Pass-Through Rate:  Variable                              Initial Certificate Notional Amount of this Certificate
                                                          as of the Closing Date:
                                                          $------------

Date of Pooling and Servicing Agreement:                  Class Notional Amount of all the Class X Certificates as
May 11, 2001                                              of the Closing Date:
                                                          $-------------

Cut-off Date:   May 11, 2001                              Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting
                                                          payments of principal due on or before such date
                                                          (the "Initial Pool Balance")
First Distribution Date: June 15, 2001                    $1,319,080,829

Master Servicer:
First Union National Bank

Special Servicer:                                         Fiscal Agent:
ORIX Real Estate Capital Markets, LLC                     ABN AMRO Bank N.V.

Trustee:
LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________

</TABLE>


<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
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (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 EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT 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, FIRST UNION NATIONAL BANK, ORIX REAL ESTATE
CAPITAL MARKETS, LLC, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.



                                     A-2-2
<PAGE>

[LEGEND FOR REGULATION S TEMPORARY GLOBAL CERTIFICATE: PRIOR TO THE DATE THAT IS
40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE
CERTIFICATES AND (B) MAY 24, 2001 (THE "RELEASE DATE"), THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Structured Asset Securities Corporation as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
First Union National Bank as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), ORIX Real Estate Capital
Markets, LLC 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 (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(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 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


                                     A-2-3
<PAGE>

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 to a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act or 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 as to which all of the equity owners come
within such paragraphs (each, a "Permitted Transferee") and 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 or, if this
Certificate constitutes a Book-Entry 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 Transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Permitted Transferee (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


                                     A-2-4
<PAGE>

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 Book-Entry Certificate
related to a Rule 144A/IAI 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 as Exhibit F-2D to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Permitted Transferee. An interest in a Rule 144A/IAI Global Certificate may not
be transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A/IAI Global Certificate. If this Certificate
constitutes a Book-Entry 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 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 either Exhibit F-2C or Exhibit F-2D
attached to the Agreement are, with respect to the subject transfer, true and
correct.

                  [FOR REGULATION S GLOBAL CERTIFICATES ONLY: Notwithstanding
the preceding paragraph, any interest in a Rule 144A/IAI Global Certificate may
be transferred (without delivery of any certificate or Opinion of Counsel
described in clauses (i) and (ii) 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 of the same
Class as such Rule 144A/IAI Global Certificate 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
the related Rule 144A/IAI Global Certificate, and credit the account of a
Depository Participant by a denomination of interests in the related Regulation
S Temporary Certificate (if the Transfer occurs on or prior to the Release Date
or a denomination of interests in the related the Regulation S Permanent Global
Certificate (if the Transfer occurs after the Release Date), that (in each case)
is equal to the denomination of beneficial interests in such Class 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, will reduce the denomination of the
related Rule 144A/IAI Global Certificate, and increase the denomination of the
related Regulation S Temporary Certificate (if the Transfer occurs on or prior
to the Release Date) or the denomination of the related Regulation S Permanent
Global Certificate (if the Transfer occurs after the Release Date), by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

                  If this Certificate constitutes a Regulation S Temporary
Certificate, then, on and prior to the Release Date, beneficial interests in
this Certificate may not be transferred to any Person who takes delivery other
than in the form of a beneficial interest in this Certificate, and the
Certificate Owner desiring to effect such Transfer will be required to obtain
from such Certificate Owner's prospective Transferee a Regulation S Certificate.
Not earlier than the Release Date, beneficial interests in any Regulation S
Temporary Global Certificate will be exchangeable for beneficial interests in
the Regulation S Permanent Global Certificate for such Class. Beneficial
interests in any Regulation S Temporary Global Certificate may be held only
through Euroclear or Clearstream. The Regulation S Permanent


                                     A-2-5
<PAGE>

Global Certificates will be deposited with the Trustee as custodian for the
Depository and registered in the name of Cede & Co. as nominee of the
Depository.]

                  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 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, the underwriters, 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 Book-Entry 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 Book-Entry Certificate related to a Rule 144A/IAI Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, either: (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate or
such interest herein by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections 406 (a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975
(a) and (b) of the Code, under 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 such Certificate
or an interest therein 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 Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or


                                     A-2-6
<PAGE>


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
Book-Entry 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 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 Section 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.

                  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 other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, (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 and (iii) the exchange, subject to the
condition described below, by all the Certificateholders of all of the
Certificates for all the 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% of the Initial Pool Balance specified on the face
hereof. The right of the Certificateholders to exchange all of the Certificates
for all of the Mortgage Loans and REO Properties remaining in the Trust may be
exercised only after the Certificate Principal Balance of the Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates has
been reduced to zero.

                                     A-2-7
<PAGE>

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting Rights allocated to each
of 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. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III 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 laws 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 Certificates referred to in the
within-mentioned Agreement.


  Dated:  [May 24, 2001]


                                      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 _________________________________
________________________________ 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, CLASS C AND CLASS D CERTIFICATES
                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2
                CLASS [B][C][D] COMMERCIAL MORTGAGE PASS-THROUGH
                           CERTIFICATE, SERIES 2001-2

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

<TABLE>
<CAPTION>

                     STRUCTURED ASSET SECURITIES CORPORATION

<S>                                                      <C>
Pass-Through Rate:  ___%                                  Initial Certificate Principal Balance of this
                                                          Certificate as of the Closing Date:
                                                          $------------

Date of Pooling and Servicing Agreement:                  Class Principal Balance of all the Class [B][C][D]
May 11, 2001                                              Certificates as of the Closing Date:
                                                          $-------------

Cut-off Date:   May 11, 2001                              Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting
Closing Date: May 24, 2001                                payments of principal due on or before such date
                                                          (the "Initial Pool Balance")
First Distribution Date: June 15, 2001                    $1,319,080,829

Master Servicer:
First Union National Bank

Special Servicer:                                         Fiscal Agent:
ORIX Real Estate Capital Markets, LLC                     ABN AMRO Bank N.V.

Trustee:
LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________

</TABLE>

<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
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (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 EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT 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, FIRST UNION NATIONAL BANK, ORIX REAL ESTATE
CAPITAL MARKETS, LLC, 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

                                     A-3-2
<PAGE>

Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), ORIX Real Estate Capital Markets, LLC 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 (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(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 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

                                     A-3-3
<PAGE>

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 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.

                  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.

                  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


                                     A-3-4
<PAGE>

and required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, (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 and (iii) the exchange, subject to the
condition described below, by all the Certificateholders of all of the
Certificates for all the 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% of the Initial Pool Balance specified on the face
hereof. The right of the Certificateholders to exchange all of the Certificates
for all of the Mortgage Loans and REO Properties remaining in the Trust may be
exercised only after the Certificate Principal Balance of the Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates has
been reduced to zero.

                  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 each
of 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. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III 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 laws 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] Certificates referred to
in the within-mentioned Agreement.


Dated:   [May 24, 2001]


                                          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 __________________________________
________________________________ 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 E, CLASS F, CLASS G, CLASS H, CLASS J,
      CLASS K, CLASS L, CLASS M, CLASS N, CLASS P AND CLASS Q CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2
      CLASS [E] [F] [G] [H] [J] [K] [L] [M] [N] [P] [Q]COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2001-C2

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

<TABLE>
<CAPTION>

                     STRUCTURED ASSET SECURITIES CORPORATION

<S>                                                      <C>
Pass-Through Rate:  ___%                                  Initial Certificate Principal Balance of this
                                                          Certificate as of the Closing Date:
                                                          $------------

Date of Pooling and Servicing Agreement:                  Class Principal Balance of all the Class [E][F][G][H][I][J]
May 11, 2001                                              [K][L][M][N][O][P][Q] Certificates as of the Closing Date:
                                                          $-------------

Cut-off Date:   May 11, 2001                              Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting
Closing Date:   May 24, 2001                              payments of principal due on or before such date
                                                          (the "Initial Pool Balance")
First Distribution Date: June 15, 2001                    $1,319,080,829

Master Servicer:
First Union National Bank

Special Servicer:                                         Fiscal Agent:
ORIX Real Estate Capital Markets, LLC                     ABN AMRO Bank N.V.

Trustee:
LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________

</TABLE>


<PAGE>


[FOR CLASS E, CLASS F, CLASS G, CLASS H, CLASS J AND CLASS K CERTIFICATES ONLY:
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
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (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 EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT 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, FIRST UNION NATIONAL BANK, ORIX REAL ESTATE
CAPITAL MARKETS, LLC, 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.

                                     A-4-2
<PAGE>

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[LEGEND FOR REGULATION S TEMPORARY GLOBAL CERTIFICATE: PRIOR TO THE DATE THAT IS
40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE
CERTIFICATES AND (B) MAY 24, 2001 (THE "RELEASE DATE"), 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
PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

                  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"), among Structured Asset Securities Corporation as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), First Union National Bank as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), ORIX Real Estate
Capital Markets LLC 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 (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(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 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

                                     A-4-3
<PAGE>

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 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 to a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act or 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 as to which all of the equity owners come
within such paragraphs (each, a "Permitted Transferee") and 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 or, if this
Certificate constitutes a


                                     A-4-4
<PAGE>

Book-Entry 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 Transfer may be made without registration under the
Securities Act and that the prospective Transferee is a Permitted Transferee
(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 Book-Entry Certificate
related to a Rule 144A/IAI 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 as Exhibit F-2D to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Permitted Transferee [FOR CLASS K CERTIFICATES ONLY: , provided that no Transfer
of an interest in any Class K Certificate shall be made to an "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act unless such Class K Certificates have been converted
into definitive, fully registered Certificates, in which event such Transfer
shall be subject to the conditions set forth in the Agreement with respect to
such Transfers]. An interest in a Rule 144A/IAI Global Certificate may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A/IAI Global Certificate. If this Certificate
constitutes a Book-Entry 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 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 either Exhibit F-2C or Exhibit F-2D
attached to the Agreement are, with respect to the subject Transfer, true and
correct.

                  [FOR REGULATION S GLOBAL CERTIFICATES IN RESPECT OF THE CLASS
E CLASS F, CLASS G, CLASS H, CLASS J OR CLASS K CERTIFICATES ONLY:
Notwithstanding the preceding paragraph, any interest in a Rule 144A/IAI Global
Certificate may be transferred (without delivery of any certificate or Opinion
of Counsel described in clauses (i) and (ii) 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 of the
same Class as such Rule 144A/IAI Global Certificate 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 the related Rule 144A/IAI Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in the
related Regulation S Temporary Certificate (if the Transfer occurs on or prior
to the Release Date or a


                                     A-4-5
<PAGE>

denomination of interests in the related the Regulation S Permanent Global
Certificate (if the Transfer occurs after the Release Date), that (in each case)
is equal to the denomination of beneficial interests in such Class 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, will reduce the denomination of the
related Rule 144A/IAI Global Certificate, and increase the denomination of the
related Regulation S Temporary Certificate (if the Transfer occurs on or prior
to the Release Date) or the denomination of the related Regulation S Permanent
Global Certificate (if the Transfer occurs after the Release Date), by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

                  If this Certificate constitutes a Regulation S Temporary
Certificate, then, on and prior to the Release Date, beneficial interests in
this Certificate may not be transferred to any Person who takes delivery other
than in the form of a beneficial interest in this Certificate, and the
Certificate Owner desiring to effect such Transfer will be required to obtain
from such Certificate Owner's prospective Transferee a Regulation S Certificate.
Not earlier than the Release Date, beneficial interests in any Regulation S
Temporary Global Certificate will be exchangeable for beneficial interests in
the Regulation S Permanent Global Certificate for such Class. Beneficial
interests in any Regulation S Temporary Global Certificate may be held only
through Euroclear or Clearstream. The Regulation S Permanent Global Certificates
will be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.]

                  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 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, the underwriters, 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,
sale, pledge or other disposition 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 Book-Entry 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 Book-Entry Certificate related to a Rule 144A/IAI Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, either: (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate or
such interest


                                     A-4-6
<PAGE>

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, under 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 such Certificate or an interest therein
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 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 Book-Entry 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 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.

                  [FOR CLASS E, CLASS F, CLASS G, CLASS H, CLASS J AND CLASS K
CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this
Certificate is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC, transfers of interests in this
Certificate shall be made through the book-entry facilities of DTC.]

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.



                                     A-4-7
<PAGE>

                  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 other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, (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 and (iii) the exchange, subject to the
condition described below, by all the Certificateholders of all of the
Certificates for all the 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% of the Initial Pool Balance specified on the face
hereof. The right of the Certificateholders to exchange all of the Certificates
for all of the Mortgage Loans and REO Properties remaining in the Trust may be
exercised only after the Certificate Principal Balance of the Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates has
been reduced to zero.

                  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 each
of 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. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III 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 laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-4-8
<PAGE>

                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------
                                                 Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [E] [F] [G] [H] [J] [K] [L] [M] [N]
[P] [Q] Certificates referred to in the within-mentioned Agreement.


Dated:  [May 24, 2001]


                                       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__________________________________
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 R-I, CLASS R-II AND CLASS R-III CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2

                  CLASS [R-I][R-II][R-III] COMMERCIAL MORTGAGE

                    PASS-THROUGH CERTIFICATE, SERIES 2001-C2

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

<TABLE>
<CAPTION>
                     STRUCTURED ASSET SECURITIES CORPORATION
<S>                                                       <C>
Pass-Through Rate:  ____%                                 Percentage Interest evidenced by this Certificate in the
                                                          related Class:  ___%
Date of Pooling and Servicing Agreement:
May 11, 2001

Cut-off Date:   May 11, 2001                              Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  May 24, 2001                               principal due on or before such date (the "Initial Pool
                                                          Balance"):
First Distribution Date:  June 15, 2001                   $1,319,080,829

Master Servicer:
First Union National Bank

Special Servicer:                                         Fiscal Agent:
ORIX Real Estate Capital Markets, LLC                     ABN AMRO Bank N.V.

Trustee:
LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________
</TABLE>



<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
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (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 EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT 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, FIRST UNION NATIONAL BANK, ORIX REAL ESTATE
CAPITAL MARKETS, LLC, 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 "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (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"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the


                                     A-5-2
<PAGE>

Agreement), First Union National Bank as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), ORIX Real Estate
Capital Markets, LLC 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 (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(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 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


                                     A-5-3
<PAGE>

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 to a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "QIB") or an
"accredited investor" as defined in any paragraphs (1), (2), (3) and (7) of Rule
501(a) under the Securities Act or any entity as to which all the equity owners
come within such paragraphs (an "IAI") and 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
Transfer may be made without registration under the Securities Act and that the
prospective Transferee is a QIB or an IAI (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 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, the underwriters, the Trustee, the Master Servicer, the Special
Servicer, 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


                                     A-5-4
<PAGE>

Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate 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, under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar a certification and/or Opinion of Counsel
as required by the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of this Certificate or such interest
herein by such Transferee is exempt from the prohibited transaction provisions
of Sections 406 (a) and (b) and 407 of ERISA and the excise taxes imposed on
such prohibited transactions by Sections 4975 (a) and (b) of the Code.

                  Each 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


                                     A-5-5
<PAGE>

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 REMIC I, REMIC II or REMIC III
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 a
Disqualified Organization, any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, a
Disqualified Non-United States Tax Person or a Disqualified Partnership.

                  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-5-6
<PAGE>

                  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, 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).

                  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.

                  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 other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, (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, and (iii) the exchange, subject to the
condition described below, by all the Certificateholders of all of the
Certificates for all the 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% of the Initial Pool Balance specified on the face
hereof. The right of the Certificateholders to exchange all of the Certificates
for all of the Mortgage Loans and REO Properties remaining in the Trust may be
exercised only after the Certificate Principal Balance of the Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates has
been reduced to zero.

                  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


                                     A-5-7
<PAGE>

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 each
of 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. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III 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 laws 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-5-8
<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 [R-I] [R-II] [R-III] Certificates
referred to in the within-mentioned Agreement.

Dated:  [May 24, 2001]


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as Certificate Registrar

                                       By:
                                          ---------------------------------
                                                   Authorized Officer



                                     A-5-9
<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 _________________________________
____________________________________________________________________________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-5-10


















<PAGE>

                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT


<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                   STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                              FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
135 S. LaSalle Street   Suite 1625              LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
Chicago, IL   60603                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                             SERIES 2001-C2                              Record Date:
                                                       ABN AMRO ACCT: XX-XXXX-XX-X
Administrator:                                                                                           Analyst:
                                                   REPORTING PACKAGE TABLE OF CONTENTS
====================================================================================================================================
<S>                                     <C>                                                   <C>
======================================  ====================================================  ======================================
                                                                                     Page(s)
Issue Id:                               REMIC Certificate Report                              Closing Date:
ASAP #:                            508  Bond Interest Reconciliation                          First Payment Date:
Monthly Data File Name:                 Cash Reconciliation Summary                           Assumed Final Payment Date:
                                        15 Month Historical Loan Status Summary
======================================  15 Month Historical Payoff/Loss Summary               ======================================
                                        Historical Collateral Level Prepayment Report
                                        Delinquent Loan Detail
                                        Mortgage Loan Characteristics
                                        Loan Level Detail
                                        Specially Serviced Report
                                        Modified Loan Detail
                                        Realized Loss Detail
                                        Appraisal Reduction Detail

                                        ====================================================

                    =============================================================================================
                                                         CONTACT INFORMATION
                    ---------------------------------------------------------------------------------------------
                                                               ISSUER:
                                                             DEPOSITOR:
                                                            UNDERWRITER:
                                                          MASTER SERVICER:
                                                           RATING AGENCY:
                    =============================================================================================

                                 ==================================================================
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                                 ------------------------------------------------------------------
                                     LaSalle Web Site                            www.lnbabs.com
                                     Servicer Website
                                     LaSalle Bulletin Board                      (714) 282-3990
                                     LaSalle "ASAP" Fax Back System              (714) 282-5518
                                     LaSalle Factor Line                         (800) 246-5761
                                 ==================================================================

====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                   STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                              FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                                LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
WAC:                                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
WA Life Term:                                                SERIES 2001-C2                              Record Date:
WA Amort Term:                                         ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Next Index:
====================================================================================================================================
            ORIGINAL       OPENING    PRINCIPAL     PRINCIPAL      NEGATIVE      CLOSING     INTEREST     INTEREST     PASS-THROUGH
CLASS    FACE VALUE (1)    BALANCE     PAYMENT    ADJ. OR LOSS   AMORTIZATION    BALANCE      PAYMENT    ADJUSTMENT      RATE (2)
CUSIP       Per 1,000     Per 1,000   Per 1,000     Per 1,000     Per 1,000     Per 1,000    Per 1,000   Per 1,000     Next Rate (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>           <C>         <C>           <C>           <C>           <C>          <C>         <C>           <C>
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
               0.00          0.00        0.00          0.00          0.00          0.00         0.00        0.00
====================================================================================================================================
                                                                      Total P&I Payment         0.00
                                                                      ==============================

Notes:  (1) N denotes notional balance not included in total
        (2) Interest Paid minus Interest Adjustment minus Deferred Interest equals Accrual
        (3) Estimated

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    BOND INTEREST RECONCILIATION

===============================================================================================================================
                                                 Deductions                               Additions
                                   -----------------------------------------  ---------------------------------
          Accrual       Accrued                 Add.    Deferred &               Prior     Prepay-     Other     Distributable
       -------------  Certificate  Allocable    Trust    Accretion  Interest  Int. Short-   ment     Interest     Certificate
Class  Method  Days    Interest      PPIS    Expense(1)  Interest    Losses    falls Due  Penalties Proceeds(2)    Interest
-------------------------------------------------------------------------------------------------------------------------------
<S>    <C>     <C>     <C>           <C>     <C>         <C>         <C>       <C>        <C>       <C>            <C>
-------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------------------------
                         0.00        0.00       0.00       0.00       0.00        0.00      0.00       0.00          0.00
===============================================================================================================================

<CAPTION>
======================  ======================

            Remaining
 Interest  Outstanding       Credit Support
 Payment    Interest      --------------------
  Amount   Shortfalls     Original  Current(3)
----------------------  ----------------------
<S>        <C>            <C>       <C>

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

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

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

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

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

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

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

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

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

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

----------------------  ----------------------
   0.00       0.00
======================  ======================

(1) Additional Trust Expenses are fees allocated directly to the bond resulting in a deduction to accrued interest and not carried
    as an outstanding shortfall.
(2) Other Interest Proceeds include default interest, PPIE and Recoveries of Interest.
(3) Determined as follows:  (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class
    and (ii) the ending balance of all classes which are not subordinate to the class divided by (A).

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                 STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                              LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                           SERIES 2001-C2                              Record Date:
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                     CASH RECONCILIATION SUMMARY

====================================================================================================================================
<S>                                          <C>                                          <C>
-------------------------------------------  -------------------------------------------  ------------------------------------------
       INTEREST SUMMARY                            SERVICING FEE SUMMARY                         PRINCIPAL SUMMARY
-------------------------------------------  -------------------------------------------  ------------------------------------------

Current Scheduled Interest                   Current Servicing Fees                       SCHEDULED PRINCIPAL:
Less Deferred Interest                       Plus Fees Advanced for PPIS                  Current Scheduled Principal
Plus Advance Interest                        Less Reduction for PPIS                      Advanced Scheduled Principal
Plus Unscheduled Interest                    Plus Unscheduled Servicing Fees              ------------------------------------------
PPIS Reducing Scheduled Interest             -------------------------------------------  Scheduled Principal Distribution
Less Total Fees Paid  To Servicer            Total Servicing Fees Paid                    ------------------------------------------
Plus Fees Advanced for PPIS                  -------------------------------------------  UNSCHEDULED PRINCIPAL:
Less Fee Strips Paid by Servicer                                                          Curtailments
Less Misc. Fees & Expenses                   -------------------------------------------  Prepayments in Full
Less Non Recoverable Advances                           PPIS SUMMARY                      Liquidation Proceeds
-------------------------------------------  -------------------------------------------  Repurchase Proceeds
Interest Due Trust                                                                        Other Principal Proceeds
-------------------------------------------  Gross PPIS                                   ------------------------------------------
Less Trustee Fee                             Reduced by PPIE                              Unscheduled Principal Distribution
Less Fee Strips Paid by Trust                Reduced by Shortfalls in Fees                ------------------------------------------
Less Misc. Fees Paid by Trust                Reduced by Other Amounts                     Remittance Principal
-------------------------------------------  -------------------------------------------  ------------------------------------------
Remittance Interest                          PPIS Reducing Scheduled Interest
-------------------------------------------  -------------------------------------------  ------------------------------------------
                                             PPIS Reducing Servicing Fee                  Servicer Wire Amount
                                             -------------------------------------------  ------------------------------------------
                                             PPIS Due Certificate
                                             -------------------------------------------
                                     ----------------------------------------------------------
                                            POOL BALANCE SUMMARY
                                     ----------------------------------------------------------
                                                                           Balance      Count
                                     ----------------------------------------------------------
                                     Beginning Pool
                                     Scheduled Principal Distribution
                                     Unscheduled Principal Distribution
                                     Deferred Interest
                                     Liquidations
                                     Repurchases
                                     Ending Pool
                                     ----------------------------------------------------------

               -------------------------------------------------------------------------------------------------------
                                                               ADVANCES
                                                               --------
                 PRIOR OUTSTANDING            CURRENT PERIOD               RECOVERED              ENDING OUTSTANDING
               Principal     Interest     Principal     Interest     Principal     Interest     Principal     Interest
               -------------------------------------------------------------------------------------------------------



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

====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY

============   =============================================================================   =====================================
                                        Delinquency Aging Categories                                 Special Event Categories (1)
               -----------------------------------------------------------------------------   -------------------------------------
                                                                                                               Specially
               Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months   Foreclosure       REO       Modifications   Serviced   Bankruptcy
Distribution   -----------------------------------------------------------------------------   -------------------------------------
    Date       #      Balance  #      Balance   #       Balance  #      Balance  #   Balance   #     Balance  #  Balance  #  Balance
============   =============================================================================   =====================================
<S>            <C>    <C>      <C>    <C>       <C>     <C>      <C>    <C>      <C> <C>       <C>   <C>      <C> <C>     <C> <C>

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

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

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

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

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

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

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

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

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

============   =============================================================================   =====================================

      (1) Note: Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

============  ==================================================================================  ==================================
                                                          Appraisal                    Realized
               Ending Pool (1)  Payoffs (2)  Penalties   Reduct. (2) Liquidations (2) Losses (2)  Remaining Term  Curr Weighted Avg.
Distribution  ----------------------------------------------------------------------------------  ----------------------------------
   Date        #       Balance  #   Balance  #  Amount   #   Balance  #      Balance  #   Amount   Life    Amort.  Coupon     Remit
============  ==================================================================================  ==================================
<S>            <C>     <C>      <C> <C>      <C> <C>     <C> <C>      <C>    <C>      <C> <C>      <C>     <C>     <C>        <C>
------------  ----------------------------------------------------------------------------------  ----------------------------------

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

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

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

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

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

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

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

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

============  ==================================================================================  ==================================

                 (1) Percentage based on pool as of cutoff. (2) Percentage based on pool as of beginning of period.

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                            HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT

========================  ==============================  ====================  ===============  =============================
                                                                                                       Remaining Term
Disclosure  Distribution  Initial        Payoff  Penalty  Prepayment  Maturity  Property              ------------------  Note
 Control #     Date       Balance  Code  Amount   Amount     Date       Date      Type    State  DSCR   Life     Amort.   Rate
========================  ==============================  ====================  ===============  =============================
<S>            <C>        <C>      <C>   <C>      <C>        <C>        <C>       <C>     <C>    <C>    <C>      <C>      <C>
------------------------  ------------------------------  --------------------  ---------------  -----------------------------

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

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

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

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

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

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

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

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

========================  ==============================  ====================  ===============  =============================
                          CUMULATIVE        0       0
                                         ===============

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                       DELINQUENT LOAN DETAIL

===============================================================================================================================
                  Paid               Outstanding  Out. Property                     Special
 Disclosure Doc   Thru  Current P&I      P&I        Protection       Advance       Servicer     Foreclosure  Bankruptcy    REO
   Control #      Date    Advance     Advances**     Advances    Description (1) Transfer Date      Date        Date       Date
===============================================================================================================================
<S>               <C>     <C>         <C>            <C>         <C>             <C>                <C>         <C>        <C>




















===============================================================================================================================
A.  P&I Advance - Loan in Grace Period                                1.  P&I Advance - Loan delinquent 1 month
B.  P&I Advance - Late Payment but (less than) one month delinq       2.  P&I Advance - Loan delinquent 2 months
                                                                      3.  P&I Advance - Loan delinquent 3 months or More
                                                                      4.  Matured Balloon/Assumed Scheduled Payment
===============================================================================================================================
**  Outstanding P&I Advances include the current period P&I Advance

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS

<S>                                                                <C>
               DISTRIBUTION OF PRINCIPAL BALANCES                               DISTRIBUTION OF MORTGAGE INTEREST RATES
=================================================================  =================================================================
                                                Weighted Average                                                   Weighted Average
 Current Scheduled   # of  Scheduled   % of    ------------------  Current Mortgage     # of  Scheduled   % of    ------------------
     Balances       Loans   Balance   Balance  Term  Coupon  DSCR   Interest Rate      Loans   Balance   Balance  Term  Coupon  DSCR
=================================================================  =================================================================








                                                                   =================================================================
                                                                                         0         0      0.00%
=================================================================  =================================================================
                      0         0      0.00%                       Minimum Mortgage Interest Rate     10.0000%
=================================================================  Maximum Mortgage Interest Rate     10.0000%
Average Scheduled Balance
Maximum  Scheduled Balance                                                     DISTRIBUTION OF REMAINING TERM (BALLOON)
Minimum  Scheduled Balance                                         =================================================================
                                                                                                                   Weighted Average
        DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)             Balloon           # of  Scheduled   % of    ------------------
=================================================================  Mortgage Loans      Loans   Balance   Balance  Term  Coupon  DSCR
                                                Weighted Average   =================================================================
Fully Amortizing     # of  Scheduled   % of    ------------------     0 to  60
 Mortgage Loans     Loans   Balance   Balance  Term  Coupon  DSCR    61 to 120
=================================================================   121 to 180
                                                                    181 to 240
                                                                    241 to 360



=================================================================  =================================================================
                      0         0      0.00%                                             0         0      0.00%
=================================================================  =================================================================
                                   Minimum Remaining Term          Minimum Remaining Term       0
                                   Maximum Remaining Term          Maximum Remaining Term       0

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS

<S>                                                                <C>
                 DISTRIBUTION OF DSCR (CURRENT)                                         GEOGRAPHIC DISTRIBUTION
=================================================================  =================================================================
   Debt Service     # of   Scheduled    % of                                           # of   Scheduled    % of
  Coverage Ratio   Loans    Balance    Balance  WAMM   WAC   DSCR        State        Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================





=================================================================
                     0         0        0.00%
=================================================================
Maximum  DSCR
Minimum  DSCR

                  DISTRIBUTION OF DSCR (CUTOFF)
=================================================================
   Debt Service     # of   Scheduled    % of
  Coverage Ratio   Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================





=================================================================  =================================================================
                     0         0        0.00%                                           0                  0.00%
=================================================================  =================================================================
Maximum  DSCR               0.00
Minimum  DSCR               0.00

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS

<S>                                                                <C>
                 DISTRIBUTION OF PROPERTY TYPES                                     DISTRIBUTION OF LOAN SEASONING
=================================================================  =================================================================
                    # of   Scheduled    % of                                           # of   Scheduled    % of
  Property Types   Loans    Balance    Balance  WAMM   WAC   DSCR  Number of Years    Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================












=================================================================  =================================================================
                     0         0        0.00%                                           0         0        0.00%
=================================================================  =================================================================

                DISTRIBUTION OF AMORTIZATION TYPE                                 DISTRIBUTION OF YEAR LOANS MATURING
=================================================================  =================================================================
Current Scheduled   # of   Scheduled    % of                                           # of   Scheduled    % of
    Balances       Loans    Balance    Balance  WAMM   WAC   DSCR          Year       Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================
                                                                           1998
                                                                           1999
                                                                           2000
                                                                           2001
                                                                           2002
                                                                           2003
                                                                           2004
                                                                           2005
                                                                           2006
                                                                           2007
                                                                           2008
                                                                       2009 & Longer
=================================================================  =================================================================
                                                                                        0         0        0.00%
=================================================================  =================================================================

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                          LOAN LEVEL DETAIL

==============================================================================================================================
                                                   Operating               Ending                               Spec.
Disclosure         Property                        Statement   Maturity   Principal   Note   Scheduled   Mod.   Serv    ASER
 Control #   Grp     Type     State   DSCR   NOI     Date        Date      Balance    Rate      P&I      Flag   Flag    Flag
==============================================================================================================================
<S>          <C>     <C>      <C>     <C>    <C>     <C>         <C>       <C>        <C>       <C>      <C>    <C>     <C>










==============================================================================================================================
                              W/Avg   0.00    0                               0                  0
==============================================================================================================================

<CAPTION>
====================================
  Loan             Prepayment
 Status    -------------------------
 Code(1)   Amount   Penalty   Date
====================================
<S>        <C>      <C>       <C>










====================================
              0         0
====================================

*   NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information
    obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology
    used to determine such figures.

------------------------------------------------------------------------------------------------------------------------------------
(1)   Legend:   A.  P&I Adv -  in Grace Period                   1. P&I Adv -  delinquent 1 month       7. Foreclosure
                B.  P&I Adv -  (less than) one month delinq      2. P&I Adv -  delinquent 2 months      8. Bankruptcy
                                                                 3. P&I Adv -  delinquent 3+ months     9. REO
                                                                 4. Mat. Balloon/Assumed  P&I          10. DPO
                                                                 5. Prepaid in Full                    11. Modification
                                                                 6. Specially  Serviced
====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                              SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

=====================  ===================  =================================  ================================  ================
                             Balance                          Remaining Term
Disclosure  Transfer    -----------------    Note   Maturity  --------------           Property                              NOI
Control #     Date      Scheduled  Actual    Rate     Date     Life   Amort.             Type            State    NOI  DSCR  Date
=====================  ===================  =================================  ================================  ================
<S>           <C>       <C>        <C>       <C>      <C>      <C>    <C>                <C>             <C>      <C>  <C>   <C>




















=====================  ===================  =================================  ================================  ================

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS

====================================================================================================================================
   Disclosure             Resolution
   Control #               Strategy                                              Comments
====================================================================================================================================
<S>                        <C>                                                   <C>





























====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        MODIFIED LOAN DETAIL

====================================================================================================================================

 Disclosure   Modification      Modification                                          Modification
  Control #      Date               Code                                              Description
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>                                               <C>
























====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                  STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                             FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                               LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                            SERIES 2001-C2                              Record Date:
                                                      ABN AMRO ACCT: XX-XXXX-XX-X

                                                          REALIZED LOSS DETAIL

====================================================================================================================================
                                                Beginning            Gross Proceeds  Aggregate       Net      Net Proceeds
Distribution  Disclosure  Appraisal  Appraisal  Scheduled  Gross      as a % of     Liquidation  Liquidation   as a % of    Realized
   Period     Control #     Date       Value     Balance  Proceeds  Sched Principal  Expenses *   Proceeds   Sched. Balance   Loss
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>        <C>       <C>      <C>       <C>              <C>          <C>        <C>              <C>

























------------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL                                      0.00     0.00                        0.00         0.00                     0.00
CUMULATIVE                                         0.00     0.00                        0.00         0.00                     0.00
====================================================================================================================================

     * Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C2                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2001-C2                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                     APPRAISAL REDUCTION DETAIL

======================  ========================  ======================================  ================  ======  ================
                                                                       Remaining Term                                   Appraisal
Disclosure  Appraisal   Scheduled    Reduction      Note    Maturity   ---------------    Property                   ---------------
 Control #  Red. Date    Balance      Amount        Rate      Date     Life      Amort.     Type    State    DSCR     Value    Date
----------------------  ------------------------  --------------------------------------  ----------------  ------  ----------------
<S>         <C>          <C>          <C>           <C>       <C>      <C>       <C>        <C>     <C>      <C>      <C>      <C>




























======================  ========================  ======================================  ================  ======  ================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>


<PAGE>

                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

To the parties listed on the attached Schedule A


          Re:     LB-UBS Commercial Mortgage Trust 2001-C2
                  Commercial Mortgage Pass Through Certificates, Series 2001-C2
                  (the "Certificates")

Ladies and Gentlemen:

         Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of May 11, 2001, 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)), (ix)
and (xvi) 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.


<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

First Union National Bank
8739 Research Drive -URP4
Charlotte, North Carolina 20288
Attn:  LB-UBS Commercial Mortgage Trust 2001-C2

ORIX Real Estate Capital Markets LLC
1717 Main Street

Dallas, Texas 75052
Attn:  LB-UBS Commercial Mortgage Trust 2001-C2

Structured Asset Securities Corporation
200 Vesey Street

New York, New York  10285
Attn: LB-UBS Commercial Mortgage Trust 2001-C2

Lehman Brothers Inc.
Three World Financial Center
New York, New York  10285
Attn:  LB-UBS Commercial Mortgage Trust 2001-C2

UBS Warburg LLC
1285 Avenue of the Americas
New York, New York  10019

Attn:  LB-UBS Commercial Mortgage Trust 2001-C2

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013
Attn:  LB-UBS Commercial Mortgage Trust 2001-C2




                                      C-3
<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE



LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2,
                  Commercial Mortgage Pass-Through Certificates, Series 2001-C2

         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 May 11, 2001 (the "Pooling and Servicing Agreement"), by and among
Structured Asset Securities Corporation as depositor, the undersigned as master
servicer (the "Master Servicer"), ORIX Real Estate Capital Markets LLC as
special servicer (the "Special Servicer"), you as trustee (the "Trustee") and
ABN AMRO Bank N.V. as 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.


<PAGE>



         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                            FIRST UNION NATIONAL BANK

                            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
Chicago, Illinois  60603

Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2,
                  Commercial Mortgage Pass-Through Certificates, Series 2001-C2

         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 May 11, 2001 (the "Pooling and Servicing Agreement"), by and among
Structured Asset Securities Corporation as depositor, First Union National Bank
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 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.


<PAGE>



         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                         ORIX REAL ESTATE CAPITAL MARKETS, LLC


                                         By:___________________________________
                                         Name:_________________________________
                                         Title:________________________________




                                     D-2-2
<PAGE>



                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT

                        LOAN PAYMENT NOTIFICATION REPORT

                           AS OF _____________________

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
<S>                  <C>          <C>      <C>       <C>       <C>       <C>           <C>          <C>           <C>
      S4            S55          S61      S58       P7        P8        P10           P11          P93           P97
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
                                                                                                PRECEDING
                 SHORT NAME                      SCHEDULED    PAID     CURRENT                  FISCAL YR
                   (WHEN      PROPERTY             LOAN       THRU     INTEREST    MATURITY        DSCR       MOST RECENT
PROSPECTUS ID   APPROPRIATE)    TYPE     STATE    BALANCE     DATE       RATE         DATE          NCR         DSCR NCF
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
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----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
SCHEDULED PAYMENTS

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

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--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
UNSCHEDULED PAYMENT

----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
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--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
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TOTAL:                                          $
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<CAPTION>


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

    SERVICER ESTIMATED INFORMATION
 --------------------------------------
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<S>             <C>        <C>
                EXPECTED     EXPECTED
   YIELD         PAYMENT   DISTRIBUTION
 MAINTENANCE      DATE        DATE
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</TABLE>

THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.


<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE

             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                              ___________, 20__

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of May 24, 2001 (the "Closing
                  Date") of $__________] [representing a ___% Percentage
                  Interest in the related 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 May 11, 2001, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, ORIX Real Estate Capital Markets, LLC 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
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

                  1. The Transferor is the lawful owner of the Transferred
         Certificates with the full right to transfer such Certificates free
         from any and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
         (a) offered, transferred, pledged, sold or otherwise disposed of any
         Transferred Certificate, any interest in a Transferred Certificate or
         any other similar security to any person in any manner, (b) solicited
         any offer to buy or accept a transfer, pledge or other disposition of
         any Transferred Certificate, any interest in a Transferred Certificate
         or any other similar security from any person in any manner, (c)
         otherwise approached or negotiated with respect to any Transferred
         Certificate, any interest in a Transferred Certificate or any other
         similar security with any person in any manner, (d) made any general
         solicitation with respect to any Transferred Certificate, any interest
         in a Transferred Certificate or any other similar security by means of
         general advertising or in any other manner, or (e) taken any other
         action with respect to any Transferred Certificate, any interest in a
         Transferred Certificate or any other similar security, which (in the
         case of any of the acts described in clauses (a) through (e) hereof)
         would constitute a distribution of the Transferred Certificates under
         the Securities Act of 1933, as amended (the "Securities Act"), would
         render the disposition of the Transferred Certificates a violation of
         Section 5 of the Securities Act or any state securities laws, or would
         require registration or qualification of the Transferred Certificates
         pursuant to the Securities Act or any state securities laws.


<PAGE>

                                    Very truly yours,

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


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




                                     F-1-2
<PAGE>

                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                            _____________, 20__

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2, Class __, [having
                  an initial aggregate Certificate Principal Balance
                  [Certificate Notional Amount] as of May 24, 2001 (the "Closing
                  Date") of $__________] [representing a ___% Percentage
                  Interest in the related 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 May 11, 2001, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, ORIX Real Estate Capital Markets, LLC 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, 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.
         The Transferee understands that such Transferred Certificates may be
         resold, pledged or transferred only in accordance with Section 5.02 of
         the Pooling and Servicing Agreement and (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
         to whom notice is given that the resale, pledge or transfer is being
         made in reliance on Rule 144A, or (b) to an "accredited investor" with
         the meaning of paragraph (1), (2), (3) or (7) of Rule 501(a) under the
         Securities Act (or an entity in which all the equity owners come within
         such paragraphs) 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


<PAGE>

         Fund created pursuant thereto, (e) any credit enhancement mechanism
         associated with the Transferred Certificates, and (f) all related
         matters, that it has requested.

                  3. If the Transferee proposes that the Transferred
         Certificates be registered in the name of a nominee, such nominee has
         completed the Nominee Acknowledgment below.

                                     Very truly yours,

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


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

                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                      ------------------------------------
                                      (Nominee)


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


                                     F-2A-2
<PAGE>



                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]


         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________1 in securities
(other than the excluded securities referred to below) as of the end of such
entity's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

         ___      Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      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-2A-3
<PAGE>

                  savings and loan association, and not more than 18 months
                  preceding such date of sale in the case of a foreign savings
                  and loan association or equivalent institution.

         ___      Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  state, U.S. territory or the District of Columbia.

         ___      State or Local Plan. The Transferee is a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

         ___      Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)


                  _____________________________________________________________
                  _____________________________________________________________
                  _____________________________________________________________




         3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.



                                     F-2A-4
<PAGE>

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

                  ----     -----
                  Yes      No               Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is 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.

         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.

                            ------------------------------------
                            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 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") 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


                                     F-2A-6
<PAGE>

basis 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.

                  ----     -----
                  Yes      No               Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is 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 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:
                                                  -----------------------------


                                    IF AN ADVISER:

                                    ---------------------------------------
                                    Print of Transferee

                                    Date:
                                         --------------------------------------



                                     F-2A-7
<PAGE>

                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE

             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                            _____________, 20__

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of May 24, 2001 (the "Closing
                  Date") of $__________] [representing a ___% Percentage
                  Interest in the related 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 May 11, 2001, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, ORIX Real Estate Capital Markets, LLC 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, that:

         1. 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. 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) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates and (c) neither the Transferred Certificates 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 a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1 to
the Pooling and Servicing Agreement and a certificate from the prospective
transferee substantially in the form attached either as Exhibit F-2A or Exhibit
F-2B to the Pooling and Servicing Agreement, or (B) an Opinion of Counsel
satisfactory to the Certificate Registrar that the transfer may be made without
registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.


<PAGE>

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing 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 legends substantially to the following effect:

         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 WITHOUT SUCH REGISTRATION OR
         QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
         SUCH REGISTRATION OR QUALIFICATION AND 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 EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
         SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (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 EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
         OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         3. Neither the Transferee 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 by means of general advertising or in any other manner, or (e)
taken any other action, that (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 nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

         4. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
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.

         5. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within


                                     F-2B-2
<PAGE>

such paragraphs and 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 an
investment and can afford a complete loss of such investment.

         4. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                     Very truly yours,

                                     ------------------------------------
                                     (Transferee)


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


                                     F-2B-3
<PAGE>


                             Nominee Acknowledgment

         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-4
<PAGE>

                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE

                          FOR TRANSFERS OF INTERESTS IN

                     BOOK-ENTRY NON-REGISTERED CERTIFICATES

                                                              ____________, 20__

[TRANSFEROR]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of May 24, 2001 (the "Closing
                  Date") of $__________] [representing a ___% Percentage
                  Interest in the related Class]


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"),
which were issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of May 11, 2001, among Structured Asset
Securities Corporation as Depositor, First Union National Bank as Master
Servicer, ORIX Real Estate Capital Markets, LLC 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 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 sale 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 Certificate Owner desiring to effect such transfer has
received (A) a certificate from such Certificate Owner's prospective transferee
substantially in the form attached either as Exhibit F-2C or as Exhibit F-2D to
the Pooling and Servicing Agreement or (B) an opinion of counsel to the effect
that such transfer may be made without registration under the Securities Act.



<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 EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
         SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (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 EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT 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.

         5. The Transferee understands and acknowledges that if the Transferred
Certificates are Class K Certificates, the Transferee shall not resell or
transfer the Transferred Certificates to an "accredited investor" as defined in
any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
unless the Transferred Certificates are to be delivered to such transferee in
fully registered, certificated form.

                               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 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 purchasing 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 $__________________2
     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.

         ___      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


2 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>

                  financial statements, a copy of which is attached hereto, as
                  of a date not more than 16 months preceding the date of sale
                  of the Transferred Certificates in the case of a U.S. savings
                  and loan association, and not more than 18 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


                                     F-2C-4
<PAGE>

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 the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

                  ----     -----
                  Yes      No               Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is 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 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-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 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 purchasing 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 terms "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


                                     F-2C-6
<PAGE>

basis 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
                  Yes      No               the Transferred Certificates only
                                            for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is 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.



                                     F-2C-7
<PAGE>


         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.

                            ------------------------------------
                            Print Name of Transferee or Adviser

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


                            IF AN ADVISER:


                            Print Name of Transferee

                            Date:
                                 ----------------------------------------------



                                     F-2C-8
<PAGE>

                                  EXHIBIT F-2D

                        FORM II OF TRANSFEREE CERTIFICATE

      FOR TRANSFERS OF INTERESTS IN BOOK-ENTRY NON-REGISTERED CERTIFICATES

                                                              ____________, 20__

[TRANSFEROR]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of May 24, 2001 (the "Closing
                  Date") of $__________] [representing a ___% Percentage
                  Interest in the related Class]

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"),
which were issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of May 11, 2001, among Structured Asset
Securities Corporation as Depositor, First Union National Bank as Master
Servicer, ORIX Real Estate Capital Markets, LLC 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 and agrees with you,
and for the benefit of the Depositor, that:

         1. The Transferee is acquiring the Transferor's beneficial ownership
interest in 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 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 Certificate Owner desiring to effect such transfer has
received (A) a certificate from such Certificate Owner's prospective transferee
substantially in the form attached either as Exhibit F-2C or as Exhibit F-2D to
the Pooling and Servicing Agreement or (B) an opinion of counsel to the effect
that such transfer may be made without registration under the Securities Act.

         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


                                     F-2C-9
<PAGE>

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 EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
         SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (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 EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT 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, 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) 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 nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates 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 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.

         5. 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


                                     F-2D-2
<PAGE>

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.

                                     Very truly yours,

                                     ------------------------------------
                                     (Transferee)


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




                                     F-2D-3
<PAGE>

                                  EXHIBIT F-2E

                      FORM OF REGULATION S CERTIFICATE FOR

          ACQUISITIONS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]



         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2, Class __.

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 Participant in Class __
Certificates having an initial [Certificate Principal Balance] [Certificate
Notional Amount] of $___________ (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 May 11, 2001, among Structured Asset Securities Corporation as
Depositor, First Union National Bank as Master Servicer, ORIX Real Estate
Capital Markets, LLC 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 an 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


                                     F-2D-4
<PAGE>

by a United States Securities Person principally for the purpose of investing in
securities not registered under the Securities Act (as defined below), 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; 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
organization, 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:  __________, 20__


                                     By:_______________________________________
                                     As, or as agent for, the beneficial
                                     owner(s) of the Certificates to which this
                                     certificate relates.



                                     F-2E-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
Chicago, Illinois  60603

Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2 (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 as of May 24, 2001 (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 (the "Pooling and
Servicing Agreement"), dated as of May 11, 2001, among Structured Asset
Securities Corporation as depositor, First Union National Bank as master
servicer, ORIX Real Estate Capital Markets, LLC 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, under 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 either Rating Agency 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 Depositor, any of the Mortgage Loan Seller, the Master
         Servicer, the Special Servicer, any Sub-Servicer or any Mortgagor with
         respect to


<PAGE>

         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 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2, (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 as of May 24, 2001 (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 May 11, 2001
(the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation, as depositor, First Union National Bank as master servicer, ORIX
Real Estate Capital Markets, LLC 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
         Section 4975(a) and (b) of the Code, under 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 either Rating Agency 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 of the Mortgage
         Loan Sellers, 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


                                     G-1-3
<PAGE>

         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
                        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 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2 (the "Certificates")
                  issued pursuant to the Pooling and Servicing Agreement (the
                  "Pooling and Servicing Agreement"), dated as of May 11, 2001,
                  among Structured Asset Securities Corporation as Depositor,
                  First Union National Bank as Master Servicer, ORIX Real Estate
                  Capital Markets, LLC as Special Servicer, LaSalle Bank
                  National Association as Trustee and ABN AMRO Bank N.V. as
                  Fiscal Agent.

STATE OF NEW YORK)
                   )       ss.: ____________________
COUNTY OF NEW YORK)

                  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, and Class R-III
Certificates representing 48.6420% of the residual interest in each of the real
estate mortgage investment conduits (each, a "REMIC") designated as "REMIC I",
"REMIC II" and "REMIC III", respectively, relating to the Certificates for which
an election is to be made under Section 860D of the Internal Revenue Code of
1986 (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 and
Class R-III 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

<PAGE>

governmental unit. The terms "United States" and "international organization"
shall have the meanings set forth in Section 7701 of the Code.

         4. 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 or Class R-III Certificates to a Disqualified
Organization.

         5. No purpose of the acquisition of the Class R-I, Class R-II and Class
R-III Certificates is to impede the assessment or collection of tax.

         6. [Check the statement that applies]

o        If the Transferor requires the safe harbor under Revenue Procedure
         2001-12, I.R.B. 2001-2 (December 8, 2000) to apply:

                  a) In accordance with Revenue Procedure 2001-12, I.R.B. 2001-2
(December 8, 2000), the Purchaser (i) is an "eligible corporation" as defined in
Section 860L(a)(2) of the Code, as to which the income of Class R-1, Class R-II
and Class R-III 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 860L(g) of the Code) 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 Revenue Procedure 2001-12;

                  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 and
Class R-III 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 "applicable federal rate" prescribed by Section
1274 of the Code as of the date hereof (with all applicable computations done in
accordance with Revenue Procedure 2001-12) 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.

o If the Transferor does not require the safe harbor under Revenue Procedure
  2001-12 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:



                                     H-1-2
<PAGE>

                           (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 or Class R-III 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 or Class R-III Certificate;

                           (c) intends to pay the taxes associated with holding
                  a Class R-I, Class R-II or Class R-III Certificate; and

                           (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)

                  7. 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
and Class R-III Certificates as they become due.

                  8. The Purchaser understands that it may incur tax liabilities
with respect to the Class R-I, Class R-II and Class R-III Certificates in excess
of any cash flows generated by such Certificates.

                  9. The Purchaser will not transfer the Class R-I, Class R-II
or Class R-III 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, 5 or 7 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).

                  10. 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 and Class R-III Certificates to a
Disqualified Organization, an agent thereof or a person that does not satisfy
the requirements of paragraphs 5 and 7.

                  11. The Purchaser consents to the designation of the Trustee
as the agent of the Tax Matters Person of REMIC I, REMIC II and REMIC III
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.



                                     H-1-3
<PAGE>

                  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 respective free acts and deeds 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
Chicago, Illinois  60603

Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2 (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] 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 May 11, 2001 (the "Pooling
and Servicing Agreement"), among Structured Asset Securities Corporation, as
depositor, First Union National Bank as master servicer, ORIX Real Estate
Capital Markets, LLC 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.



<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 Code) as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and,
as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due in the future. The Transferor understands that the
transfer of the Residual Interest Certificates may not be respected for United
States income tax purposes (and the Transferor may continue to be liable for
United States income taxes associated therewith) unless the Transferor has
conducted such an investigation.

                                     Very truly yours,

                                     ------------------------------------
                                     (Transferee)

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



                                     H-2-2
<PAGE>

                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                     [Date]

Moody's Investors Service, Inc.
99 Church Street, 6th Floor
New York, New York  10007
Attention:  Commercial Mortgage Surveillance

Fitch Inc.
One State Street Plaza, 28th Floor
New York, New York  10007
Attention:  CMBS Surveillance Manager

Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement, dated as of May 11, 2001 and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2001-C2 (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.


<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:


MOODY'S INVESTORS SERVICE, INC.


By:  ________________________________
Name:
Title:
Date:


FITCH, INC.


By:  ________________________________
Name:
Title:
Date:




                                     I-1-2
<PAGE>


                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[FISCAL AGENT]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2

Ladies and Gentlemen:

         Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated
as of May 11, 2001, relating to LB-UBS Commercial Mortgage Trust 2001-C2,
Commercial Mortgage Pass-Through Certificates, Series 2001-C2 (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 3.23 of the Agreement, with the following corrections with respect to
type of entity and jurisdiction of organization: ____________________.




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

<PAGE>

                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT


<PAGE>

                                                         SCHEDULE 1 TO EXHIBIT J

                  This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation 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 Debtor's
LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of May 11, 2001 (the "Pooling and Servicing Agreement"),
among the Debtor as depositor, the Secured Party as trustee, First Union
National Bank as master servicer, ORIX Real Estate Capital Markets, LLC as
special servicer and ABN AMRO Bank N.V. as fiscal agent relating to the issuance
of the Debtor's LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
Pass-Through Certificates, Series 2001-C2. 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 Accounts 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 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;

         (4) all REO Property acquired in respect of defaulted Mortgage Loans;

         (5) (a) the REO Accounts 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 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;

         (6) any and all general intangibles (as defined in the Uniform
Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

         (7) any and all income, payments, proceeds and products of any of the
foregoing.


                                      J-3
<PAGE>

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 2001-C2 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-4
<PAGE>


                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN

                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE

Legg Mason Real Estate Services, Inc.
L.J. Melody & Company
Laureate Capital Corp.
KeyCorp Real Estate Capital Markets, Inc.
Northland / Marquette Capital Group, Inc.




<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
Chicago, Illinois  60603
Attention:      Asset-Backed Securities Trust Services
                Group-LB-UBS Commercial Mortgage Trust 2001-C2]

[First Union National Bank
NC 1075
8739 Research Drive, URP-4
Charlotte, North Carolina  28288-1075
Attention:      LB-UBS Commercial Mortgage Trust 2001-C2]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2

         In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of May 11, 2001 (the "Pooling and Servicing Agreement"),
among Structured Asset Securities Corporation, as depositor (the "Depositor"),
First Union National Bank as master servicer, ORIX Real Estate Capital Markets
LLC 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 2001-C2, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2 (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

<PAGE>

                  "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.

         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 Certificate pursuant to
                  Section 5 of the Securities Act.


                                     L-1-2
<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.

                                      [BENEFICIAL OWNER OF A CERTIFICATE]
                                      [REGISTERED HOLDER OF A CERTIFICATE]


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


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



                                     L-1-3
<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
Chicago, Illinois  60603

Attention:      Asset-Backed Securities Trust Services
                Group-LB-UBS Commercial Mortgage Trust 2001-C2

         Re:      LB-UBS Commercial Mortgage Trust 2001-C2, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C2

         In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of May 11, 2001 (the "Pooling and Servicing Agreement"),
among Structured Asset Securities Corporation as depositor (the "Depositor"),
First Union National Bank as master servicer, ORIX Real Estate Capital Markets
LLC 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 2001-C2, Commercial Mortgage Pass-Through
Certificates, Series 2001-C2 (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 Internet Website.

         3.       In consideration of the Trustee's disclosure to the
                  undersigned of the Information, the undersigned will keep the
                  Information confidential (except from such outside person 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, 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.

         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 Certificate pursuant to
                  Section 5 of the Securities Act.


<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.

                                       [PROSPECTIVE PURCHASER OF A CERTIFICATE]


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


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



                                     L-2-2