<PAGE>


================================================================================
                                                                  EXECUTION COPY



                    STRUCTURED ASSET SECURITIES CORPORATION,
                                  as Depositor


                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
          (known prior to April 1, 2002 as First Union National Bank),
                               as Master Servicer

                                       and


                             LENNAR PARTNERS, INC.,
                               as Special Servicer


                                       and


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


                                       and


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


                         POOLING AND SERVICING AGREEMENT



                           Dated as of March 11, 2002

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


                                 $1,242,867,924


                    LB-UBS Commercial Mortgage Trust 2002-C1


                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2002-C1

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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
                                                 ARTICLE I

                               DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

<S>              <C>                                                                                           <C>
SECTION 1.01.     Defined Terms..................................................................................8
SECTION 1.02.     General Interpretive Principles...............................................................80

                                                ARTICLE II

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

SECTION 2.01.     Creation of Trust; Conveyance of Mortgage Loans...............................................81
SECTION 2.02.     Acceptance of Trust Fund by Trustee...........................................................83
SECTION 2.03.     Repurchase of Mortgage Loans for Document Defects and Breaches of Representations and
                    Warranties..................................................................................85
SECTION 2.04.     Representations, Warranties and Covenants of the Depositor....................................87
SECTION 2.05.     Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V Certificates..........103
SECTION 2.06.     Execution, Authentication and Delivery of Class R-I Certificates; Creation of REMIC I
                    Regular Interests..........................................................................104
SECTION 2.07.     Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee...................104
SECTION 2.08.     Execution, Authentication and Delivery of Class R-II Certificates; Creation of REMIC
                    II Regular Interests.......................................................................104
SECTION 2.09.     Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee.................104
SECTION 2.10.     Execution, Authentication and Delivery of REMIC III Certificates.............................105

                                                ARTICLE III

                              ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.     Administration of the Loans..................................................................106
SECTION 3.02.     Collection of Loan Payments..................................................................108
SECTION 3.03.     Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve
                    Accounts...................................................................................110
SECTION 3.04.     Pool Custodial Account, Defeasance Deposit Account, Collection Account and Interest
                    Reserve Account............................................................................112
SECTION 3.04A.    Loan Pair Custodial Accounts.................................................................115
SECTION 3.05.     Permitted Withdrawals From the Pool Custodial Account, the Collection Account and the
                    Interest Reserve Account...................................................................117
</TABLE>


                                                        -i-
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<S>              <C>                                                                                           <C>
SECTION 3.05A.    Permitted Withdrawals From the Loan Pair Custodial Accounts..................................122
SECTION 3.06.     Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Defeasance
                    Deposit Account, the Custodial Accounts and the REO Accounts...............................125
SECTION 3.07.     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage;
                    Environmental Insurance....................................................................127
SECTION 3.08.     Enforcement of Alienation Clauses............................................................131
SECTION 3.09.     Realization Upon Defaulted Loans; Required Appraisals; Appraisal Reduction Calculation.......133
SECTION 3.10.     Trustee and Custodian to Cooperate; Release of Mortgage Files................................138
SECTION 3.11.     Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing
                    Advances...................................................................................139
SECTION 3.12.     Property Inspections; Collection of Financial Statements; Delivery of Certain Reports........144
SECTION 3.12A.    Delivery of Certain Reports to the Companion Loan Noteholders................................147
SECTION 3.12B.    Statements to the Companion Loan Noteholders.................................................148
SECTION 3.13.     Annual Statement as to Compliance............................................................149
SECTION 3.14.     Reports by Independent Public Accountants....................................................149
SECTION 3.15.     Access to Certain Information................................................................150
SECTION 3.16.     Title to REO Property; REO Accounts..........................................................151
SECTION 3.17.     Management of REO Property...................................................................152
SECTION 3.17A.    Management and Disposition of the Fashion Valley Mall Mortgaged Property and the 400
                    Atlantic Street Mortgaged Property After Becoming REO Property.............................155
SECTION 3.18.     Sale of Mortgage Loans and REO Properties....................................................159
SECTION 3.19.     Additional Obligations of the Master Servicer; Obligations to Notify Ground Lessors;
                    the Special Servicer's Right to Request the Master Servicer to Make Servicing
                    Advances...................................................................................163
SECTION 3.20.     Modifications, Waivers, Amendments and Consents; Defeasance..................................164
SECTION 3.21.     Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping...........170
SECTION 3.22.     Sub-Servicing Agreements.....................................................................171
SECTION 3.23.     Representations and Warranties of the Master Servicer........................................174
SECTION 3.24.     Representations and Warranties of the Special Servicer.......................................175
SECTION 3.25.     Certain Matters Regarding the Purchase of the Fashion Valley Mall Mortgage Loan and
                    the 400 Atlantic Street Mortgage Loan......................................................177
SECTION 3.26.     Application of Default Charges...............................................................177

                                               ARTICLE IV

                        PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.     Distributions................................................................................180
SECTION 4.02.     Statements to Certificateholders; CMSA Loan Periodic Update File.............................194
SECTION 4.03.     P&I Advances.................................................................................198
</TABLE>

                                                        -ii-
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<S>              <C>                                                                                           <C>
SECTION 4.03A.    P&I Advances on the Fashion Valley Mall Loan Pair............................................201
SECTION 4.03B.    P&I Advances on the 400 Atlantic Street Loan Pair............................................204
SECTION 4.04.     Allocation of Realized Losses and Additional Trust Fund Expenses.............................207
SECTION 4.05.     Calculations.................................................................................208
SECTION 4.06.     Use of Agents................................................................................209

                                                 ARTICLE V

                                             THE CERTIFICATES

SECTION 5.01.     The Certificates.............................................................................210
SECTION 5.02.     Registration of Transfer and Exchange of Certificates........................................210
SECTION 5.03.     Book-Entry Certificates......................................................................218
SECTION 5.04.     Mutilated, Destroyed, Lost or Stolen Certificates............................................219
SECTION 5.05.     Persons Deemed Owners........................................................................220

                                                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.................................221
SECTION 6.02.     Merger, Consolidation or Conversion of Depositor, Master Servicer or Special Servicer........221
SECTION 6.03.     Limitation on Liability of Depositor, Master Servicer and Special Servicer...................221
SECTION 6.04.     Resignation of Master Servicer and the Special Servicer......................................222
SECTION 6.05.     Rights of Depositor, Trustee and the Companion Loan Noteholders in Respect of the
                    Master Servicer and the Special Servicer...................................................223
SECTION 6.06.     Depositor, Master Servicer and Special Servicer to Cooperate with Trustee....................224
SECTION 6.07.     Depositor, Special Servicer and Trustee to Cooperate with Master Servicer....................224
SECTION 6.08.     Depositor, Master Servicer and Trustee to Cooperate with Special Servicer....................224
SECTION 6.09.     Designation of Special Servicer and Controlling Class Representative by the
                    Controlling Class..........................................................................224
SECTION 6.10.     Master Servicer or Special Servicer as Owner of a Certificate................................225
SECTION 6.11.     Certain Powers of the Controlling Class Representative.......................................226
SECTION 6.11A.    Certain Powers of the Fashion Valley Mall Companion Loan Noteholder..........................230
SECTION 6.11B     Certain Powers of the 400 Atlantic Street Companion Loan Noteholder..........................232
</TABLE>

                                                       -iii-
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<S>              <C>                                                                                           <C>
                                                ARTICLE VII

                                                  DEFAULT

SECTION 7.01.     Events of Default............................................................................235
SECTION 7.02.     Trustee to Act; Appointment of Successor.....................................................240
SECTION 7.03.     Notification to Certificateholders...........................................................241
SECTION 7.04.     Waiver of Events of Default..................................................................241
SECTION 7.05.     Additional Remedies of Trustee Upon Event of Default.........................................242


                                               ARTICLE VIII

                                          CONCERNING THE TRUSTEE

SECTION 8.01.     Duties of Trustee............................................................................243
SECTION 8.02.     Certain Matters Affecting Trustee............................................................244
SECTION 8.03.     Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or
                    Loans......................................................................................245
SECTION 8.04.     Trustee and Fiscal Agent May Own Certificates................................................245
SECTION 8.05.     Fees and Expenses of Trustee; Indemnification of and by Trustee..............................245
SECTION 8.06.     Eligibility Requirements for Trustee.........................................................246
SECTION 8.07.     Resignation and Removal of Trustee...........................................................247
SECTION 8.08.     Successor Trustee............................................................................248
SECTION 8.09.     Merger or Consolidation of Trustee and Fiscal Agent..........................................249
SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee................................................249
SECTION 8.11.     Appointment of Custodians....................................................................250
SECTION 8.12.     Appointment of Authenticating Agents.........................................................250
SECTION 8.13.     Appointment of Tax Administrators............................................................251
SECTION 8.14.     Access to Certain Information................................................................252
SECTION 8.15.     Reports to the Securities and Exchange Commission and Related Reports........................254
SECTION 8.16.     Representations and Warranties of Trustee....................................................256
SECTION 8.17.     The Fiscal Agent.............................................................................257
SECTION 8.18.     Representations and Warranties of Fiscal Agent...............................................258


                                                ARTICLE IX

                                                TERMINATION

SECTION 9.01.     Termination Upon Repurchase or Liquidation of All Mortgage Loans.............................260
SECTION 9.02.     Additional Termination Requirements..........................................................268
SECTION 9.03.     Westfield Portfolio Mortgage Loan............................................................268
</TABLE>

                                                       -iv-
<PAGE>


<TABLE>
<CAPTION>
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<S>              <C>                                                                                           <C>
                                                 ARTICLE X

                                         ADDITIONAL TAX PROVISIONS

SECTION 10.01.    REMIC Administration.........................................................................269
SECTION 10.02.    Grantor Trust Administration.................................................................272

                                                ARTICLE XI

                                         MISCELLANEOUS PROVISIONS

SECTION 11.01.    Amendment....................................................................................274
SECTION 11.02.    Recordation of Agreement; Counterparts.......................................................276
SECTION 11.03.    Limitation on Rights of Certificateholders and Companion Loan Noteholders....................276
SECTION 11.04.    Governing Law................................................................................277
SECTION 11.05.    Notices......................................................................................277
SECTION 11.06.    Severability of Provisions...................................................................278
SECTION 11.07.    Grant of a Security Interest.................................................................278
SECTION 11.08.    Streit Act...................................................................................278
SECTION 11.09.    Successors and Assigns; Beneficiaries........................................................279
SECTION 11.10.    Article and Section Headings.................................................................279
SECTION 11.11.    Notices to Rating Agencies...................................................................279
SECTION 11.12.    Global Opinions..............................................................................280
SECTION 11.13.    Complete Agreement...........................................................................281
</TABLE>


                                                        -v-
<PAGE>


                             SCHEDULES AND EXHIBITS

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

Exhibit No.    Exhibit Description

A-1            Form of Class [A-1] [A-2] [A-3] [A-4] Certificate
A-2            Form of Class [X-CL] [X-CP] Certificate
A-3            Form of Class [B] [C] [D] [E] [F] Certificate
A-4            Form of Class [G] [H] [J] [K] [L] [M] Certificate
A-5            Form of Class [N] [P] [Q] [S] [T] Certificate
A-6            Form of Class [R-I] [R-II] [R-III] Certificate
               A-7 Form of Class V Certificate
 B             Form of Distribution Date Statement
 C             Form of Custodial Certification
D-1            Form of Master Servicer Request for Release
D-2            Form of Special Servicer Request for Release
 E             Form of Loan Payoff Notification Report
F-1            Form of Transferor Certificate for Transfers of Definitive
               Non-Registered Certificates
F-2A           Form I of Transferee Certificate for Transfers of Definitive
               Non-Registered Certificates
F-2B           Form II of Transferee Certificate for Transfers of Definitive
               Non-Registered Certificates
F-2C           Form of Transferee Certificate for Transfers of Interests in Rule
               144A Global Certificates
F-2D           Form of Transferee Certificate for Transfers of Interests in
               Regulation S Global Certificates
G-1            Form I of Transferee Certificate in Connection with ERISA
               (Definitive Non-Registered Certificates)
G-2            Form II of Transferee Certificate in Connection with ERISA
               (Book-Entry Non-Registered Certificates)
               H-1 Form of Transfer Affidavit and Agreement regarding Residual
               Interest Certificates
H-2            Form of Transferor Certificate regarding Residual Interest
               Certificates
               I-1 Form of Notice and Acknowledgment
               I-2 Form of Acknowledgment of Proposed Special Servicer
 J             Form of UCC-1 Financing Statement Schedule
 K             Sub-Servicers in respect of which Sub-Servicing Agreements are in
               effect or being negotiated as of the Closing Date
L-1            Form of Information Request/Investor Certification for Website
               Access from Certificate Owner
L-2            Form of Information Request/Investor Certification for Website
               Access from Prospective Investor
 M             Form of Defeasance Certification

                                      -vi-
<PAGE>


         This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of March 11, 2002, among STRUCTURED ASSET SECURITIES CORPORATION,
as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION (known prior to April 1, 2002
as First Union National Bank), as Master Servicer, LENNAR PARTNERS, INC., as
Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee, and ABN AMRO
BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Mortgage Loans (exclusive of any collections of
Additional Interest on the ARD Mortgage Loans after their respective Anticipated
Repayment Dates) and certain other related assets subject to this Agreement as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC I". The Class R-I Certificates will represent the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
under federal income tax law. A separate REMIC I Regular Interest will, on the
Closing Date, be issued with respect to, and will thereafter relate to, each
Mortgage Loan in REMIC I (other than the Fashion Valley Mall Mortgage Loan, the
400 Atlantic Street Mortgage Loan and the Westfield Portfolio Mortgage Loan),
and each such REMIC I Regular Interest shall bear a numeric designation that is
the same as the Mortgage Loan number for the related Mortgage Loan set forth on
the Mortgage Loan Schedule; two separate REMIC I Regular Interests will, on the
Closing Date, be issued with respect to, and will thereafter relate to, the
Fashion Valley Mall Mortgage Loan, and such REMIC I Regular Interests will bear
the alphanumeric designations "FVM-1" and "FVM-2", respectively; two separate
REMIC I Regular Interests will, on the Closing Date, be issued with respect to,
and will thereafter relate to, the 400 Atlantic Street Mortgage Loan, and such
REMIC I Regular Interests will bear the alphanumeric designations "400AS-1" and
"400AS-2", respectively; and four separate REMIC I Regular Interests will, on
the Closing Date, be issued with respect to, and will thereafter relate to, the
Westfield Portfolio Mortgage Loan, and such REMIC I Regular Interests will bear
the alphanumeric designations "WP-1", "WP-2", "WP-3" and "WP-4", respectively.
Each of the Fashion Valley Mall Mortgage Loan, the 400 Atlantic Street Mortgage
Loan and the Westfield Portfolio Mortgage Loan consist of multiple Loan
Components; and, in the case of each such Mortgage Loan, each of the related
REMIC I Regular Interests corresponds to a separate Loan Component of such
Mortgage Loan. With respect to the Fashion Valley Mall Mortgage Loan, REMIC I
Regular Interest FVM-1 will relate to that portion of the Fashion Valley Mall
Mortgage Loan that consists of and is defined as "Component A-1" in the related
Mortgage Note, and REMIC I Regular Interest FVM-2 will relate to that portion of
the Fashion Valley Mall Mortgage Loan that consists of and is defined as
"Component A-2" in the related Mortgage Note; with respect to the 400 Atlantic
Street Mortgage Loan, REMIC I Regular Interest 400AS-1 will relate to that
portion of the 400 Atlantic Street Mortgage Loan that consists of and is defined
as "Component A-1" in the related Mortgage Note, and REMIC I Regular Interest
400AS-2 will relate to that portion of the 400 Atlantic Street Mortgage Loan
that consists of and is defined as "Component A-2" in the related Mortgage Note;
and, with respect to the Westfield Portfolio Mortgage Loan, REMIC I Regular
Interest WP-1 will relate to that portion of the Westfield Portfolio Mortgage
Loan that consists of and is defined as "Component B-1" in the related Mortgage
Note, REMIC I Regular Interest WP-2 will relate to that portion of the Westfield
Portfolio Mortgage Loan that consists of and is defined as "Component B-2" in
the related Mortgage Note, REMIC I

<PAGE>

Regular Interest WP-3 will relate to that portion of the Westfield Portfolio
Mortgage Loan that consists of and is defined as "Component B-3" in the related
Mortgage Note, and REMIC I Regular Interest WP-4 will relate to that portion of
the Westfield Portfolio Mortgage Loan that consists of and is defined as
"Component B-4" in the related Mortgage Note. Each REMIC I Regular Interest will
(i) accrue interest at a per annum rate described in the definition of "REMIC I
Remittance Rate", and (ii) have an initial Uncertificated Principal Balance
equal to: $165,617,471, in the case of REMIC I Regular Interest FVM-1;
$4,382,529, in the case of REMIC I Regular Interest FVM-2; $52,207,913, in the
case of REMIC I Regular Interest 400AS-1; $34,792,087, in the case of REMIC I
Regular Interest 400AS-2; $5,250,000, in the case of REMIC I Regular Interest
WP-1; $8,450,000, in the case of REMIC I Regular Interest WP-2; $3,600,000, in
the case of REMIC I Regular Interest WP-3; $12,766,418, in the case of REMIC I
Regular Interest WP-4; and the Cut-off Date Balance of the related Mortgage
Loan, in the case of each other REMIC I Regular Interest. The Legal Final
Distribution Date of each of the REMIC I Regular Interests is the Distribution
Date immediately following the third anniversary of the end of the remaining
amortization term (as determined as of the Closing Date) of the related Mortgage
Loan. None of the REMIC I Regular Interests will be certificated.


                                      -2-
<PAGE>



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


                                                            Initial
                                 REMIC II                Uncertificated
   Designation               Remittance Rate           Principal Balance
   -----------               ---------------           -----------------
       A-1                     Variable (1)            $    120,000,000
      A-2-1                    Variable (1)            $     74,737,812
      A-2-2                    Variable (1)            $     54,220,560
      A-2-3                    Variable (1)            $     47,041,628
      A-3-1                    Variable (1)            $     98,375,542
      A-3-2                    Variable (1)            $     55,794,890
      A-3-3                    Variable (1)            $     87,829,568
      A-4-1                    Variable (1)            $     42,353,030
      A-4-2                    Variable (1)            $    415,493,970
        B                      Variable (1)            $     48,162,000
        C                      Variable (1)            $     18,643,000
        D                      Variable (1)            $     10,875,000
        E                      Variable (1)            $     18,643,000
       F-1                     Variable (1)            $      6,245,218
       F-2                     Variable (1)            $      3,611,782
       F-3                     Variable (1)            $     15,000,000
       G-1                     Variable (1)            $     10,554,801
       G-2                     Variable (1)            $      9,642,199
       H-1                     Variable (1)            $     12,856,327
       H-2                     Variable (1)            $      5,786,673
       J-1                     Variable (1)            $      9,381,300
       J-2                     Variable (1)            $      7,707,700
        K                      Variable (1)            $     12,429,000
        L                      Variable (1)            $     13,982,000
        M                      Variable (1)            $      6,214,000
        N                      Variable (1)            $      6,215,000
        P                      Variable (1)            $      6,214,000
        Q                      Variable (1)            $      4,661,000
        S                      Variable (1)            $      3,107,000
        T                      Variable (1)            $     17,089,924

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

                                      -3-
<PAGE>

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will evidence the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the Class
designation, Pass-Through Rate and original Class Principal Balance for each
Class of the Regular Interest Certificates. For federal income tax purposes,
each Class of the Regular Interest Certificates (exclusive of the Class X-CL and
Class X-CP Certificates), each of the 30 REMIC III Components of the Class X-CL
Certificates and each of the 19 REMIC III Components of the Class X-CP
Certificates will be designated as a separate "regular interest" in REMIC III.
The Legal Final Distribution Date for each Class of Regular Interest
Certificates (exclusive of the Class X-CL and Class X-CP Certificates), for each
of the 30 REMIC III Components of the Class X-CL Certificates and for each of
the 19 REMIC III Components of the Class X-CP Certificates is the latest Rated
Final Distribution Date.






                                      -4-
<PAGE>

   Class                                                Original Class
Designation             Pass-Through Rate             Principal Balance
-----------             -----------------             -----------------
 Class A-1             5.401% per annum                $    120,000,000
 Class A-2             5.969% per annum                $    176,000,000
 Class A-3             6.226% per annum                $    242,000,000
 Class A-4             6.462% per annum (1)            $    457,847,000
  Class B              6.575% per annum (1)            $     48,162,000
  Class C              6.653% per annum (1)            $     18,643,000
  Class D              6.683% per annum (1)            $     10,875,000
  Class E              6.692% per annum (1)            $     18,643,000
  Class F              6.741% per annum (1)            $     24,857,000
  Class G              6.950% per annum (1)            $     20,197,000
  Class H              6.950% per annum (1)            $     18,643,000
  Class J              6.950% per annum (1)            $     17,089,000
  Class K              6.428% per annum (1)            $     12,429,000
  Class L              6.428% per annum (1)            $     13,982,000
  Class M              6.428% per annum (1)            $      6,214,000
  Class N              6.428% per annum (1)            $      6,215,000
  Class P              6.428% per annum (1)            $      6,214,000
  Class Q              6.428% per annum (1)            $      4,661,000
  Class S              6.428% per annum (1)            $      3,107,000
  Class T              6.428% per annum (1)            $     17,089,924
 Class X-CL                   Variable (2)                   (3)
 Class X-CP                   Variable (2)                   (4)

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

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

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

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

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

                                      -5-
<PAGE>

         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 $1,242,867,925. 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-CL and Class X-CP
Certificates) will, in each case, be $1,242,867,924.

         There exist two mortgage loans, the first in the unpaid principal
amount of $29,123,706 (the "Fashion Valley Mall Companion Loan") and the second
in the unpaid principal amount of $29,779,310 (the "400 Atlantic Street
Companion Loan") that are not part of the Trust Fund, but that are each secured
by the same Mortgage as Mortgage Loan that is part of the Trust Fund. The
Mortgage Loan that is identified herein as the "Fashion Valley Mall Mortgage
Loan" is secured by the same Mortgage on the same Mortgaged Property as the
Fashion Valley Mall Companion Loan, and the Mortgage Loan that is identified
herein as the "400 Atlantic Street Mortgage Loan" is secured by the same
Mortgage on the same Mortgaged Property as the 400 Atlantic Street Companion
Loan.

         The Fashion Valley Mall Companion Loan will be held as of the Closing
Date by LaSalle Bank National Association, in its capacity as trustee for the
registered holders of the Fashion Valley Mall Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2002-C1A (in such capacity, the
"Fashion Valley Mall Trustee"); the 400 Atlantic Street Companion Loan will be
held as of the Closing Date by LaSalle Bank National Association, in its
capacity as trustee for the registered holders of the 400 Atlantic Street
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-C1A
(in such capacity, the "400 Atlantic Street Trustee").

         As and to the extent provided herein, the Fashion Valley Mall Companion
Loan and the 400 Atlantic Street Companion Loan will be serviced and
administered in accordance with this Agreement.

         There exists one Mortgage Loan, in the unpaid principal amount of
$30,066,418 (the "Westfield Portfolio Mortgage Loan"), which is the subordinate
loan in an A/B loan structure, and is secured by the same Mortgage that also
secures the senior mortgage loan in that A/B loan structure (the "Westfield
Portfolio Non-Trust Loan" and, together with the Westfield Portfolio Mortgage
Loan, the "Westfield Portfolio Loan Pair"). The Westfield Portfolio Non-Trust
Loan is not part of the Trust Fund but is included in another securitization
(the "Westfield Portfolio Other Securitization") and, together with other
multifamily and commercial mortgage loans, backs the LB-UBS Commercial Mortgage
Trust 2000-C3, Commercial Mortgage Trust Pass-Through Certificates, Series
2000-C3. The relative rights of the holder of the Westfield Portfolio Mortgage
Loan and the holder of the Westfield Portfolio Non-Trust Loan are set forth in
the Co-Lender and Servicing Agreement dated as of May 15, 2000 (the "Westfield
Portfolio Co-Lender and Servicing Agreement"), among the holder of the mortgage
note for the Westfield Portfolio Mortgage Loan, the holder of the mortgage note
for the Westfield Portfolio Non-Trust Loan, Wachovia Bank, National Association
(known prior to April 1, 2002 as First Union National Bank) as master servicer
and LaSalle Bank National Association as custodian. Pursuant to the Westfield
Portfolio Co-Lender and Servicing Agreement, the Westfield Portfolio Loan Pair
is to be serviced and administered in accordance with the Pooling and Servicing
Agreement dated as of May 11, 2000 (the

                                      -6-
<PAGE>

"Westfield Portfolio Pooling and Servicing Agreement"), among Structured Asset
Securities Corporation as depositor, Wachovia Bank, National Association (known
prior to April 1, 2002 as First Union National Bank) as master servicer, Lennar
Partners, Inc. as special servicer, LaSalle Bank National Association as trustee
(in such capacity, the "Westfield Portfolio Trustee") and ABN AMRO as fiscal
agent.

         As and to the extent provided herein, the Westfield Portfolio Mortgage
Loan, although part of the Trust Fund, will be serviced and administered in
accordance with the Westfield Portfolio Pooling and Servicing Agreement, by the
Westfield Portfolio Master Servicer and the Westfield Portfolio Special
Servicer.

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

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







                                      -7-
<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.

         "400 Atlantic Street Co-Lender and Servicing Agreement" shall mean the
Co-Lender and Servicing Agreement, dated as of March 11, 2002, among the 400
Atlantic Street Noteholders, Wachovia Bank, National Association (known prior to
April 1, 2002 as First Union National Bank) as master servicer, and LaSalle as
custodian.

         "400 Atlantic Street Companion Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

         "400 Atlantic Street Companion Loan Noteholder" shall mean the holder
of the Mortgage Note for the 400 Atlantic Street Companion Loan.

         "400 Atlantic Street Custodial Account" shall mean the segregated
account or accounts created and maintained by the Master Servicer pursuant to
Section 3.04B on behalf of the 400 Atlantic Street Companion Loan Noteholders,
which shall be entitled "NAME OF MASTER SERVICER], as Master Servicer, in trust
for [NAMES OF 400 ATLANTIC STREET NOTEHOLDERS], as their interests may appear".

         "400 Atlantic Street Fiscal Agent" shall mean ABN AMRO, in its capacity
as fiscal agent under that certain Trust Agreement, dated as of April 2, 2002,
among UBS Asset Securitization Corp. as depositor, LaSalle as trustee and ABN
AMRO as fiscal agent.

         "400 Atlantic Street Loan Pair" shall mean, collectively, the 400
Atlantic Street Mortgage Loan and the 400 Atlantic Street Companion Loan (and
any successor REO Loans with respect thereto).

         "400 Atlantic Street Mortgaged Property" shall mean the office property
identified on the Mortgage Loan Schedule as 400 Atlantic Street.

         "400 Atlantic Street Mortgage Loan" shall mean the Mortgage Loan
identified on the Mortgage Loan Schedule by mortgage loan number 2, which
Mortgage Loan is, together with the 400 Atlantic Street Companion Loan, secured
by a Mortgage on the 400 Atlantic Street Mortgaged Property.

         "400 Atlantic Street Noteholders" shall mean, collectively, the holder
of the Mortgage Note for the 400 Atlantic Street Mortgage Loan and the 400
Atlantic Street Companion Loan Noteholder.

                                      -8-
<PAGE>

         "400 Atlantic Street 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 400 Atlantic Street Noteholders, which shall be entitled "[NAME
OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF 400 ATLANTIC
STREET NOTEHOLDERS], as their interests may appear".

         "400 Atlantic Street REO Property" shall mean the 400 Atlantic Street
Mortgaged Property, if such Mortgaged Property becomes an REO Property
hereunder.

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

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

         "400 Atlantic Street Trustee" shall have the meaning assigned thereto
in the Preliminary Statement.

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

         "Acceptable Insurance Default" shall mean, with respect to any Mortgage
Loan, any default under the related loan documents resulting from (a) the
exclusion of acts of terrorism from coverage under the related all risk casualty
insurance policy maintained on the subject Mortgaged Property and (b) the
related Mortgagor's failure to obtain insurance that specifically covers acts of
terrorism, but only if the Master Servicer has determined, in its reasonable
judgment, that (i) such insurance is not available at commercially reasonable
rates and the subject hazards are not commonly insured against by prudent owners
of similar real properties in similar locales (but only by reference to such
insurance that has been obtained by such owners at current market rates), (ii)
such insurance is not available at any rate, or (iii) the related loan documents
do not require the Mortgagor to obtain such insurance. Subject to the Servicing
Standard, in making any of the determinations required in subclause (i) or (ii)
of this definition, the Master Servicer shall be entitled to rely on the opinion
of an insurance consultant. The Master Servicer shall make the initial
determination as to whether an insurance-related default is an Acceptable
Insurance Default, but subject to the following, the Special Servicer shall be
entitled to reject such determination. In the event the Master Servicer
determines that an insurance-related default is an Acceptable Insurance Default,
it shall forward, in writing, information regarding the basis of its
determination to the Special Servicer. The Special Servicer shall thereupon be
entitled to consult with the Master Servicer with respect to such determination
and may reasonably request that the Master Servicer provide additional
information related to such determination. If the Master Servicer has not
received, in writing, any objection or advice from the Special Servicer within
three Business Days of the Special Servicer's receipt of the Master Servicer's
determination (or within three Business Days of the receipt of the additional
information reasonably requested by the Special Servicer, if applicable), then
the Special Servicer will be deemed to have waived its right to advise or object
and the Master Servicer's decision shall become final. In the event the Special
Servicer rejects the Master Servicer's determination within the aforementioned
three-Business Day period, then such determination by the Special Servicer that
the subject insurance-related default is not an Acceptable Insurance Default
shall be final and all information regarding such determination and the basis
thereof shall be forwarded, in writing, to the Master Servicer (who may
reasonably request additional information from the Special Servicer related to
such decision). Notwithstanding the foregoing, in the event the Master Servicer

                                      -9-
<PAGE>

determines that an insurance-related default is not an Acceptable Insurance
Default, then such determination shall be final and the Special Servicer shall
not be entitled to reject such determination.

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

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

         "Acquisition Date" shall mean, with respect to any REO Property, the
first day on which such REO Property is considered to be acquired by (or, in the
case of the Westfield Portfolio Mortgaged Properties, for the benefit of) 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 with
respect thereto shall be deemed not to constitute principal or any portion
thereof and shall not be added to the unpaid principal balance or Stated
Principal Balance of such ARD Loan or any successor REO Loan with respect
thereto, notwithstanding that the terms of the related loan documents so permit.
To the extent that any Additional Interest is not paid on a current basis, it
shall, for purposes of this Agreement, be deemed to be deferred interest
(regardless of whether it is added to principal outstanding with respect to the
related ARD 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.

                                      -10-
<PAGE>

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

         "Adjusted Actual/360 Accrued Interest Amount" shall mean:

         (1) with respect to either of REMIC I Regular Interest FVM-1 and REMIC
     I Regular Interest FVM-2, respectively, for any Interest Accrual Period, an
     amount of interest equal to the product of (a) the "Applicable Interest
     Rate" (within the meaning of the related loan documents) in effect for the
     corresponding Loan Component of the related 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 (b) a fraction, the numerator of which is the number of days
     in such Interest Accrual Period, and the denominator of which is 360,
     multiplied by (c) the Uncertificated Principal Balance of such REMIC I
     Regular Interest immediately prior to the Distribution Date that
     corresponds to such Interest Accrual Period;

         (2) with respect to either of REMIC I Regular Interest 400AS-1 and
     REMIC I Regular Interest 400AS-2, respectively, for any Interest Accrual
     Period, an amount of interest equal to the product of (a) the "Interest
     Rate" (within the meaning of the related loan documents) in effect for the
     corresponding Loan Component of the related 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 (b) a fraction, the numerator of which is the number of days
     in such Interest Accrual Period, and the denominator of which is 360,
     multiplied by (c) the Uncertificated Principal Balance of such REMIC I
     Regular Interest immediately prior to the Distribution Date that
     corresponds to such Interest Accrual Period;

         (3) With respect to any of REMIC I Regular Interest WP-1, REMIC I
     Regular Interest WP-2, REMIC I Regular Interest WP-3 and REMIC I Regular
     Interest WP-4, for any Interest Accrual Period, an amount of interest equal
     to the product of (a) a rate per annum equal to the "Initial Interest Rate"
     (within the meaning of the related loan documents) in effect for the
     corresponding Loan Component of the Westfield Portfolio 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), less
     10 basis points, multiplied by (b) a fraction, the numerator of which is
     the number of days in such Interest Accrual Period, and the denominator of
     which is 360, multiplied by (c) the Uncertificated Principal Balance of
     such REMIC I Regular Interest immediately prior to the Distribution Date
     that corresponds to such Interest Accrual Period; and

         (4) with respect to any other REMIC I Regular Interest, for any
     Interest Accrual Period, an amount of interest equal to the product of (a)
     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 (b) a
     fraction, the numerator of which is the number of days in such Interest
     Accrual Period, and the denominator of which is 360, multiplied by (c) the
     Uncertificated Principal Balance of such REMIC I Regular Interest
     immediately prior to the Distribution Date that corresponds to such
     Interest Accrual Period;

                                      -11-
<PAGE>

provided that, if the subject Interest Accrual Period begins during (x) December
of 2002 or December of any year thereafter that does not immediately precede a
leap year or (y) January of 2003 or January of any year thereafter, then the
amount of interest calculated with respect to any particular REMIC I Regular
Interest pursuant to either clause (1) or clause (2), as applicable, of this
definition for such Interest Accrual Period without regard to this proviso shall
be decreased by the Interest Reserve Amount, if any, with respect to the related
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) (or, in
the case of each of REMIC I Regular Interest FVM-1, REMIC I Regular Interest
FVM-2, REMIC I Regular Interest 400AS-1, REMIC I Regular Interest 400AS-2, REMIC
I Regular Interest WP-1, REMIC I Regular Interest WP-2, REMIC I Regular Interest
WP-3 and REMIC I Regular Interest WP-4, the portion of such Interest Reserve
Amount allocable to the corresponding Loan Component of the related Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto)) transferred, in
accordance with Section 3.04(c), from the Collection Account to the Interest
Reserve Account in the calendar month in which such Interest Accrual Period
ends; and provided, further, that, if the subject Interest Accrual Period begins
during February of 2002 or February of any year thereafter, then the amount
calculated with respect to any particular REMIC I Regular Interest pursuant to
either clause (1) or clause (2) of this definition for such Interest Accrual
Period without regard to this proviso shall be increased by the Interest Reserve
Amount(s), if any, with respect to the related Mortgage Loan (or any successor
REO Mortgage Loan with respect thereto) (or, in the case of each of REMIC I
Regular Interest FVM-1, REMIC I Regular Interest FVM-2, REMIC I Regular Interest
400AS-1, REMIC I Regular Interest 400AS-2, REMIC I Regular Interest WP-1, REMIC
I Regular Interest WP-2, REMIC I Regular Interest WP-3 and REMIC I Regular
Interest WP-4, the portion of such Interest Reserve Amount(s) allocable to the
corresponding Loan Component of the related Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto)) transferred, in accordance with Section
3.05(c), from the Interest Reserve Account to the Collection Account in the
calendar month in which such Interest Accrual Period ends.

          "Adjusted REMIC II Remittance Rate" shall mean:

         (a) with respect to REMIC II Regular Interest A-1, for any Interest
     Accrual Period, 5.401% per annum;

         (b) with respect to REMIC II Regular Interest A-2-1, for any Interest
     Accrual Period, 5.969% per annum;

         (c) with respect to REMIC II Regular Interest A-2-2, (i) for any
     Interest Accrual Period from and including the March 2002 Interest Accrual
     Period through and including the March 2005 Interest Accrual Period, an
     annual rate equal to the greater of (A) 5.969% per annum and (B) the
     Reference Rate for such Interest Accrual Period, and (ii) for any Interest
     Accrual Period subsequent to the March 2005 Interest Accrual Period, 5.969%
     per annum;

         (d) with respect to REMIC II Regular Interest A-2-3, (i) for any
     Interest Accrual Period from and including the March 2002 Interest Accrual
     Period through and including the March 2006 Interest Accrual Period, an
     annual rate equal to the greater of (A) 5.969% per annum and (B) the
     Reference Rate for such Interest Accrual Period, and (ii) for any Interest
     Accrual Period subsequent to the March 2006 Interest Accrual Period, 5.969%
     per annum;

         (e) with respect to REMIC II Regular Interest A-3-1, (i) for any
     Interest Accrual Period from and including the March 2002 Interest Accrual
     Period through and including the

                                      -12-
<PAGE>

     March 2006 Interest Accrual Period, an annual rate equal to the greater of
     (A) 6.226% per annum and (B) the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the March
     2006 Interest Accrual Period, 6.226% per annum;

         (f) with respect to REMIC II Regular Interest A-3-2, (i) for any
     Interest Accrual Period from and including the March 2002 Interest Accrual
     Period through and including the March 2007 Interest Accrual Period, an
     annual rate equal to the greater of (A) 6.226% per annum and (B) the
     Reference Rate for such Interest Accrual Period, and (ii) for any Interest
     Accrual Period subsequent to the March 2007 Interest Accrual Period, 6.226%
     per annum;

         (g) with respect to REMIC II Regular Interest A-3-3, (i) for any
     Interest Accrual Period from and including the March 2002 Interest Accrual
     Period through and including the March 2008 Interest Accrual Period, an
     annual rate equal to the greater of (A) 6.226% per annum and (B) the
     Reference Rate for such Interest Accrual Period, and (ii) for any Interest
     Accrual Period subsequent to the March 2008 Interest Accrual Period, 6.226%
     per annum;

         (h) with respect to REMIC II Regular Interest A-4-1, (i) for any
     Interest Accrual Period from and including the March 2002 Interest Accrual
     Period through and including the March 2008 Interest Accrual Period, an
     annual rate (in no event in excess of the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period) equal to the greater of
     (A) 6.462% per annum and (B) the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the March
     2008 Interest Accrual Period, an annual rate equal to the lesser of (X)
     6.462% per annum and (Y) the Weighted Average REMIC I Remittance Rate for
     such Interest Accrual Period;

         (i) with respect to REMIC II Regular Interest A-4-2, (i) for any
     Interest Accrual Period from and including the March 2002 Interest Accrual
     Period through and including the March 2009 Interest Accrual Period, an
     annual rate (in no event in excess of the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period) equal to the greater of
     (A) 6.462% per annum and (B) the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the March
     2009 Interest Accrual Period, an annual rate equal to the lesser of (X)
     6.462% per annum and (Y) the Weighted Average REMIC I Remittance Rate for
     such Interest Accrual Period;

         (j) with respect to REMIC II Regular Interest B, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2009 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.575% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2009 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.575% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (k) with respect to REMIC II Regular Interest C, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2009 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.653% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest

                                      -13-
<PAGE>

     Accrual Period subsequent to the March 2009 Interest Accrual Period, an
     annual rate equal to the lesser of (X) 6.653% per annum and (Y) the
     Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

         (l) with respect to REMIC II Regular Interest D, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2009 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.683% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2009 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.683% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (m) with respect to REMIC II Regular Interest E, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2009 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.692% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2009 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.692% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (n) with respect to REMIC II Regular Interest F-1, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2007 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.741% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2007 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.741% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (o) with respect to REMIC II Regular Interest F-2, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2008 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.741% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2008 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.741% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (p) with respect to REMIC II Regular Interest F-3, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2009 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.741% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2009 Interest
     Accrual Period, an annual rate equal to the

                                      -14-
<PAGE>

     lesser of (X) 6.741% per annum and (Y) the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period;

         (q) with respect to REMIC II Regular Interest G-1, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2006 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.950% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2006 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.950% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (r) with respect to REMIC II Regular Interest G-2, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2007 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.950% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2007 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.950% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (s) with respect to REMIC II Regular Interest H-1, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2005 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.950% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2005 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.950% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (t) with respect to REMIC II Regular Interest H-2, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2006 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.950% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest Accrual Period subsequent to the March 2006 Interest
     Accrual Period, an annual rate equal to the lesser of (X) 6.950% per annum
     and (Y) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (u) with respect to REMIC II Regular Interest J-1, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.950% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (v) with respect to REMIC II Regular Interest J-2, (i) for any Interest
     Accrual Period from and including the March 2002 Interest Accrual Period
     through and including the March 2005 Interest Accrual Period, an annual
     rate (in no event in excess of the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period) equal to the greater of (A) 6.950% per
     annum and (B) the Reference Rate for such Interest Accrual Period, and (ii)
     for any Interest

                                      -15-
<PAGE>

     Accrual Period subsequent to the March 2005 Interest Accrual Period, an
     annual rate equal to the lesser of (X) 6.950% per annum and (Y) the
     Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;
     and

         (w) with respect to each of REMIC II Regular Interest K, REMIC II
     Regular Interest L, REMIC II Regular Interest M, REMIC II Regular Interest
     N, REMIC II Regular Interest P, REMIC II Regular Interest Q, REMIC II
     Regular Interest S and REMIC II Regular Interest T, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.428% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period.

         "Administered REO Property" shall mean any REO Property that is, as
contemplated by Section 3.01, to be administered by the Special Servicer
hereunder. Notwithstanding anything herein to the contrary, no Westfield
Portfolio REO Property shall constitute an Administered REO Property hereunder.

         "Administrative Cost Rate" shall mean, with respect to the Westfield
Portfolio Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), the Trustee Fee Rate; and with respect to each other Mortgage Loan (or
any successor REO Mortgage Loan with respect thereto), the rate per annum
specified as the "Administrative Cost Rate" on the Mortgage Loan Schedule,
which, for each such other 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 any class of Companion Loan Securities, as of any date of
determination, the qualification, downgrade or withdrawal of any rating then
assigned to such Class of Certificates or such class of Companion Loan
Securities 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.

                                      -16-
<PAGE>

         "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 initially as of 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 or REO Property, as the
case may be (in each case, net of any amounts escrowed with the Master Servicer
or the Special Servicer for such items); over (b) the Required Appraisal Value.
Notwithstanding the foregoing, if (i) any Mortgage Loan 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 reasonable judgment, materially affect the value of the
related Mortgaged Property, and (iii) no new Required Appraisal is obtained or
conducted, as applicable, in accordance with Section 3.09(a), within 60 days
after such Mortgage Loan 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 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
(other than the Westfield Portfolio Mortgaged Property) or Administered REO
Property, the appraised value thereof based upon the most recent appraisal or
update thereof prepared by an Independent Appraiser that is

                                      -17-
<PAGE>

contained in the related Servicing File or, in the case of any such 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 any successor REO Loan with respect
thereto) 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 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
Mortgage Loan delinquent in respect of its Balloon Payment, for each Due Date
coinciding with or following its Stated Maturity Date as of which such Mortgage
Loan remains outstanding and part of the Trust Fund (provided that such Mortgage
Loan was not paid in full, and no other Liquidation Event occurred in respect
thereof, before the end of the Collection Period in which the related Stated
Maturity Date occurs), the scheduled monthly payment of principal and/or
interest deemed to be due in respect of such Mortgage Loan on such Due Date
equal to the amount that would have been due in respect thereof on such Due Date
if such Mortgage Loan had been required to continue to accrue interest (other
than 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;
(b) with respect to any REO Loan (other than an REO Loan related to the
Westfield Portfolio Mortgage Loan), for any Due Date as of which the related REO
Property remains part of the Trust Fund, the scheduled monthly payment of
principal and/or interest deemed to be due in respect thereof on such Due Date
equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan
described in clause (a) of this definition, the Assumed Monthly Payment) that
was due (or deemed due) in respect of the related Loan on the last Due Date
prior to its becoming an REO Loan; and (c) with respect to the Westfield
Portfolio Mortgage Loan, the term "Assumed Monthly Payment" shall have the
meaning assigned thereto in the Westfield Portfolio Servicing Agreement.

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

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

         "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without duplication, of (i)
the aggregate amount of all payments and other collections on or with respect to
the Mortgage Loans and any REO Properties that (A) were Received by the Trust as
of the end of the related Collection Period and (B) are on deposit in the
Collection Account as of 12:00 noon (New York City time) on such Distribution
Date, (ii) the aggregate amount of any P&I

                                      -18-
<PAGE>

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, Section 4.03A and Section 4.03B, (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,
and (iv) to the extent not included in the amount described in clause (a)(i) of
this definition, if such Distribution Date occurs during March of 2003 or March
of any year thereafter, the aggregate of the Interest Reserve Amounts
transferred from the Interest Reserve Account to the Collection Account in
respect of the Mortgage Loans and any REO Mortgage Loans for distribution on
such Distribution Date; net of (b) the portion of the aggregate amount described
in clause (a) of this definition that represents one or more of the
following--(i) Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any amounts payable or reimbursable to any
Person from the Collection Account pursuant to clauses (ii) through (viii) of
Section 3.05(b), (iii) Prepayment Premiums, Yield Maintenance Charges and/or
Additional Interest, (iv) if such Distribution Date occurs during January of
2003 or January of any year thereafter that is not a leap year or during
February of 2003 or February of any year thereafter, the Interest Reserve
Amounts with respect to the Mortgage Loans and any REO Mortgage Loans to be
withdrawn from the Collection Account and deposited into the Interest Reserve
Account in respect of such Distribution Date and held for future distribution,
all pursuant to Section 3.04(c), and (v) amounts deposited in the Collection
Account in error. For purposes of this definition and for purposes of the last
paragraph of Section 4.03(a), in the case of the Westfield Portfolio Mortgage
Loan or any related REO Property, "Collection Period" shall mean, with respect
to any Distribution Date, the period ending at 12:00 noon (New York City time)
on such Distribution Date and beginning immediately following the end of the
prior Collection Period (or, in the case of the initial Collection Period,
beginning on the Closing Date).

         "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.

         "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.

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

                                      -19-
<PAGE>

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

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

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

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

         "Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2002-C1, Commercial Mortgage Pass-Through Certificates, Series 2002-C1, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

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

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

         "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

                                      -20-
<PAGE>

(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, the CMSA Investor Reporting Package (excluding the CMSA
Operating Statement Analysis Report, the CMSA NOI Adjustment Worksheet) and any
reports comparable to the foregoing with respect to the Westfield Portfolio
Mortgage Loan or any related REO Property that are deliverable under the
Westfield Portfolio Servicing Agreement to the Trustee as holder of the
Westfield Portfolio Mortgage Loan.

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

         "Class A Certificates" shall mean the Class A-1, Class A-2, Class A-3
and Class A-4 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-3 Certificate" shall mean any one of the Certificates with a
"Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

         "Class A Principal Distribution Cross-Over Date" shall mean the first
Distribution Date as of the commencement of business on which (i) the Class A-1,
Class A-2, Class A-3 and Class A-4 Certificates, or any two or more of such
Classes, remain outstanding and (ii) the aggregate of the Class Principal
Balances of the Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class

                                      -21-
<PAGE>

K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates
have been reduced to zero as a result of the allocation of Realized Losses and
Additional Trust Fund Expenses pursuant to Section 4.04(a).

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

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

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

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

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

         "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.

         "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.

                                      -22-
<PAGE>

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

         "Class Notional Amount" shall mean the aggregate notional amount of a
Class of Interest Only Certificates outstanding as of any date of determination.
As of any date of determination, the Class Notional Amount of each Class of
Interest Only Certificates shall equal the then aggregate of the Component
Notional Amounts of all the REMIC III Components of such Class of Interest Only
Certificates; provided that, for reporting purposes, the Class Notional Amount
of the Class X-CP Certificates: (i) following the Distribution Date in March
2005 through and including the Distribution Date in March 2006, shall equal the
aggregate of the Component Notional Amounts of REMIC III Component X-CP-A-2-3,
X-CP-A-3-1, X-CP-A-3-2, X-CP-A-3-3, X-CP-A-4-1, X-CP-A-4-2, X-CP-B, X-CP-C,
X-CP-D, X-CP-E, X-CP-F-1, X-CP-F-2, X-CP-F-3, X-CP-G-1, X-CP-G-2 and X-CP-H-2;
(ii) following the Distribution Date in March 2006 through and including the
Distribution Date in March 2007, shall equal the aggregate of the Component
Notional Amounts of REMIC III Component X-CP-A-3-2, X-CP-A-3-3, X-CP-A-4-1,
X-CP-A-4-2, X-CP-B, X-CP-C, X-CP-D, X-CP-E, X-CP-F-1, X-CP-F-2, X-CP-F-3 and
X-CP-G-2; (iii) following the Distribution Date in March 2007 through and
including the Distribution Date in March 2008, shall equal the aggregate of the
Component Notional Amounts of REMIC III Component X-CP-A-3-3, X-CP-A-4-1,
X-CP-A-4-2, X-CP-B, X-CP-C, X-CP-D, X-CP-E, X-CP-F-2 and X-CP-F-3; (iv)
following the Distribution Date in March 2008 through and including the
Distribution Date in March 2009, shall equal the aggregate of the Component
Notional Amounts of REMIC III Component X-CP-A-4-2, X-CP-B, X-CP-C, X-CP-D,
X-CP-E and X-CP-F-3; and (v) following the Distribution Date in March 2009,
shall equal zero (0).

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

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

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

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

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

                                      -23-
<PAGE>

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

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

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

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

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

         "Class X-CL Certificate" shall mean any one of the Certificates with a
"Class X-CL" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 30 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions

         "Class X-CP Certificate" shall mean any one of the Certificates with a
"Class X-CP" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 19 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions

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

         "Closing Date" shall mean April 2, 2002.

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

                                      -24-
<PAGE>

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

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

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

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

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

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

                                      -25-
<PAGE>

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

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

         "CMSA Investor Reporting Package" shall mean, collectively:

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

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

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

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

         "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced Loans, and by the
Special Servicer with respect to Specially Serviced Loans and REO Loans, which
report shall be substantially in the form of, and contain

                                      -26-
<PAGE>

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

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

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

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

         "CMSA Servicer Watch List" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Servicer Watch List" available as of the Closing Date on the CMSA Website,
or in such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Servicer Watch List" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or Special Servicer, as
applicable, and in any event, identifying as of the Determination Date
immediately preceding the delivery of such report each Performing 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

                                      -27-
<PAGE>

than 25% of the related Mortgaged Property has expired, been terminated, is in
default or will expire within the next three months (with no replacement tenant
having occupied or reasonably expected, within the next 45 days, to occupy the
space on comparable terms), (viii) that has been late in making its Monthly
Payment three or more times in the preceding twelve months, (ix) with an expired
material deferred maintenance at the related Mortgaged Property, (x) that is 30
or more days delinquent, (xi) to the extent the Master Servicer has actual
knowledge thereof, with respect to which a tenant or tenants occupying 25% of
the related Mortgaged Property are involved in bankruptcy or insolvency
proceedings, or (xii) in respect of which an inspection carried out pursuant to
Section 3.12(a) revealed a problem reasonably expected to materially and
adversely affect the cash flow of the related Mortgaged Property.

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

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

         "Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "LaSalle Bank National Association [OR NAME OF ANY SUCCESSOR
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust 2002-C1, Commercial Mortgage Pass-Through Certificates, Series
2002-C1".

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

         "Co-Lender and Servicing Agreement" shall mean any of the Fashion
Valley Mall Co-Lender and Servicing Agreement, the 400 Atlantic Street Co-Lender
and Servicing Agreement or the Westfield Portfolio Co-Lender and Servicing
Agreement.

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

         "Companion Loan" shall mean either of the Fashion Valley Mall Companion
Loan or the 400 Atlantic Street Companion Loan, as applicable.

         "Companion Loan Noteholder" shall mean, with respect to each Companion
Loan, the holder of the related Mortgage Note.

         "Companion Loan Securities" shall mean, for so long as the Fashion
Valley Mall Mortgage Loan, the 400 Atlantic Street Mortgage Loan or a successor
REO Mortgage Loan with respect

                                      -28-
<PAGE>

to either of them is part of the Mortgage Pool, any class of securities backed
by the Fashion Valley Mall Companion Loan or the 400 Atlantic Street Mortgage
Loan.

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

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

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

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

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

         "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset Backed Securities
Trust Services Group - LB-UBS Commercial Mortgage Trust 2002-C1.

         "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).
Notwithstanding anything to the contrary contained herein, the Westfield
Portfolio Mortgage Loan shall not constitute a Corrected Loan under this
Agreement.

         "Corrected Mortgage Loan" shall mean any Mortgage Loan that is a
Corrected Loan. Notwithstanding anything to the contrary contained herein, the
Westfield Portfolio Mortgage Loan shall not constitute a Corrected Mortgage Loan
under this Agreement.

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

                                      -29-
<PAGE>

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

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

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

         "Custodial Account" shall mean any of the Pool Custodial Account, the
Fashion Valley Mall Custodial Account or the 400 Atlantic Street Custodial
Account.

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

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

         "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, to the Trust in
respect of any Serviced Loan or any successor REO Loan with respect thereto.

         "Default Interest" shall mean, with respect to any Serviced Loan or any
successor REO Loan with respect thereto, any amounts Received by the Trust
thereon (other than late payment charges,

                                      -30-
<PAGE>

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.

         "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 April 2002.

         "Directly Operate" shall mean, with respect to any Administered 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

                                      -31-
<PAGE>

Administered REO Property solely because the Trustee (or the Special Servicer or
any Sub-Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance, or makes
decisions as to repairs or capital expenditures with respect to such REO
Property.

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

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

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

                                      -32-
<PAGE>

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

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

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

         "Distribution Date" shall mean the date each month, commencing in April
2002, 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 at least
"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 S&P) and at least "AA-" (or, if such depository
institution or trust company has short-term unsecured debt obligations rated at
least "A-1" by S&P, at least "A-") by S&P (or, in the case of either Rating
Agency,

                                      -33-
<PAGE>

such lower rating as will not result in an Adverse Rating Event with respect to
any Class of Certificates and, in the case of an account that relates solely to
a Serviced Loan Pair, with respect to any class of related Companion Loan
Securities, as evidenced in writing by such Rating Agency) at any time such
funds are on deposit therein (if such funds are to be held for more than 30
days), or the short-term deposits of which are rated at least "P-1" 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
S&P) and at least "A-1" by S&P (or, in the case of either Rating Agency, such
lower rating as will not result in an Adverse Rating Event with respect to any
Class of Certificates and, in the case of an account that relates solely to a
Serviced Loan Pair, with respect to any class of related Companion Loan
Securities, 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) any other account, the use of which would not,
in and of itself, cause an Adverse Rating Event with respect to any Class of
Certificates and, in the case of an account that relates solely to a Serviced
Loan Pair, with respect to any class of related Companion Loan Securities, as
evidenced in writing by each Rating Agency.

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

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

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

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

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

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

                                      -34-
<PAGE>

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

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

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

         "Fashion Valley Mall Co-Lender and Servicing Agreement" shall mean the
Co-Lender and Servicing Agreement, dated as of March 11, 2002, among the Fashion
Valley Mall Noteholders, First Union National Bank as master servicer and
LaSalle as custodian.

         "Fashion Valley Mall Companion Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

         "Fashion Valley Mall Companion Loan Noteholder" shall mean the holder
of the Mortgage Note for the Fashion Valley Mall Companion Loan.

         "Fashion Valley Mall 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 Fashion Valley Mall Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAMES OF
FASHION VALLEY MALL NOTEHOLDERS], as their interests may appear".

         "Fashion Valley Mall Fiscal Agent" shall mean ABN AMRO, in its capacity
as fiscal agent under that certain Trust Agreement, dated as of April 2, 2002,
between SASCO as depositor, LaSalle as trustee and ABN AMRO as fiscal agent.

         "Fashion Valley Mall Loan Pair" shall mean, collectively, the Fashion
Valley Mall Mortgage Loan and the Fashion Valley Mall Companion Loan (and any
successor REO Loans).

         "Fashion Valley Mall Mortgaged Property" shall mean the retail property
identified on the Mortgage Loan Schedule as the Fashion Valley Mall.

         "Fashion Valley Mall 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 Fashion Valley Mall Companion Loan, secured
by a Mortgage on the Fashion Valley Mall Mortgaged Property.

         "Fashion Valley Mall Noteholders" shall mean, collectively, the holder
of the Mortgage Note for the Fashion Valley Mall Mortgage Loan and the Fashion
Valley Mall Companion Loan Noteholder.

                                      -35-
<PAGE>

         "Fashion Valley Mall 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 Fashion Valley Mall Noteholders, which shall be entitled "[NAME
OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF FASHION VALLEY
MALL NOTEHOLDERS], as their interests may appear".

         "Fashion Valley Mall REO Property" shall mean the Fashion Valley Mall
Mortgaged Property, if such Mortgaged Property becomes an REO Property
hereunder.

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

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

         "Fashion Valley Mall Trustee" shall have the meaning assigned thereto
in the Preliminary Statement.

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

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

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

         "Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Loan or Administered REO
Property that there has been a recovery of all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries that the Special
Servicer has determined, in accordance with the Servicing Standard, will be
ultimately recoverable; provided that the term Final Recovery Determination
shall not apply to: (i) a Loan that was paid in full (including by a mezzanine
lender on behalf of the related Mortgagor in connection with a Loan default, as
set forth in the related intercreditor agreement) or (ii) a Loan or REO
Property, as the case may be, that was purchased by (a) the Depositor pursuant
to Section 2.03(a), (b) the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, (c) a Purchase Option Holder or
its assignee pursuant to Section 3.18, (d) the Depositor, Lehman Brothers, the
Special Servicer, a Controlling Class Certificateholder or the Master Servicer
pursuant to Section 9.01, (e) in the case of the Fashion Valley Mall Mortgage
Loan or the 400 Atlantic Street Mortgage Loan, as applicable, by the related
Companion Loan Noteholder or its designee pursuant to the related Co-Lender and
Servicing Agreement; and provided, further, that, in the case of the Westfield
Portfolio Mortgage Loan or any related REO Property, any such determination is
to be made by the Westfield Portfolio Special Servicer.

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

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

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

                                      -36-
<PAGE>

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

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

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

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

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

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

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

         "Ground Lease" shall mean, with respect to any Mortgage Loan for which
the related Mortgagor has a leasehold interest in the related Mortgaged
Property, the lease agreement(s) 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 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, each 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, either 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,
either 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

                                      -37-
<PAGE>

Certificateholder, a 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, such
Companion Loan Noteholder or any Affiliate thereof, as the case may be, provided
that such ownership constitutes less than 1% of the total assets owned by such
Person.

         "Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Mortgaged Property is located
certifies or licenses appraisers, is certified or licensed in such state, and
(iii) has a minimum of five years experience in the subject property type and
market.

         "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to REMIC I 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 a Serviced Loan Pair is affected, to the related 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 a Serviced Loan Pair is affected, by the related 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 for purposes of Section 860D(a) of the Code, or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property, due to such Person's failure to be treated as an Independent
Contractor.

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

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

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

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

                                      -38-
<PAGE>

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

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

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

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

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

         "Interest Reserve Account" shall mean the segregated account or
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 2002-C1, Commercial
Mortgage Pass-Through Certificates, Series 2002-C1".

         "Interest Reserve Amount" shall mean, with respect to each Mortgage
Loan and REO Mortgage Loan, for any Distribution Date that occurs during
February of 2003 or February of any year thereafter or during January of 2003 or
January of any year thereafter that is not a leap year, an amount equal to one
day's interest accrued at the related Mortgage Rate (net of the related
Additional Interest Rate in the case of an ARD Mortgage Loan or related REO
Mortgage Loan after the related Anticipated Repayment Date and net of 10 basis
points in the case of the Westfield Portfolio Mortgage Loan and any related REO
Mortgage Loan) 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 (or, in
the case of the Westfield Portfolio Mortgage Loan or any related REO Mortgage
Loan, a P&I Advance) is Received by the Trust in respect thereof for such Due
Date as of the related Determination Date (or, in the case of the Westfield
Portfolio Mortgage Loan or any related REO Mortgage Loan, by such Distribution
Date) or a P&I Advance is made under this Agreement in respect thereof for such
Due Date by such Distribution Date.

         "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.

                                      -39-
<PAGE>

         "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 by the Trust in connection therewith during any Collection
Period, whether as payments, Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or otherwise, which represent late collections of the
principal and/or interest portions of a Monthly Payment (other than a Balloon
Payment) or an Assumed Monthly Payment in respect of such 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 by the Trust in connection with
the related REO Property during any Collection Period, whether as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of the principal and/or interest
portions of a Monthly Payment (other than a Balloon Payment) or an Assumed
Monthly Payment in respect of the predecessor Loan, or the principal and/or
interest portions 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. For purposes of this definition and for purposes of the last
paragraph of Section 4.03(a), in the case of the Westfield Portfolio Mortgage
Loan or any related REO Property, "Collection Period" shall mean the period
ending at 12:00 noon (New York City time) on each Distribution Date and
beginning immediately following the end of the prior Collection Period (or, in
the case of the initial Collection Period, beginning on the Closing Date).

         "Lehman/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of March 22, 2002, 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 REMIC III Component of a Class of Interest Only
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 Purchase Option Holder or its assignee pursuant to Section
3.18, (v) such Loan is purchased by the Depositor, Lehman Brothers, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant
to Section 9.01, (vi) such Loan is paid off by the holder of a related mezzanine
loan on behalf of the related Mortgagor in connection with a Loan default, as
set forth in the related intercreditor agreement, or (vii) in the case of the
Fashion Valley Mall Mortgage Loan or the 400 Atlantic Street Mortgage Loan, as
applicable, such Loan is purchased by the

                                      -40-
<PAGE>

related Companion Loan Noteholder or its designee pursuant to the related
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, or (ii) such REO
Property is purchased by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01.

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

         "Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Loan or Administered 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 Trust in connection with:
(i) 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; (ii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iii) the
purchase of a Specially Serviced Mortgage Loan by a Purchase Option Holder or
its assignee pursuant to Section 3.18; (iv) the repurchase of a Mortgage Loan by
the Depositor pursuant to Section 2.03(a) or by the UBS Mortgage Loan Seller
pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement; (v) the purchase
of a Mortgage Loan or REO Property by the Depositor, Lehman Brothers, the
Special Servicer, a Controlling Class Certificateholder or the Master Servicer
pursuant to Section 9.01; (vi) the payoff of a Loan by the holder of a related
mezzanine loan on behalf of the related Mortgagor in connection with a Loan
default, as set forth in the related intercreditor agreement; or (vii) in the
case of the Fashion Valley Mall Mortgage Loan or the 400 Atlantic Street
Mortgage Loan, as applicable, the purchase of such Mortgage Loan by the related
Companion Loan Noteholder or its designee pursuant to the related Co-Lender and
Servicing Agreement.

         "Loan" shall mean any Mortgage Loan or Companion Loan. ----

         "Loan Component" shall mean any of the following loan components:
Component A-1 and Component A-2 of the Fashion Valley Mall Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, Component A-1 and Component
A-2 of the 400 Atlantic Street Mortgage Loan or any successor REO Mortgage Loan
with respect thereto, and Component B-1, Component B-2, Component B-3 and
Component B-4 of the Westfield Portfolio Mortgage Loan or any successor REO
Mortgage Loan with respect thereto. References to any of the foregoing loan
components are intended to be references to such loan components as defined in
the Mortgage Note related to the subject Mortgage Loan.

         "Loan Pair" shall mean any of the Fashion Valley Mall Loan Pair, the
400 Atlantic Street Loan Pair or the Westfield Portfolio Loan Pair.

         "Loan Pair Custodial Account" shall mean the Fashion Valley Mall
Custodial Account or the 400 Atlantic Street Custodial Account.

                                      -41-
<PAGE>

         "Loan Pair Servicing Reports" shall mean, with respect to any Serviced
Loan Pair, each of the CMSA Delinquent Loan Status Report, CMSA Historical Loan
Modification Report, CMSA Historical Liquidation Report, CMSA REO Status Report,
Loan Payoff Notification Report, CMSA Loan Periodic Update File, CMSA Property
File, CMSA Financial File, CMSA Loan Setup File, CMSA Servicer Watch List, CMSA
Operating Statement Analysis, CMSA NOI Adjustment Worksheet and CMSA Comparative
Financial Status Report, each as may be modified to reflect the fact that a
single retail property or office property, as the case may be, is the subject of
such report.

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

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

         "Master Servicer Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date, an amount equal to: (a) the aggregate amount of
all payments and other collections on or with respect to the Serviced Mortgage
Loans and any related REO Properties that (A) were Received by the Trust as of
the close of business on the immediately preceding Determination Date and (B)
are on deposit or are required to be on deposit in the 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) 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), and (iii) any amounts
deposited in the Pool Custodial Account in error.

         "Master Servicer Remittance Date" shall mean the date each month,
commencing in April 2002, on which, among other things, the Master Servicer is
to transfer the Master Servicer Remittance Amount to the Trustee, which date
shall be the Business Day immediately preceding each Distribution Date.

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

         "Master Servicing Fee Rate" shall mean: (a) with respect to the
Westfield Portfolio Mortgage Loan and any related REO Mortgage Loan, 0% per
annum; (b) with respect to each other Mortgage Loan and REO Mortgage Loan, a
rate per annum equal to the related Administrative Cost

                                      -42-
<PAGE>

Rate minus the Trustee Fee Rate; (c) with respect to the Fashion Valley Mall
Companion Loan and any related REO Loan, 0.05% per annum; and (d) with respect
to the 400 Atlantic Street Companion Loan and any related REO Loan, 0.05% 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 Serviced 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 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 Special
Servicer pursuant to Section 3.20 (or, in the case of the Westfield Portfolio
Mortgage Loan, by the Westfield Portfolio Special Servicer pursuant to the
Westfield Portfolio Servicing Agreement), 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.

                                      -43-
<PAGE>

         "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:

         (a) with respect to any Mortgage Loan (other than the Westfield
     Portfolio Mortgage Loan) and, in the case of each Serviced Loan Pair, the
     related Companion Loan, the following documents collectively (which, in the
     case of a Serviced Loan Pair, except for the Mortgage Note referred to in
     clause (i) and clause (vi) of this definition, relate to the entire Loan
     Pair):

             (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 2002-C1,
         Commercial Mortgage Pass-Through Certificates, Series 2002-C1" or in
         blank, and further showing a complete, unbroken chain of endorsement
         from the originator (if such originator is other than the related
         Mortgage Loan Seller) (or, alternatively, if the original executed
         Mortgage Note has been lost, a lost note affidavit and indemnity with a
         copy of such Mortgage Note), and (B) in the case of a Loan Pair (other
         than the Westfield Portfolio Loan Pair), a copy of the executed
         Mortgage Note for the related 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;

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

             (iv) an original executed assignment, in recordable form (except
         for recording information not yet available if the instrument being
         assigned has not been returned from the applicable recording office),
         of (A) the Mortgage and (B) any related Assignment of Leases (if such
         item is a document separate from the Mortgage), in favor of "LaSalle
         Bank National Association, in its capacity as trustee for the
         registered holders of LB-UBS Commercial Mortgage Trust 2002-C1,
         Commercial Mortgage Pass-Through Certificates, Series 2002-C1" (or, in
         the case of a Loan Pair (other than the Westfield Portfolio Loan Pair),
         in favor of "LaSalle Bank National Association, in its capacity as
         trustee for the registered holders of LB-UBS Commercial Mortgage Trust
         2002-C1, Commercial Mortgage Pass-Through Certificates, Series 2002-C1,
         and in its capacity as lead lender on behalf of the [NAME OF RELATED
         COMPANION LOAN NOTEHOLDER]") (or, in each case, a copy thereof,
         certified to be the copy of such assignment submitted for recording);

                                      -44-
<PAGE>

             (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
         2002-C1, Commercial Mortgage Pass-Through Certificates, Series 2002-C1"
         (or, in the case of a Loan Pair (other than the Westfield Portfolio
         Loan Pair), in favor of "LaSalle Bank National Association, in its
         capacity as trustee for the registered holders of LB-UBS Commercial
         Mortgage Trust 2002-C1, Commercial Mortgage Pass-Through Certificates,
         Series 2002-C1, and in its capacity as lead lender on behalf of [NAME
         OF RELATED COMPANION LOAN NOTEHOLDER]");

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

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


             (viii) filed copies (with evidence of filing) of any prior
         effective UCC Financing Statements in favor of the originator of such
         Mortgage Loan or in favor of any assignee prior to the Trustee (but
         only to the extent the related Mortgage Loan Seller had possession of
         such UCC Financing Statements prior to the Closing Date) and an
         original 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 2002-C1, Commercial Mortgage Pass-Through Certificates,
         Series 2002-C1" (or, in the case of a Loan Pair, in favor of "LaSalle
         Bank National Association, in its capacity as trustee for the
         registered holders of LB-UBS Commercial Mortgage Trust 2002-C1,
         Commercial Mortgage Pass-Through Certificates, Series 2002-C1, and in
         its capacity as lead lender on behalf of the [NAME OF RELATED COMPANION
         LOAN NOTEHOLDER]");

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

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

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

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

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

                                      -45-
<PAGE>

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

             (xv) an original assignment of the related security agreement (if
         such item is a document separate from the Mortgage and if such item is
         not included in the assignment described in clause (v)), in favor of
         "LaSalle Bank National Association, in its capacity as trustee for the
         registered holders of LB-UBS Commercial Mortgage Trust 2002-C1,
         Commercial Mortgage Pass-Through Certificates, Series 2002-C1" (or, in
         the case of a Loan Pair, in favor of "LaSalle Bank National
         Association, in its capacity as trustee for the registered holders of
         LB-UBS Commercial Mortgage Trust 2002-C1, Commercial Mortgage
         Pass-Through Certificates, Series 2002-C1, and in its capacity as lead
         lender on behalf of [NAME OF RELATED COMPANION LOAN NOTEHOLDER]");

             (xvi) in the case of the Fashion Valley Mall Loan Pair or the 400
         Atlantic Street Loan Pair, a copy of the related Co-Lender and
         Servicing Agreement;

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

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

         (b) with respect to the Westfield Portfolio Mortgage Loan, the
     following documents collectively:

             (i) the original executed Mortgage Note for such Mortgage Loan,
         endorsed (without recourse, representation or warranty, express or
         implied) to the order of "LaSalle Bank National Association, as trustee
         for the registered holders of LB-UBS Commercial Mortgage Trust 2002-C1,
         Commercial Mortgage Pass-Through Certificates, Series 2002-C1" or in
         blank, and further showing a complete, unbroken chain of endorsement
         from the originator (if such originator is other than the related
         Mortgage Loan Seller) (or, alternatively, if the original executed
         Mortgage Note has been lost, a lost note affidavit and indemnity with a
         copy of such Mortgage Note);

             (ii) a copy of the executed Westfield Portfolio Co-Lender and
         Servicing Agreement; and

             (iii) a copy of the Westfield Portfolio Pooling and Servicing
         Agreement;

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 (a)(vi) and (a)(ix) through (a)(xviii) of this definition,
shall be deemed to include such documents only to the extent the Trustee or a
Custodian on its behalf has actual knowledge of their existence.

         "Mortgage Loan" shall mean each of the mortgage loans listed on the
Mortgage Loan Schedule and from time to time held in the Trust Fund. As used
herein, the term "Mortgage Loan"

                                      -46-
<PAGE>

includes the related Mortgage Note, Mortgage and other security documents
contained in the related Mortgage File or otherwise held on behalf of the Trust,
except that, with respect to the Westfield Portfolio Mortgage Loan, the term
"Mortgage Loan" includes the related Mortgage Note and any other documents
contained in the related Mortgage File or otherwise held on behalf of the Trust.

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

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

         (i) the Mortgage Loan number;

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

         (iii) the Cut-off Date Balance;

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

         (v) the original Mortgage Rate;

         (vi) the (A) remaining term to stated maturity and (B) 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.

                                      -47-
<PAGE>

         "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 Mortgage Loans, collectively. The Mortgage Pool does not include the Fashion
Valley Mall Companion Loan, the 400 Atlantic Street Companion Loan, the
Westfield Portfolio Non-Trust Loan or any REO Loan related to any of those three
Loans.

         "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
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 with respect thereto), 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 the case of
the Westfield Portfolio Mortgage Loan, in accordance with the Westfield
Portfolio Servicing Agreement) or in connection with a bankruptcy, insolvency or
similar proceeding involving the related Mortgagor. In the case of each Loan
that is part of a Loan Pair, 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 from time to time. 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 Adjusted REMIC II Remittance Rate" shall mean:

         (a) with respect to each of REMIC II Regular Interest A-2-2 and REMIC
     II Regular Interest A-2-3, for any Interest Accrual Period, 5.969% per
     annum;

                                      -48-
<PAGE>

         (b) with respect to each of REMIC II Regular Interest A-3-1, REMIC II
     Regular Interest A-3-2 and REMIC II Regular Interest A-3-3, for any
     Interest Accrual Period, 6.226% per annum;

         (c) with respect to each of REMIC II Regular Interest A-4-1 and REMIC
     II Regular Interest A-4-2, for any Interest Accrual Period, an annual rate
     equal to the lesser of (i) 6.462% per annum and (ii) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period;

         (d) with respect to REMIC II Regular Interest B, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.575% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (e) with respect to REMIC II Regular Interest C, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.653% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (f) with respect to REMIC II Regular Interest D, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.683% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (g) with respect to REMIC II Regular Interest E, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.692% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (h) with respect to each of REMIC II Regular Interest F-1, REMIC II
     Regular Interest F-2 and REMIC II Regular Interest F-3, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.741% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (i) with respect to each of REMIC II Regular Interest G-1 and REMIC II
     Regular Interest G-2, for any Interest Accrual Period, an annual rate equal
     to the lesser of (i) 6.950% per annum and (ii) the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period;

         (j) with respect to each of REMIC II Regular Interest H-1 and REMIC II
     Regular Interest H-2, for any Interest Accrual Period, an annual rate equal
     to the lesser of (i) 6.950% per annum and (ii) the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period; and

         (k) with respect to REMIC II Regular Interest J-2, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 6.950% per annum
     and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period.

         "Net Aggregate Prepayment Interest Shortfall" shall mean, with respect
to any Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments and/or, insofar as they result from the application of
Insurance Proceeds and/or Condemnation Proceeds, other early recoveries of
principal

                                      -49-
<PAGE>

Received by the Trust (or, in the case of the Westfield Portfolio Mortgage Loan,
received by a Westfield Portfolio Servicer) 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. For purposes of this definition, in
the case of the Westfield Portfolio Mortgage Loan, "related Collection Period"
refers to the most recently ended "Collection Period" under the Westfield
Portfolio Servicing Agreement.

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

         "New Lease" shall mean any lease of Administered 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 a Serviced
Loan Pair, the related 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, Condemnation Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of such Loan or REO
Loan, as the case may be.

                                      -50-
<PAGE>

         "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, Condemnation 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-CL and Class X-CP, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class P, Class Q, Class S, Class T, Class R-I, Class R-II,
Class R-III and Class V Certificates are Non-Registered Certificates.

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

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

         "Opinion of Counsel" shall mean a written opinion of 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 either
Class of Interest Only Certificates, the initial Class Notional Amount of each
such Class as of the Closing Date, which shall equal $1,242,867,924, in the case
of the Class X-CL Certificates, and $968,836,888, in the case of the Class X-CP
Certificates.

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

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

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

         "P&I Advance" shall mean, as to any Loan or REO Loan, any advance made
by the Master Servicer, the Trustee or the Fiscal Agent pursuant to Section
4.03, Section 4.03A or Section 4.03B, as applicable (as well as, in the case of
the Westfield Portfolio Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, any comparable advance made by the Westfield Portfolio Master
Servicer under the Westfield Portfolio Servicing Agreement).

                                      -51-
<PAGE>

         "P&I Advance Date" shall mean the date each month, commencing in April
2002, 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, 5.401% per annum;

         (b) with respect to the Class A-2 Certificates for any Interest Accrual
     Period, 5.969% per annum;

         (c) with respect to the Class A-3 Certificates for any Interest Accrual
     Period, 6.226% per annum;

         (d) with respect to the Class A-4 Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.462% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (e) with respect to the Class B Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.575% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (f) with respect to the Class C Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.653% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (g) with respect to the Class D Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.683% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (h) with respect to the Class E Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.692% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (i) with respect to the Class F Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.741% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (j) with respect to the Class G Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.950% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (k) with respect to the Class H Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.950% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

                                      -52-
<PAGE>

         (l) with respect to the Class J Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.950% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (m) with respect to the Class K Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (n) with respect to the Class L Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (o) with respect to the Class M Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (p) with respect to the Class N Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (q) with respect to the Class P Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (r) with respect to the Class Q Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (s) with respect to the Class S Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (t) with respect to the Class T Certificates for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) 6.428% per annum and (ii)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

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

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

                                      -53-
<PAGE>

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

         (x) with respect to the Class X-CP Certificates for any Interest
     Accrual Period, an annual rate equal to the weighted average (expressed as
     a percentage and rounded to six decimal places) of the Pass-Through Rates
     applicable to the respective REMIC III Components of such Class for such
     Interest Accrual Period, weighted on the basis of the respective Component
     Notional Amounts of such REMIC III Components outstanding immediately prior
     to the related Distribution Date; provided that, for reporting purposes,
     the Pass-Through Rate of the Class X-CP Certificates: (i) for each Interest
     Accrual Period from and including the February 2005 Interest Accrual Period
     through and including the February 2006 Interest Accrual Period, shall be
     calculated taking into account only the respective Pass-Through Rates of
     REMIC III Component X-CP-A-2-3, X-CP-A-3-1, X-CP-A-3-2, X-CP-A-3-3,
     X-CP-A-4-1, X-CP-A-4-2, X-CP-B, X-CP-C, X-CP-D, X-CP-E, X-CP-F-1, X-CP-F-2,
     X-CP-F-3, X-CP-G-1, X-CP-G-2 and X-CP-H-2; (ii) for each Interest Accrual
     Period from and including the February 2006 Interest Accrual Period through
     and including the February 2007 Interest Accrual Period, shall be
     calculated taking into account only the respective Pass-Through Rates of
     REMIC III Component X-CP-A-3-2, X-CP-A-3-3, X-CP-A-4-1, X-CP-A-4-2, X-CP-B,
     X-CP-C, X-CP-D, X-CP-E, X-CP-F-1, X-CP-F-2, X-CP-F-3 and X-CP-G-2; (iii)
     for each Interest Accrual Period from and including the February 2007
     Interest Accrual Period through and including the February 2008 Interest
     Accrual Period, shall be calculated taking into account only the respective
     Pass-Through Rates of REMIC III Component X-CP-A-3-3, X-CP-A-4-1,
     X-CP-A-4-2, X-CP-B, X-CP-C, X-CP-D, X-CP-E, X-CP-F-2 and X-CP-F-3; (iv) for
     each Interest Accrual Period from and including the February 2008 Interest
     Accrual Period through and including the February 2009 Interest Accrual
     Period, shall be calculated taking into account only the respective
     Pass-Through Rates of REMIC III Component X-CP-A-4-2, X-CP-B, X-CP-C,
     X-CP-D, X-CP-E and X-CP-F-3; and (v) for each Interest Accrual Period
     following the February 2009 Interest Accrual Period, shall equal 0% per
     annum.

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

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

         "Performing Serviced Loan" shall mean any Corrected Loan and any
Serviced Loan as to which a Servicing Transfer Event has never occurred.
Notwithstanding anything herein to the contrary,

                                      -54-
<PAGE>

the Westfield Portfolio Mortgage Loan shall in no event constitute a Performing
Serviced Loan hereunder.

         "Performing Serviced Mortgage Loan" shall mean any Serviced Mortgage
Loan that is a Performing Serviced Loan. Notwithstanding anything herein to the
contrary, the Westfield Portfolio Mortgage Loan shall in no event constitute a
Performing Serviced Mortgage Loan hereunder.

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

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

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

         (ii) repurchase obligations with respect to any security described in
     clause (i) of this definition (having original maturities of not more than
     365 days), provided that the short-term deposit or debt obligations of the
     party agreeing to repurchase such obligations are rated in the highest
     rating category of each of 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 S&P) and S&P (or,
     in the case of either Rating Agency, such lower rating as will not result
     in an Adverse Rating Event with respect to any Class of Certificates and,
     in the case of an investment being made with funds that relate solely to a
     Serviced Loan Pair, with respect to any class of related Companion Loan
     Securities, 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 S&P) and
     S&P (or, in the case of either Rating Agency, such lower rating as will not
     result in an Adverse Rating Event with respect to any Class of Certificates
     and, in the case of an investment being made with funds that relate solely
     to a Serviced Loan Pair, with respect to any class of related Companion
     Loan Securities, 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

                                      -55-
<PAGE>

     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 S&P) and S&P (or, in the case of either Rating Agency, such
     lower rating as will not result in an Adverse Rating Event with respect to
     any Class of Certificates and, in the case of an investment being made with
     funds that relate solely to a Serviced Loan Pair, with respect to any class
     of related Companion Loan Securities, 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 S&P) and S&P (or,
     in the case of either Rating Agency, such lower rating as will not result
     in an Adverse Rating Event with respect to any Class of Certificates and,
     in the case of an investment being made with funds that relate solely to a
     Serviced Loan Pair, with respect to any class of related Companion Loan
     Securities, 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 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

                                      -56-
<PAGE>

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 "Wachovia Bank, National Association [OR THE NAME OF ANY SUCCESSOR
MASTER SERVICER], as Master Servicer, on behalf of LaSalle Bank National
Association [OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the
registered holders of LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
Mortgage Pass-Through Certificates, Series 2002-C1, 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 "Lennar Partners, Inc. [OR THE NAME OF ANY SUCCESSOR SPECIAL SERVICER],
as Special Servicer, on behalf of LaSalle Bank National Association [OR THE NAME
OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of
LB-UBS Commercial Mortgage Trust 2002-C1, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1, 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 Received by the
Trust on any Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) 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 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

                                      -57-
<PAGE>

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: (a) with respect to any
Serviced Loan that was subject to a Principal Prepayment in full or in part made
(or, if resulting from the application of Insurance Proceeds or Condemnation
Proceeds, any other early recovery of principal received) after its Due Date in
any Collection Period, any payment of interest (net of related Master Servicing
Fees) actually collected from the related Mortgagor or otherwise and intended to
cover interest accrued on such Principal Prepayment during the period from and
after such Due Date (exclusive, however, of any related Prepayment Premium 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); and (b) with respect to the Westfield Portfolio Mortgage Loan, a
"Prepayment Interest Excess" in respect thereof under the Westfield Portfolio
Servicing Agreement.

         "Prepayment Interest Shortfall" shall mean: (a) with respect to any
Serviced Loan that was subject to a Principal Prepayment in full or in part made
(or, if resulting from the application of Insurance Proceeds or Condemnation
Proceeds, any other early recovery of principal received) prior to its Due Date
in any Collection Period, the amount of interest, to the extent not collected
from the related Mortgagor or otherwise (without regard to any Prepayment
Premium 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
sum of the related Master Servicing Fee Rate and, in the case of an ARD Loan
after its Anticipated Repayment Date, the related Additional Interest Rate) on
the amount of such Principal Prepayment during the period from the date to which
interest was paid by the related Mortgagor to, but not including, such Due Date;
and (b) with respect to the Westfield Portfolio Mortgage Loan, a "Prepayment
Interest Shortfall" in respect thereof under the Westfield Portfolio Servicing
Agreement.

         "Prepayment Premium" shall mean any premium, penalty or fee (other than
a Yield Maintenance Charge) paid or payable, as the context requires, as a
result of a Principal Prepayment on, or other early collection of principal of,
a Loan (including any payoff of a Loan by a mezzanine lender on behalf of the
subject Mortgagor, as set forth in the related intercreditor agreement).

         "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 760 N.W. 107th
Avenue, Miami, Florida 33172.

         "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

                                      -58-
<PAGE>

the Trustee shall notify the Fiscal Agent, the Master Servicer, the Special
Servicer and each Companion Loan Noteholder in writing of its selection.

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

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

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

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

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

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

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

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

         (g) all amounts Received by the Trust on or with respect to the
     Westfield Portfolio Mortgage Loan or any successor REO Mortgage Loan with
     respect thereto since the preceding Distribution Date (or, in the case of
     the initial Distribution Date, since the Closing Date) that represents a
     payment, advance or other recovery of principal with respect to such
     Mortgage Loan or REO Mortgage Loan, as the case may be, exclusive of any
     portion of such amounts that

                                      -59-
<PAGE>

     represent a late payment or other recovery of principal due on or before
     the Cut-off Date or for which a P&I Advance was previously made under this
     Agreement for a prior Distribution Date;

provided that none of the amounts set forth in clauses (a) to (g) above shall
represent amounts received, due or advanced on or in respect of the Fashion
Valley Mall Companion Loan, the 400 Atlantic Street Companion Loan or any
successor REO Loan to either of those Loans.

         "Principal Prepayment" shall mean any voluntary payment of principal
made by the Mortgagor on a Loan that is Received by the Trust (or, in the case
of the Westfield Portfolio Mortgage Loan, by a Westfield Portfolio Servicer) 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 Prohibited Transaction
Exemption 91-14 granted to a predecessor of Lehman Brothers by the United States
Department of Labor, as such Prohibited Transaction Exemption may be amended
from time to time.

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

         "Prospectus" shall mean the prospectus dated March 22, 2002, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

         "Prospectus Supplement" shall mean the prospectus supplement dated
March 22, 2002, relating to the Registered Certificates.

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

         "Purchase Price" shall mean, with respect to any Mortgage Loan (or REO
Property), a cash price equal to the aggregate of: (a) the outstanding principal
balance of such Mortgage Loan (or the related REO 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, if any, (d) all accrued and unpaid interest, if
any, in respect of related Advances in accordance with, as applicable, Section
3.11(g), Section 4.03(d) Section 4.03A(d) and/or Section 4.03B(d), and (e) in
the case of a repurchase 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), including any Liquidation Fee payable because the subject repurchase
occurred more than 180 days beyond the earlier of notice to or discovery by the
party effecting the repurchase of the subject Material Document Defect or
Material Breach that gave rise to the repurchase, and (ii) to the extent not
otherwise included in the amount described in clause (c) of this definition, any
costs and expenses incurred by the Master Servicer, the Special Servicer or the
Trustee (on behalf of the Trust) in enforcing the obligation of such Person to
purchase such Mortgage Loan; provided that in the case of the Fashion Valley
Mall Mortgage Loan or the 400 Atlantic Street Mortgage Loan, the Purchase Price
calculated above shall be reduced by any related unpaid Master Servicing Fees,
unreimbursed Advances

                                      -60-
<PAGE>

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 to the Master Servicer and/or the Special Servicer in
respect of such Mortgage Loan pursuant to the terms of the related Co-Lender and
Servicing Agreement, (which amounts shall no longer be payable hereunder); and
provided, further, that, in the case of an REO Property that relates to a
Serviced Loan Pair, the Purchase Price for such REO Property 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), (d) and, if applicable, (e)
above with respect to both REO Loans comprising such Serviced Loan Pair. For
purposes of this definition, in the case of the Westfield Portfolio Mortgage
Loan or any related REO Property, "Collection Period" shall mean the period
ending at 12:00 noon (New York City time) on each Distribution Date and
beginning immediately following the end of the prior Collection Period (or, in
the case of the initial Collection Period, beginning on the Closing Date).

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

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

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

         "Rated Final Distribution Date" shall mean: (a) with respect to the
Class A-1, Class A-2 and Class A-3 Certificates, the Distribution Date in March
2026; (b) with respect to the Class A-4 Certificates, the Distribution Date in
March 2031; and (c) with respect to the other Classes of Certificates, other
than the Class T, Class R-I, Class R-II, Class R-III and Class V Certificates,
the Distribution Date in March 2034.

         "Rating Agency" shall mean each of Moody's and S&P.

         "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 by the Trust 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 (or, in the case of the
Westfield

                                      -61-
<PAGE>

Portfolio Mortgage Loan, by the Westfield Portfolio Special Servicer pursuant to
the Westfield Portfolio Servicing Agreement), 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 Special Servicer pursuant to Section 3.20 (or, in the case of the
Westfield Portfolio Mortgage Loan, by the Westfield Portfolio Special Servicer
pursuant to the Westfield Portfolio Servicing Agreement), 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). For purposes of this
definition, in the case of the Westfield Portfolio Mortgage Loan or any related
REO Property, "Collection Period" shall mean the period ending at 12:00 noon
(New York City time) on each Distribution Date and beginning immediately
following the end of the prior Collection Period (or, in the case of the initial
Collection Period, beginning on the Closing Date).

         "Received by the Trust" shall mean: (a) in the case of the Westfield
Portfolio Mortgage Loan or any related REO Property, received by the Trustee, as
holder of the Mortgage Note for the Westfield Portfolio Mortgage Loan, on behalf
of the Trust; and (b) in the case of any other Loan or REO Property, received by
the Master Servicer or any of its Sub-Servicers, the Special Servicer or any of
its Sub-Servicers or the Trustee, as the case may be, in any event on behalf of
the Trust.

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

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

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

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

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

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

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

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

                                      -62-
<PAGE>

         "Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the United
States in reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

         "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, as applicable,
Section 4.03(d), Section 4.03A(d) or Section 4.03B(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 by the Trust after
the Closing Date (other than scheduled payments of interest and principal due on
or before the Cut-off Date, other than Additional Interest Received by the Trust
in respect of the ARD Mortgage Loans after their respective Anticipated
Repayment Dates), together with all documents included in the related Mortgage
Files; (ii) any REO Property acquired in respect of a Mortgage Loan (or, in the
case of the Westfield Portfolio Mortgage Loan, the rights of the holder thereof
with respect to any Westfield Portfolio REO Property under the Westfield
Portfolio Servicing Agreement); (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 Received by the Trust 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 Companion Loans
or any payments or other collections of principal, interest, Prepayment
Premiums, Yield Maintenance Charges or other amounts Received by the Trust on or
with respect to the Companion Loans or any successor REO Loans in respect
thereof.

         "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, with respect to any REMIC I
Regular Interest, a rate per annum that is, for any Interest Accrual Period,
equal to (i) a fraction (expressed as a percentage), the numerator of which is
the product of 12 times the Adjusted Actual/360 Accrued Interest Amount with
respect to such REMIC I Regular Interest for such Interest Accrual Period, and
the denominator of which is the Uncertificated Principal Balance of such REMIC I
Regular Interest immediately prior to the Distribution Date that corresponds to
such Interest Accrual Period, minus (ii) the Trustee Fee Rate, in the case of
each of REMIC I Regular Interest WP-1, REMIC I Regular Interest WP-2, REMIC I
Regular Interest WP-3 and REMIC I Regular Interest WP-4, and the Administrative
Cost Rate for the

                                      -63-
<PAGE>

corresponding Mortgage Loan (or any successor REO Loan with respect thereto), in
the case of each other REMIC I Regular Interest.

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

         "REMIC II Regular Interest" shall mean any of the 30 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 2.09,
with respect to which a separate REMIC election is to be made.

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

         "REMIC III Component" shall mean:

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

                                      -64-
<PAGE>

         (b) with respect to the Class X-CP Certificates, any of the following
     19 components of the Class X-CP Certificates: REMIC III Component
     X-CP-A-2-2, REMIC III Component X-CP-A-2-3, REMIC III Component X-CP-A-3-1,
     REMIC III Component X-CP-A-3-2, REMIC III Component X-CP-A-3-3, REMIC III
     Component X-CP-A-4-1, REMIC III Component X-CP-A-4-2, REMIC III Component
     X-CP-B, REMIC III Component X-CP-C, REMIC III Component X-CP-D, REMIC III
     Component X-CP-E, REMIC III Component X-CP-F-1, REMIC III Component
     X-CP-F-2, REMIC III Component X-CP-F-3, REMIC III Component X-CP-G-1, REMIC
     III Component X-CP-G-2, REMIC III Component X-CP-H-1, REMIC III Component
     X-CP-H-2 and REMIC III Component X-CP-J-2, each of which (i) constitutes a
     separate "regular interest" in REMIC III for purposes of the REMIC
     Provisions, (ii) relates to its Corresponding REMIC II Regular Interest,
     and (iii) has a Component Notional Amount equal to the Uncertificated
     Principal Balance of its Corresponding REMIC II Regular Interest
     outstanding from time to time.

         "REMIC Pool" shall mean any of REMIC I, REMIC II 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, the Fashion
Valley Mall REO Account and the 400 Atlantic Street REO Account.

         "REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09 (or, in the case of the Westfield Portfolio Mortgaged
Property, pursuant to the Westfield Portfolio Servicing Agreement).

         "REO Disposition" shall mean the sale or other disposition of any REO
Property pursuant to Section 3.18 (or, in the case of the Westfield Portfolio
Mortgaged Property, pursuant to the Westfield Portfolio Servicing Agreement).

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

         "REO Loan" shall mean the mortgage loan (or, if a Serviced 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 or, if applicable in the case of any Westfield
Portfolio REO Property, on behalf of the Trust). 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

                                      -65-
<PAGE>

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. Amounts Received by the Trust with respect to 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 (other than in the
case of a Westfield Portfolio 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 (reduced, in the case of an REO Loan that
relates to the Westfield Portfolio Mortgage Loan, by 10 basis points) 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 that, if the Westfield Portfolio
Mortgage Loan becomes an REO Loan, then amounts Received by the Trust with
respect thereto shall be applied pursuant to clause third of this sentence as a
recovery of any Yield Maintenance Charge due on such REO Loan; and provided,
further, that if the Loans comprising a Serviced Loan Pair become REO Loans,
amounts Received by the Trust with respect to 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 related 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), 4.03A(d) and Section
4.03B(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 Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street
Mortgaged Property also for the benefit of the related 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; provided that any
Westfield Portfolio Mortgaged Property shall constitute an REO Property if
acquired under the Westfield Portfolio Servicing Agreement in the name of the
Westfield Portfolio Non-Trust Loan Noteholder for the benefit of the Westfield
Portfolio Non-Trust Loan Noteholder and the Trust, as their interests may
appear, through foreclosure, acceptance of a deed-

                                      -66-
<PAGE>

in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with a default or imminent default of the Westfield Portfolio Loan
Pair.

         "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, if no satisfactory (as
determined by the Special Servicer pursuant to Section 3.09(a)) appraisal
meeting the foregoing criteria was obtained or conducted within the prior 12
months, a "desktop" value estimate performed by the Special Servicer.

         "Required Appraisal Loan" shall mean any Mortgage Loan (other than the
Westfield Portfolio Mortgage Loan) or Loan Pair (other than the Westfield
Portfolio 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, if any, for (A) 20
days, or (B) if the related Mortgagor shall have delivered a refinancing
commitment acceptable to the Special Servicer prior to the date the subject
Balloon Payment was due, 30 days, (iv) with respect to which the related
Mortgaged Property has become an REO Property, (v) with respect to which a
receiver or similar official is appointed and continues for 60 days in such
capacity in respect of the related Mortgaged Property, (vi) with respect to
which the related Mortgagor is subject to a bankruptcy, insolvency or similar
proceedings, which, in the case of an involuntary bankruptcy, insolvency or
similar proceeding, has not been dismissed within 60 days of the commencement
thereof, or (vii) that remains outstanding five (5) years following any
extension of its maturity date pursuant to Section 3.20. Any Required Appraisal
Loan (other than a Mortgage Loan that became a Required Appraisal Loan pursuant
to clause (vii) above) shall cease to be such at such time as it has become a
Corrected 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; provided that the term "Required Appraisal Loan"
shall include any successor REO Loan(s); and provided, further, that any
Mortgage Loan and Companion Loan constituting a Loan Pair (other than the
Westfield Portfolio Loan Pair) shall, upon the occurrence of any of the events
described in clauses (i) through (vii) of this definition in respect of either
such Loan, be deemed to be a single "Required Appraisal Loan". In no event shall
the Westfield Portfolio Mortgage Loan or any successor REO Mortgage Loan with
respect thereto or the Westfield Portfolio Loan Pair constitute a Required
Appraisal Loan hereunder.

                                      -67-
<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 any obligations secured by liens on such Mortgaged Property
(or REO Property) that are prior to the lien of the related Required Appraisal
Loan; plus (b) the amount of Escrow Payments and Reserve Funds held by the
Master Servicer in respect of such Required Appraisal Loan that (i) are not
being held in respect of any real estate taxes and assessments, insurance
premiums or, if applicable, ground rents, (ii) are not otherwise scheduled to be
applied or utilized (except to pay debt service on such Required Appraisal Loan)
within the twelve-month period following the date of determination and (iii) may
be applied towards the reduction of the principal balance of such Required
Appraisal Loan; plus (c) the amount of any letter of credit constituting
additional security for such Required Appraisal Loan and that may be applied
towards the reduction of the principal balance of such Required Appraisal Loan.

         "Reserve Account" shall mean each of the Pool Reserve Account, the
Fashion Valley Mall Reserve Account and the 400 Atlantic Street 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.

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

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

         "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in

                                      -68-
<PAGE>

existence, "S&P" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee, the Fiscal
Agent, the Master Servicer and the Special Servicer, and specific ratings of
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. herein referenced shall be deemed to refer to the equivalent ratings of the
party so designated.

         "SASCO" 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 Special Servicer pursuant to
Section 3.20 (or, in the case of the Westfield Portfolio Mortgage Loan, by the
Westfield Portfolio Special Servicer pursuant to the Westfield Portfolio
Servicing Agreement), and assuming that the full amount of each prior Scheduled
Payment has been made in a timely manner.

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

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

         "Serviced Loan" shall mean any Loan (including a Specially Serviced
Loan, but excluding an REO Loan) that is, as contemplated by Section 3.01, to be
serviced and administered by the Master Servicer and/or the Special Servicer
hereunder. Notwithstanding anything herein to the contrary, the Westfield
Portfolio Mortgage Loan shall in no event constitute a Serviced Loan hereunder.

         "Serviced Loan Pair" shall mean any Loan Pair that is, as contemplated
by Section 3.01, to be serviced and administered by the Master Servicer and/or
the Special Servicer hereunder. Notwithstanding anything herein to the contrary,
the Westfield Portfolio Loan Pair shall in no event constitute a Serviced Loan
Pair hereunder.

         "Serviced Mortgage Loan" shall mean any Mortgage Loan that is a
Serviced Loan. Notwithstanding anything herein to the contrary, the Westfield
Portfolio Mortgage Loan shall in no event constitute a Serviced Mortgage Loan
hereunder.

         "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 Serviced 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 Serviced 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 Loan.

                                      -69-
<PAGE>

         "Servicing Account" shall mean each of the Pool Servicing Account, the
Fashion Valley Mall Servicing Account and the 400 Atlantic Street 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 and
administration 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, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or
judicial proceedings with respect to a Mortgaged Property, including
foreclosures, (e) any Required Appraisal or any other appraisal or update
thereof expressly permitted or required to be obtained hereunder, (f) the
operation, management, maintenance and liquidation of any REO Property, and (g)
obtaining any related ratings confirmation; provided that, notwithstanding
anything to the contrary, "Servicing Advances" shall not include allocable
overhead of the Master Servicer, the Special Servicer or the Trustee, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
or costs and expenses incurred by any such party in connection with its purchase
of any Loan or REO Property pursuant to any provision of this Agreement or a
Co-Lender and Servicing Agreement.

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

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

         "Servicing Officer" shall mean any officer or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Serviced 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).

         "Servicing Standard" shall mean, with respect to the Master Servicer or
the Special Servicer, to service and administer the Serviced Loans and any
Administered REO Properties that such party is obligated to service and
administer pursuant to this Agreement: (i) in accordance with the higher of the
following standards of care: (A) the same manner in which, and with the same
care, skill, prudence and diligence with which, the Master Servicer or the
Special Servicer, as the case may be, services and administers comparable
mortgage loans with similar borrowers and comparable REO properties for other
third-party portfolios (giving due consideration to the customary and usual
standards of practice of prudent institutional commercial mortgage lenders
servicing their own mortgage loans and

                                      -70-
<PAGE>

REO properties), and (B) the same manner in which, and with the same care,
skill, prudence and diligence with which, the Master Servicer or Special
Servicer, as the case may be, services and administers comparable mortgage loans
owned by the Master Servicer or Special Servicer, as the case may be, in either
case exercising reasonable business judgment and acting in accordance with
applicable law, the terms of this Agreement and the terms of the respective
Serviced Loans; (ii) with a view to: (A) the timely recovery of all payments of
principal and interest, including Balloon Payments, under the Serviced Loans or,
in the case of any such Serviced Loan that is (A) a Specially Serviced Loan that
the Special Servicer determines, in its reasonable, good faith judgment, will
not become a Corrected Loan or (B) a Serviced Loan as to which the related
Mortgaged Property has become an REO Property, the maximization of recovery on
the Mortgage Loan to the Certificateholders (as a collective whole) (or, if a
Serviced Loan Pair is involved, with a view to the maximization of recovery on
such Loan Pair to the Certificateholders and the related Companion Loan
Noteholder (as a collective whole)) of principal and interest, including Balloon
Payments, on a present value basis (the relevant discounting of anticipated
collections that will be distributable to the Certificateholders (or, in the
case of a Serviced Loan Pair, to the Certificateholders and the related
Companion Noteholder) to be performed at the related Mortgage Rate (or, in the
case of a Serviced Loan Pair, at the weighted average of the Mortgage Rates for
such Loan Pair); and (iii) without regard to (A) any relationship, including as
lender on any other debt, that the Master Servicer or the Special Servicer, as
the case may be, or any Affiliate thereof, may have with any of the related
Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B)
the ownership of any Certificate (or any Companion Loan Security) by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof;
(C) the obligation of the Master Servicer or the Special Servicer, as the case
may be, to make Advances; (D) the right of the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate of either of them, to receive
compensation or reimbursement of costs hereunder generally or with respect to
any particular transaction; and (E) the ownership, servicing or management for
others of any other mortgage loan or real property not subject to this Agreement
by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof.

         "Servicing Transfer Event" shall mean, with respect to any Serviced
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 and/or the related loan documents provide
substantially to the effect that: (i) it was formed or organized solely for the
purpose of either owning and operating the Mortgaged Property or Properties
securing one or more 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 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

                                      -71-
<PAGE>

partnership or a limited liability company, at least one general partner or
limited liability company member thereof, as applicable, which shall itself be a
"single purpose entity" (having as its sole asset its interest in the Single
Purpose Entity) with an independent director.

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

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

         "Special Servicing Fee Rate" shall mean, with respect to each Specially
Serviced Loan and each REO Loan (other than an REO Loan that relates to the
Westfield Portfolio Mortgage Loan), 0.25% per annum.

         "Specially Serviced Loan" shall mean any Serviced 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 delinquent Balloon Payment, (A) for one Business Day
     beyond the date on which the subject Balloon Payment was due or (B) in the
     case of a Balloon Loan as to which the related Mortgagor shall have
     delivered a refinancing commitment acceptable to the Special Servicer prior
     to the date the subject Balloon Payment was due, for 30 days beyond the
     date on which the subject Balloon Payment was due (or for such shorter
     period beyond the date on which the subject Balloon Payment was due during
     which the refinancing is scheduled to occur);

         (b) the Master Servicer or Special 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 Serviced Loan, including a Balloon Payment, is likely to occur and is
     likely to remain unremedied (without regard to any grace period) for at
     least the applicable period contemplated by clause (a) of this definition;
     or

         (c) there shall have occurred a default (other than as described in
     clause (a) above and other than an Acceptable Insurance Default) that (i)
     materially impairs the value of the related Mortgaged Property as security
     for such Serviced Loan or otherwise materially adversely affects the
     interests of Certificateholders (or, in the case of a Companion Loan, the
     related Companion Loan Noteholder), and (ii) continues unremedied for the
     applicable grace period under the terms of such Serviced Loan (or, if no
     grace period is specified and the default is capable of being cured, for 30
     days); provided that any default requiring a Servicing Advance shall be
     deemed to materially and adversely affect the interests of
     Certificateholders or, in the case of a Companion Loan, the related
     Companion Loan Noteholder; 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,

                                      -72-
<PAGE>

     insolvency or similar law or the appointment of a conservator or receiver
     or liquidator in any insolvency, readjustment of debt, marshaling of assets
     and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the related
     Mortgagor and such decree or order shall have remained in force and not
     dismissed for a period of 60 days; or

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

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

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

provided, however, that a Serviced Loan will cease to be a Specially Serviced
Loan, when a Liquidation Event has occurred with respect to such Serviced 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 Serviced 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 Serviced 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 Serviced Loan's becoming a Specially Serviced Loan. If a Serviced Loan that
is part of a Serviced Loan Pair becomes a Specially Serviced Loan, then the
other Serviced Loan in that Serviced Loan Pair shall also become a Specially
Serviced Loan.

                                      -73-
<PAGE>

         Notwithstanding anything herein to the contrary, the Westfield
Portfolio Mortgage Loan shall not constitute a Specially Serviced Loan
hereunder.

         "Specially Serviced Mortgage Loan" shall mean a Serviced Mortgage Loan
that constitutes a Specially Serviced Loan. Notwithstanding anything herein to
the contrary, the Westfield Portfolio Mortgage Loan shall not constitute a
Specially Serviced Mortgage Loan hereunder.

         "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 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 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 any Companion Loan (and any
successor REO Loan with respect thereto), the Cut-off Date Balance of such Loan,
as permanently reduced on each Master Servicer 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), including the principal portion of any
P&I Advance, distributed to the related Companion Loan Noteholder on such Master
Servicer 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. For purposes of this definition, in the case of the Westfield
Portfolio Mortgage Loan or any related REO Property, "Collection Period" shall
mean, when used in the first sentence of this definition, the most recently
ended "Collection Period" under the Westfield Portfolio Servicing Agreement and,
when used in the second sentence of this definition, the period ending at 12:00
noon (New York City time) on each Distribution Date and beginning immediately
following the end of the prior Collection Period (or, in the case of the initial
Collection Period, beginning on the Closing Date).

         "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).

                                      -74-
<PAGE>

         "Subordinate Certificate" shall mean any Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class S, Class T, Class R-I, Class R-II 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 Serviced 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 Treasury regulation
section 301.6231(a)(7)-1, which Person shall be the Plurality Residual Interest
Certificateholder in respect of the related Class of Residual Interest
Certificates.

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

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

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

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

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

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

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

                                      -75-
<PAGE>

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

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

         "Trustee Fee Rate" shall mean 0.0017% per annum.

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

         "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of March 22, 2002, between the
UBS Mortgage Loan Seller and the Depositor.

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

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

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

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

         "Uncertificated Accrued Interest" shall mean the interest accrued from
time to time with respect to any 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 that portion, if any, of the Net Aggregate Prepayment

                                      -76-
<PAGE>

Interest Shortfall for such Distribution Date allocated to such REMIC II Regular
Interest as provided below. The portion, if any, of the Net Aggregate Prepayment
Interest Shortfall for any Distribution Date that is allocated to any Class of
Principal Balance Certificates or any REMIC III Component of a Class of Interest
Only Certificates in accordance with the definitions of "Distributable
Certificate Interest" and "Distributable Component Interest", respectively,
shall be deemed to have first been allocated to the Corresponding REMIC II
Regular Interest for such Class or REMIC III Component, as the case may be.

         "Uncertificated Principal Balance" shall mean the principal balance of
any 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 REMIC I Regular Interest FVM-1 shall equal $165,617,471; the
Uncertificated Principal Balance of REMIC I Regular Interest FVM-2 shall equal
$4,382,529; the Uncertificated Principal Balance of REMIC I Regular Interest
400AS-1 shall equal $52,207,913; the Uncertificated Principal Balance of REMIC I
Regular Interest 400AS-2 shall equal $34,792,087; the Uncertificated Principal
Balance of REMIC I Regular Interest WP-1 shall equal $5,250,000; the
Uncertificated Principal Balance of REMIC I Regular Interest WP-2 shall equal
$8,450,000; the Uncertificated Principal Balance of REMIC I Regular Interest
WP-3 shall equal $3,600,000; the Uncertificated Principal Balance of REMIC I
Regular Interest WP-4 shall equal $12,766,418; the Uncertificated Principal
Balance of each other 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). 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.

                                      -77-
<PAGE>

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

         "Wachovia" shall mean Wachovia Bank, National Association (known prior
to April 1, 2002 as First Union National Bank) or its successor in interest.
"Weighted Average REMIC I Remittance Rate" shall mean, with respect to any
Interest Accrual Period, the rate per annum equal to the weighted average,
expressed as a percentage and rounded to six decimal places, of the REMIC I
Remittance Rates applicable to the respective REMIC I Regular Interests for such
Interest Accrual Period, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to the related Distribution Date.

         "Westfield Portfolio Co-Lender and Servicing Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.

         "Westfield Portfolio Loan Pair" shall have the meaning assigned thereto
in the Preliminary Statement, together with any successor REO Loans.

         "Westfield Portfolio Master Servicer" shall mean the master servicer
under the Westfield Portfolio Servicing Agreement.

         "Westfield Portfolio Mortgaged Properties" shall mean the properties
that are together identified on the Mortgage Loan Schedule as the Westfield
Portfolio.

         "Westfield Portfolio Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

         "Westfield Portfolio Non-Trust Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

         "Westfield Portfolio Non-Trust Loan Noteholder" shall mean the holder
of the mortgage note for the Westfield Portfolio Non-Trust Loan.

         "Westfield Portfolio Noteholders" shall mean, collectively, the holder
of the Mortgage Note for the Westfield Portfolio Mortgage Loan and the Westfield
Portfolio Non-Trust Loan Noteholder.

                                      -78-
<PAGE>

         "Westfield Portfolio Other Securitization" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Westfield Portfolio Pooling and Servicing Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.

         "Westfield Portfolio REO Property" shall mean any Westfield Portfolio
Mortgaged Property that has become an "REO Property" under the Westfield
Portfolio Servicing Agreement.

         "Westfield Portfolio Servicer" shall mean either the Westfield
Portfolio Master Servicer or the Westfield Portfolio Special Servicer, as
applicable.

         "Westfield Portfolio Servicing Agreement" shall mean either the
Westfield Portfolio Pooling and Servicing Agreement or the Westfield Portfolio
Co-Lender and Servicing Agreement, as applicable.

         "Westfield Portfolio Special Servicer" shall mean the special servicer
under the Westfield Portfolio Servicing Agreement.

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

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

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

         "Yield Maintenance Charge" shall mean the payments paid or payable, as
the context requires, as the result of a Principal Prepayment on, or other early
collection of principal of, a Loan (including any payoff of a Loan by a
mezzanine lender on behalf of the subject Mortgagor, as set forth in the related
intercreditor agreement), which payments are not otherwise due thereon in
respect of principal or interest and have been calculated (based on scheduled
payments of interest and/or principal on such 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

                                      -79-
<PAGE>

Journal on the date that is 14 days prior to the date that the Yield Maintenance
Charge shall become due and payable (or, if such bid price is not published on
that date, the next preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield. The monthly compounded nominal
yield ("MEY") is derived from the reinvestment yield or discount rate and shall
be defined as MEY = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X 100, where BEY is defined
as the U.S. Treasury Reinvestment Yield which is in decimal form and not in
percentage, and 1/6 is the exponential power to which a portion of the equation
is raised. For example, using a BEY of 5.50%, the MEY = (12 X [{(1+ .055/2) ^
0.16667}- 1]) X 100 where .055 is the decimal version of the percentage 5.5% and
0.16667 is the decimal version of the exponential power. The MEY in the above
calculation is 5.44%.

         SECTION 1.02. General Interpretive Principles.

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

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

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

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

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

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

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

                                      -80-
<PAGE>


                                   ARTICLE II

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


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

         (a) It is the intention of the parties hereto that a common law trust
be established pursuant to this Agreement and that such trust be designated as
"LB-UBS Commercial Mortgage Trust 2002-C1". LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders. The Depositor, concurrently with the execution and
delivery hereof, does hereby assign, sell, transfer, set over and otherwise
convey to the Trustee in trust, without recourse, for the benefit of the
Certificateholders, all the right, title and interest of the Depositor in, to
and under (i) the Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase
Agreement, and (iii) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans and due after the Cut-off Date and, in
the case of the Fashion Valley Mortgage Loan, the 400 Atlantic Street Mortgage
Loan and the Westfield Portfolio Mortgage Loan, is subject to the related
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 (except in the case of the
Westfield Portfolio Mortgage Loan) 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 (other
than the Westfield Portfolio Mortgage Loan), an Independent Person (each such
Person, a "Recording/Filing Agent") for purposes of promptly (and in any event
within 45 days following the later of the Closing Date and the date on which all
necessary recording or filing (as applicable) information is available to such
Recording/Filing Agent) recording or filing, as the case may

                                      -81-
<PAGE>

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 referred to in clause (a)(iv)
of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(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 (other than the Westfield Portfolio 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 costs of the recording and filing referred
to in the prior two paragraphs with respect to the Lehman Mortgage Loans, and
the Depositor represents and warrants that the UBS/Depositor Mortgage Loan
Purchase Agreement provides that the UBS Mortgage Loan Seller shall bear the
costs of the recording and filing referred to in the prior two paragraphs with
respect to the UBS Mortgage Loans (other than the Westfield Portfolio Mortgage
Loan). The Depositor hereby covenants as to each Lehman Mortgage Loan, and the
UBS Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan
Purchase Agreement as to each UBS Mortgage Loan (other than the Westfield
Portfolio Mortgage Loan), that it will cause the applicable Recording/Filing
Agent to forward to the Trustee each related assignment of Mortgage, assignment
of Assignment of Leases and each UCC-2 and UCC-3 assignment following its return
by the applicable public recording or filing office, as the case may be, and
shall forward copies of such instruments to the Master Servicer on a monthly
basis; provided that, in those instances where the public recording office
retains the original assignment of Mortgage or assignment of Assignment of
Leases, a certified copy of the recorded original shall be forwarded to the
Trustee. Each assignment referred to in the prior two paragraphs that is
recorded by the Trustee shall reflect that it should be returned by the public
recording office to the Trustee or its agent following recording, and each UCC-2
and UCC-3 assignment referred to in the prior two paragraphs that is filed by
the Trustee shall reflect that the file copy thereof should be returned to the
Trustee or its agent following filing; provided that, in those instances where
the public recording office retains the original assignment of Mortgage or
assignment of Assignment of Leases, the Trustee shall obtain therefrom a
certified copy of the recorded original. On a monthly basis, at the expense of
the Depositor (in the case of a Lehman Mortgage Loan) or the UBS Mortgage Loan
Seller (in the case of a UBS Mortgage Loan), the Trustee shall forward to the
Master Servicer a copy of each of the aforementioned assignments following the
Trustee's receipt thereof.

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

                                      -82-
<PAGE>

upon receipt, whether from the UBS Mortgage Loan Seller or the Depositor, cause
the same to be duly recorded or filed, as appropriate.

         (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each UBS Mortgage Loan (other
than the Westfield Portfolio 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 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 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, provided that neither the Depositor
nor the UBS Mortgage Loan Seller shall be required to deliver any draft
documents, privileged communications or credit or underwriting analyses or data.
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 any Companion Loan, on behalf of and for the benefit of
the related Companion Loan Noteholder).

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

         SECTION 2.02. Acceptance of Trust Fund by Trustee.

         (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Mortgage Loans and all documents delivered to it that constitute portions of
the related Mortgage Files and (ii) all other assets delivered to it and
included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.
To the extent that the Mortgage File for the Fashion Valley Mall Mortgage Loan
or the 400 Atlantic Street Mortgage Loan relates to the corresponding Companion
Loan, the Trustee shall also hold such Mortgage File in trust for the use and
benefit of the related 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, except as
specifically identified in the Schedule of Exceptions to Mortgage File Delivery
attached hereto as Schedule II, (i) all documents specified in clause (a)(i) or
clause (b)(i), as applicable, of the definition of "Mortgage File" are in its
possession or the possession of a Custodian on its behalf, and (ii) the original
Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such
Mortgage Note) received by it or any Custodian with respect to such 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.

                                      -83-
<PAGE>

         (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed
and (iii) the day on which the Depositor has repurchased the last affected
Mortgage Loan), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each 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 each
of the Fashion Valley Mall Mortgage Loan and the 400 Atlantic Street Mortgage
Loan, to the related 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 (a)(i) through (a)(v), (a)(vii) and (a)(viii) (without regard to the
second parenthetical in such clause (a)(viii)) of the definition of "Mortgage
File") or, in the case of the Westfield Portfolio Mortgage Loan, in clauses
(b)(i) through (b)(iii) 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, any 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 (a)(i) through (a)(v), (a)(vii), (a)(viii) and (b)(i) through (b)(iii)
of the definition of "Mortgage File" have been received and such additional
information as will be necessary for delivering the certifications required by
Sections 2.02(a) and (b) above.

         (e) If, after the Closing Date, the Depositor comes into possession of
any documents or records that constitute part of the Mortgage File or Servicing
File for any Mortgage Loan, the

                                      -84-
<PAGE>

Depositor shall promptly deliver such document to the Trustee (if it constitutes
part of the Mortgage File) or the Master Servicer (if it constitutes part of the
Servicing File), as applicable.

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

         (a) If any party hereto discovers that any document constituting a part
of a Mortgage File has not been properly executed, is missing, contains
information that does not conform in any material respect with the corresponding
information set forth in the Mortgage Loan Schedule, or does not appear to be
regular on its face (each, a "Document Defect"), or discovers or receives notice
of a breach of any representation or warranty of the UBS Mortgage Loan Seller
made pursuant to Section 3(b) of the UBS/Depositor Mortgage Loan Purchase
Agreement with respect to any UBS Mortgage Loan (a "Breach"), or discovers or
receives notice of a breach of any representation or warranty of the Depositor
set forth in Section 2.04(b) with respect to any Lehman Mortgage Loan (also, a
"Breach"), such party shall give prompt written notice thereof to each of the
Rating Agencies, the related Mortgage Loan Seller and the other parties hereto.
If any such Document Defect or Breach with respect to any Mortgage Loan
materially and adversely affects the interests of the Certificateholders
therein, then such Document Defect shall constitute a "Material Document Defect"
or such Breach shall constitute a "Material Breach", as the case may be.
Promptly upon becoming aware of any such Material Document Defect or Material
Breach with respect to a UBS Mortgage Loan (including through a written notice
given by any party hereto, as provided above), the Trustee shall require the UBS
Mortgage Loan Seller, within the time period and subject to the conditions
provided for in the UBS/Depositor Mortgage Loan Purchase Agreement, to cure such
Material Document Defect or Material Breach, as the case may be, or repurchase
the affected Mortgage Loan or any related REO Property at the applicable
Purchase Price by wire transfer of immediately available funds to the Pool
Custodial Account (or, in the case of the Westfield Portfolio Mortgage Loan, to
the Collection Account and, in the case of an REO Property that relates to the
400 Atlantic Street Loan Pair, to the related REO Account). Promptly upon
becoming aware of any such Material Document Defect or Material Breach with
respect to a Lehman Mortgage Loan (including through a written notice given by
any party hereto, as provided above), the Depositor shall, not later than 90
days from the earlier of the Depositor's discovery or receipt of notice of such
Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Lehman Mortgage
Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions, not later than 90 days of any party discovering such Material
Document Defect or Material Breach), cure the same in all material respects
(which cure shall include payment of losses and any Additional Trust Fund
Expenses associated therewith) or, if such Material Document Defect or Material
Breach, as the case may be, cannot be cured within such 90-day period,
repurchase the affected Lehman Mortgage Loan or any related REO Property at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account (or, in the case of an REO Property that relates to the
Fashion Valley Mall Mortgage Loan, to the related REO Account); provided,
however, that if (i) such Material Document Defect or Material Breach is capable
of being cured but not within such 90-day period, (ii) such Material Document
Defect or Material Breach is not related to any Lehman Mortgage Loan's not being
a "qualified mortgage" within the meaning of the REMIC Provisions and (iii) the
Depositor has commenced and is diligently proceeding with the cure of such
Material Document Defect or Material Breach within such 90-day period, then the
Depositor shall have an additional 90 days to complete such cure or, in the
event of a failure to so cure, to complete such repurchase (it being understood
and agreed that, in connection with the Depositor's receiving such additional
90-day period, the Depositor shall deliver an Officer's

                                      -85-
<PAGE>

Certificate to the Trustee setting forth the reasons such Material Document
Defect or Material Breach is not capable of being cured within the initial
90-day period and what actions the Depositor is pursuing in connection with the
cure thereof and stating that the Depositor anticipates that such Material
Document Defect or Material Breach will be cured within such additional 90-day
period); and provided, further, that, if any such Material Document Defect is
still not cured after the initial 90 days and any such additional 90-day period
solely due to the failure of a recording office to have returned the recorded
document, then the Depositor shall be entitled to continue to defer its cure and
repurchase obligations in respect of such Document Defect so long as the
Depositor certifies to the Trustee every 30 days thereafter that the Document
Defect is still in effect solely because of the failure of a recording office to
have returned the recorded document and that the Depositor is diligently
pursuing the cure of such defect (specifying the actions being taken), except
that no such deferral of cure or repurchase may continue beyond the second
anniversary of the Closing Date.

         If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Depositor or the UBS
Mortgage Loan Seller as contemplated by this Section 2.03(a), then, prior to the
subject repurchase, the Depositor or the UBS Mortgage Loan Seller, as the case
may be, or its designee shall use its reasonable efforts, subject to the terms
of the related Mortgage Loan(s), to prepare and, to the extent necessary and
appropriate, have executed by the related Mortgagor and record, such
documentation as may be necessary to terminate the cross-collateralization
between the Mortgage Loan(s) in such Cross-Collateralized Group that are to be
repurchased, on the one hand, and the remaining Mortgage Loan(s) therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto; provided that no such termination shall be effected
unless and until the Controlling Class Representative, if one is then acting,
has consented (which consent shall not be unreasonably withheld and shall be
deemed to have been given if no written objection is received by the Depositor
or the UBS Mortgage Loan Seller, as the case may be, within 10 days of the
Controlling Class Representative's receipt of a written request for such
consent) and the Trustee has received from the Depositor or the UBS Mortgage
Loan Seller, as the case may be, (i) an Opinion of Counsel to the effect that
such termination would not cause an Adverse REMIC Event to occur with respect to
any REMIC Pool or an Adverse Grantor Trust Event to occur with respect to the
Grantor Trust and (ii) written confirmation from each Rating Agency that such
termination would not cause an Adverse Rating Event to occur with respect to any
Class of Certificates; and provided, further, that the Depositor, in the case of
Lehman Mortgage Loans, or the UBS Mortgage Loan Seller, in the case of UBS
Mortgage Loans, may, at its option, purchase the entire subject
Cross-Collateralized Group in lieu of effecting a termination of the
cross-collateralization. All costs and expenses incurred by the Trustee or any
Person on its behalf pursuant to this paragraph shall be included in the
calculation of the Purchase Price for the Mortgage Loan(s) to be repurchased. If
the cross-collateralization of any Cross-Collateralized Group is not or cannot
be terminated as contemplated by this paragraph, then, for purposes of (i)
determining the materiality of any Breach or Defect, as the case may be, and
(ii) the application of remedies, such Cross-Collateralized Group shall be
treated as a single Mortgage Loan.

         (b) In connection with any repurchase of a Mortgage Loan pursuant to
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

                                      -86-
<PAGE>

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.

         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.

                                      -87-
<PAGE>

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

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

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

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

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

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

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

         (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,

                                      -88-
<PAGE>

     claims, encumbrances and other interests), (A) the Depositor had good and
     marketable title to, and was the sole owner and holder of, each UBS
     Mortgage Loan; and (B) the Depositor has full right and authority to sell,
     assign and transfer the UBS Mortgage Loans, exclusive of the servicing
     rights pertaining thereto.

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

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

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

         (iii) Ownership of Mortgage Loan. The Depositor owns such Mortgage
     Loan, has good 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 or security interests of any nature encumbering such
     Mortgage Loan, exclusive of the servicing rights pertaining thereto; no
     provision of the Mortgage Note, Mortgage(s) or other loan documents
     relating to such Mortgage Loan prohibits or restricts the Depositor's right
     to assign or transfer such Mortgage Loan to the Trustee (except with
     respect to a Loan Pair which may, pursuant to the related Co-Lender and
     Servicing Agreement, require notice to one or more rating agencies, which,
     if required, has already been provided); no governmental or regulatory
     approval or consent is required for the sale of such Mortgage Loan by the
     Depositor; and the Depositor has validly conveyed to the Trustee a legal
     and beneficial interest in and to such Mortgage Loan free and clear of any
     lien, claim or encumbrance of any nature.

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

         (v) Loan Document Status. Each of the related Mortgage Note,
     Mortgage(s), Assignment(s) of Leases, if any, and other agreements executed
     in connection

                                      -89-
<PAGE>

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

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

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

                                      -90-
<PAGE>

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

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

         (x) Taxes and Assessments. All taxes, governmental assessments, ground
     rents, water charges or sewer rents that prior to the related Due Date in
     March 2002 became due and payable in respect of, and materially affect, any
     related Mortgaged Property have been paid or are not yet delinquent, and
     the Depositor knows of no unpaid tax, assessment, ground rent, water
     charges or sewer rent that prior to the Closing Date became due and payable
     in respect of any related Mortgaged Property, or in any such case an escrow
     of funds in an amount sufficient to cover such payments has been
     established.

                                      -91-
<PAGE>

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

         (xii) Title Insurance. Each related Mortgaged Property is covered by an
     ALTA (or its equivalent) lender's title insurance policy issued by a
     nationally recognized title insurance company, insuring that each related
     Mortgage is a valid first lien on such Mortgaged Property in the original
     principal amount of such Mortgage Loan after all advances of principal,
     subject only to Permitted Encumbrances, or there is a binding commitment or
     binding pro forma from a title insurer qualified and/or licensed in the
     applicable jurisdiction, as required, to issue such policy; such title
     insurance policy, if issued, is in full force and effect, all premiums have
     been paid, is freely assignable and will inure solely to the benefit of the
     Trustee as mortgagee of record, or any such commitment or binding pro forma
     is a legal, valid and binding obligation of such insurer; no claims have
     been made by the Depositor under such title insurance policy, if issued;
     and neither the Depositor nor, to the best of the Depositor's knowledge,
     the Seller (or any of its affiliates) has done, by act or omission,
     anything that would materially impair the coverage of any such title
     insurance policy; except as set forth on Schedule III-xii, such policy or
     commitment or binding pro forma contains no exclusion for (or alternatively
     it insures, unless such coverage is unavailable in the relevant
     jurisdiction) (A) access to a public road, (B) that there is no material
     encroachment by any improvements on the Mortgaged Property, and (C) that
     the area shown on the survey materially conforms to the legal description
     of the Mortgaged Property.

         (xiii) Property Insurance. As of the date of its origination and, to
     the best of the Depositor's knowledge, as of the Closing Date, all
     insurance required under each related Mortgage was in full force and effect
     with respect to each related Mortgaged Property; such insurance covered
     (except where a tenant under a lease is permitted to self-insure) such
     risks as were customarily acceptable to prudent commercial and multifamily
     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, in an amount (subject to a customary deductible) at least
     equal to 100% of the full insurable replacement cost of the improvements
     located on such Mortgaged Property (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, together with an "agreed value
     endorsement"), (B) business interruption or rental loss insurance for a
     period of not less than 12 months, (C) comprehensive general liability
     insurance in an amount not less than $1 million per occurrence, (D)
     workers' compensation insurance (if the related Mortgagor has employees and
     if required by applicable law), and (E) if

                                      -92-
<PAGE>

     (1) such Mortgage Loan is secured by a Mortgaged Property located in the
     State of California in or "seismic zone" 3 or 4 and (2) a seismic
     assessment revealed a maximum probable or bounded loss in excess of 20% of
     the amount of the estimated replacement cost of the improvements on such
     Mortgaged Property, earthquake insurance; it is an event of default under
     such Mortgage Loan if the above-described insurance coverage is not
     maintained by the related Mortgagor, and any reasonable out-of-pocket costs
     and expenses incurred by the mortgagee in connection with such default in
     obtaining such insurance coverage are recoverable from the related
     Mortgagor; the related Mortgage Loan documents require that the related
     insurance policies provide that they may not be terminated or reduced
     without at least 10 days' prior notice to the mortgagee and, to the
     Depositor's knowledge, it has not received any such notice; the related
     insurance policies (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; all premiums under any such insurance policy have been paid
     through the related Due Date in March 2002; all such insurance policies are
     required to be maintained with insurance companies having "financial
     strength" or "claims paying ability" ratings of at least "A:VIII" from A.M.
     Best Company or at least "BBB+" (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 the rights of the lessor
     under any related Ground Lease, any insurance proceeds will be applied
     either to the repair or restoration of all or part of the related Mortgaged
     Property or the reduction of the outstanding principal balance of such
     Mortgage Loan.

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

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

         (xvi) Interest Accrual Basis. Such Mortgage Loan accrues interest on an
     Actual/360 Basis or on a 30/360 Basis; and such Mortgage Loan accrues
     interest (payable

                                      -93-
<PAGE>

     monthly in arrears) at a fixed rate of interest throughout the remaining
     term thereof (except if such Mortgage Loan is an ARD Mortgage Loan, in
     which case the accrual rate for interest will increase after its
     Anticipated Repayment Date, and except in connection with the occurrence of
     a default and the accrual of default interest).

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

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

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

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

                                      -94-
<PAGE>

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

         (xxii) Bankruptcy. To the best of the Depositor's knowledge, after due
     inquiry, the related Mortgagor is not a debtor in any bankruptcy,
     reorganization, insolvency or comparable proceeding.

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

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

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

         (xxvi) Due-on-Encumbrance. Each Mortgage Loan contains provisions for
     the acceleration of the payment of the unpaid principal balance of such
     Mortgage Loan if, without the prior written consent of the mortgagee or
     Rating Agency confirmation that an Adverse Rating Event would not occur,
     any related Mortgaged Property or interest therein, is directly or
     indirectly encumbered in connection with subordinate financing, except in
     the case of the Fashion Valley Mall Mortgage Loan, no such consent has been
     granted by the Seller. To the Depositor's knowledge, except in the case of
     the Fashion Valley Mall Mortgage Loan, no related Mortgaged Property is
     encumbered in connection with subordinate financing; however, if the
     related Mortgaged Property is listed on Schedule III-xxvi(M) hereto, then
     certain equity holders are known to the Depositor to have incurred debt
     secured by their ownership interest in the related Mortgagor.

         (xxvii) Due-on-Sale. Except with respect to transfers of certain
     non-controlling and/or minority interests in the related Mortgagor as
     specified in the related Mortgage or with respect to transfers of interests
     in the related Mortgagor between immediate family members and with respect
     to transfers by devise, by descent or by operation of law upon the death or
     incapacity of a person having an interest in the related Mortgagor, each
     Mortgage Loan contains either (A) provisions for the acceleration of the
     payment of the unpaid principal balance of such Mortgage Loan if any
     related Mortgaged Property or interest therein is directly or indirectly
     transferred or sold without the prior written consent of the mortgagee, or
     (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

                                      -95-
<PAGE>

     sold without the related Mortgagor having satisfied certain conditions
     specified in the related Mortgage with respect to permitted transfers
     (which conditions are consistent with the practices of prudent commercial
     mortgage lenders).

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

         (xxix) Waivers; Modifications. Except as set forth in a written
     instrument included in the related Mortgage File, the 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 or in a manner that in any such event
     materially interferes with the security intended to be provided by such
     document or instrument.

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

         (xxxi) Property Release. The terms of the related Mortgage Note,
     Mortgage(s) or other loan document securing such Mortgage Loan do not
     provide for the release from the lien of such Mortgage of any material
     portion of the related Mortgaged Property that is necessary to the
     operation of such Mortgaged Property and was given material value in the
     underwriting of such Mortgage Loan at origination, without (A) payment in
     full of such Mortgage Loan, (B) delivery of Defeasance Collateral in the
     form of "government securities" within the meaning of Section 2(a)(16) of
     the Investment Company Act of 1940, as amended (the "Investment Company
     Act"), (C) delivery of substitute real property collateral, or (D) payment
     of a release price equal to at least 110% of the amount of such Mortgage
     Loan allocated to the related Mortgaged Property subject to the release.

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

                                      -96-
<PAGE>

     insurance referred to in paragraph (b)(xii) above), and no improvements on
     adjoining properties encroached upon such Mortgaged Property to any
     material extent.

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

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

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

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

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

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

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

         (xl) Cross-Collateralization. Unless such Mortgage Loan is the Fashion
     Valley Mall Mortgage Loan, the related Mortgaged Property is not, to the
     Depositor's knowledge, collateral or security for any mortgage loan that is
     not in the Trust Fund; if such

                                      -97-
<PAGE>

     Mortgage Loan is cross-collateralized, it is cross-collateralized only with
     other Mortgage Loans in the Trust Fund. The security interest/lien on each
     material item of collateral for such Mortgage Loan has been assigned to the
     Trustee.

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

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

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

         (xliv) Licenses, Permits and Authorizations. Except as set forth on
     Schedule III-xliv, the related Mortgagor has represented in the related
     Mortgage Loan documents that it was, and to the actual knowledge of the
     Depositor, as of the date of origination of such Mortgage Loan, such
     Mortgagor, the related lessee, franchisor or operator was in possession of
     all material licenses, permits and authorizations then required for use of
     the related Mortgaged Property by such Mortgagor, which were valid and in
     full force and effect.

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

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

         (xlvii) 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,
     except as set forth on Schedule III-xlvii:

         (A)   such Ground Lease or a memorandum thereof has been or will be
               duly recorded and such Ground Lease permits the interest of the
               lessee thereunder to be encumbered by the related Mortgage or, if
               consent of the

                                      -98-
<PAGE>

               lessor thereunder is required, it has been obtained prior to the
               Closing Date;

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

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

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

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

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

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

                                      -99-
<PAGE>

         (H)   the mortgagee under such Mortgage Loan is permitted a reasonable
               opportunity to cure any curable default under such Ground Lease
               (not less than the time provided to the related lessee under such
               ground lease to cure such default) before the lessor thereunder
               may terminate or cancel such Ground Lease;

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

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

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

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

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

         (xlviii) 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

                                     -100-
<PAGE>

     such Mortgage Loan has the right (subject to the limitations and exceptions
     set forth in paragraph (b)(v) above) to foreclose upon or otherwise
     exercise its rights with respect to such fee interest.

         (xlix) Tax Lot; Utilities. Except as set forth on Schedule III-xlix,
     each related Mortgaged Property constitutes one or more complete separate
     tax lots or is subject to an endorsement under the related title insurance
     policy; and each related Mortgaged Property is served by a public or other
     acceptable water system, a public sewer (or, alternatively, a septic)
     system, and other customary utility facilities.

         (l) Defeasance. If such Mortgage Loan is a Defeasance Loan, the related
     Mortgage Loan documents require the related Mortgagor to pay all reasonable
     costs associated with the defeasance thereof, and either: (A) require the
     prior written consent of, and compliance 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 Mortgage 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
     that part of such Mortgage Loan equal to at least 110% of the allocated
     loan amount of the portion of the Mortgaged Property being released, (3) an
     independent accounting firm (which may be the Mortgagor's independent
     accounting firm) certify that the Defeasance Collateral is sufficient to
     make such payments, (4) the Mortgage Loan be assumed by a successor entity
     designated by the holder of such Mortgage Loan, and (5) counsel provide an
     opinion letter to the effect that the Trustee has a perfected security
     interest in such Defeasance Collateral prior to any other claim or
     interest, or (C) if such Mortgage Loan has a Cut-off Date Balance in excess
     of $15,000,000, provide that the defeasance of such Mortgage Loan is
     subject to rating confirmation by the Rating Agencies.

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

         (lii) Mechanics' and Materialmen's Liens. To the Depositor's knowledge,
     as of origination (A) the related Mortgaged Property is free and clear of
     any and all mechanics' and materialmen's liens that are not bonded or
     escrowed for, and (B) no rights are outstanding that under law could give
     rise to any such lien that would be prior or equal to the lien of the
     related Mortgage. 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.

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

         (liv) Assignment of Leases. Subject only to Permitted Encumbrances, the
     related Assignment of Leases set forth in or separate from the related
     Mortgage and delivered in connection with such Mortgage Loan establishes
     and creates a valid and, subject only to the

                                     -101-
<PAGE>

     exceptions in paragraph (b)(v) above, enforceable first priority lien and
     first priority security interest in the related Mortgagor's right to
     receive payments due under any and all leases, subleases, licenses or other
     agreements pursuant to which any Person is entitled to occupy, use or
     possess all or any portion of the related Mortgaged Property subject to the
     related Mortgage, except that a license may have been granted to the
     related Mortgagor to exercise certain rights and perform certain
     obligations of the lessor under the relevant lease or leases; and each
     assignor thereunder has the full right to assign the same.

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

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

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

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

         (lix) Property Description. If such Mortgage Loan has a Cut-off Date
     Balance in excess of $15,000,000, then the Depositor or the Lehman Mortgage
     Loan Seller has obtained or received (and, in the case of mortgage loans
     with principal balances below $15,000,000, it is the practice of the Lehman
     Mortgage Loan Seller to obtain or receive) an as-built survey, a survey
     recertification, a site plan, a recorded plat or the like with respect to
     each related Mortgaged Property which satisfied, or the Depositor or the
     Lehman Mortgage Loan Seller otherwise satisfied (or, in the case of
     mortgage loans with principal balances below $15,000,000, for the Lehman
     Mortgage Loan Seller to otherwise satisfy), the requirements of the related
     title insurance company for deletion of the standard general exceptions for
     encroachments, boundary and other survey matters and for easements not
     shown by the public records from the related title insurance policy, except
     with respect to any related Mortgaged Property located in a jurisdiction
     (such as the State of Texas where survey title insurance coverage is
     prohibited by law) in which the exception for easements not shown by the
     public records could not be deleted and such standard general exception is
     customarily accepted by prudent commercial mortgage lenders in such
     jurisdiction (and except that, if such Mortgage Loan has a Cut-off Date
     Balance of below $15,000,000, then the Lehman Mortgage Loan Seller may have
     waived its general practices described above).

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

                                     -102-
<PAGE>

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

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

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

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

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

         (c) The representations, warranties and covenants of the Depositor set
forth in Section 2.04(a) and Section 2.04(b) shall survive the execution and
delivery of this Agreement and shall inure to the benefit of the Persons for
whose benefit they were made for so long as the Trust Fund remains in existence.
Upon discovery by any party hereto of any breach of any of such representations,
warranties and covenants, the party discovering such breach shall give prompt
written notice thereof to the other parties.

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

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

                                     -103-
<PAGE>

Certificates, to receive distributions from the proceeds of the Grantor Trust
Assets, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement.

         SECTION 2.06. 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 2.07. 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 2.08. Execution, Authentication and Delivery of Class R-II
                       Certificates; Creation of REMIC II Regular Interests.

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

         SECTION 2.09. 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

                                     -104-
<PAGE>

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 2.10. 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.



                                     -105-
<PAGE>


                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND


         SECTION 3.01. Administration of the Loans.

         (a) All of the Loans and REO Properties (other than the Westfield
Portfolio Mortgage Loan and any Westfield REO Property) are to be serviced and
administered by the Master Servicer and/or the Special Servicer hereunder. Each
of the Master Servicer and the Special Servicer shall service and administer the
Serviced 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 each Companion Loan, on behalf of the
related Companion Loan Noteholder), as determined in the good faith and
reasonable judgment of the Master Servicer or the Special Servicer, as the case
may be, in accordance with: (i) any and all applicable laws; (ii) the express
terms of this Agreement, the respective Serviced Loans and, in the case of the
respective Serviced Loan Pairs, the related Co-Lender and Servicing Agreements;
and (iii) to the extent consistent with the foregoing, the Servicing Standard.
The Master Servicer or the Special Servicer, as applicable in accordance with
this Agreement, shall service and administer each Cross-Collateralized Group as
a single Mortgage Loan as and when necessary and appropriate consistent with the
Servicing Standard. Without limiting the foregoing, and subject to Section 3.21,
(i) the Master Servicer shall service and administer all of the Performing
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
Administered REO Property and shall render such services with respect to the
Performing 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)), Section 6.11A (taking account of Section 6.11A(b)) and Section 6.11B
(taking account of Section 6.11B(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 the servicing and
administration contemplated by Section 3.01(a) that it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name, with respect to each of the
Serviced 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 Companion Loan Noteholders 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)),
Section 6.11A (taking account of Section 6.11A(b)) and Section 6.11B (taking
account of Section 6.11B(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 Serviced 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

                                     -106-
<PAGE>

furnished by the Master Servicer or the Special Servicer that are necessary or
appropriate to enable them to carry out their servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable
for any misuse of any such power of attorney by the Master Servicer or the
Special Servicer. Notwithstanding anything contained herein to the contrary,
neither the Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating the Master Servicer's or Special
Servicer's, as applicable, representative capacity; or (ii) take any action with
the intent to cause, and that actually causes, the Trustee to be registered to
do business in any state.

         (c) The parties hereto acknowledge that each Loan Pair is subject to
the terms and conditions of the related Co-Lender and Servicing Agreement. With
respect to each Loan Pair, the parties hereto recognize the respective rights
and obligations of the "Lenders" under the related Co-Lender and Servicing
Agreement, including with respect to the allocation of collections on or in
respect of such Loan Pair in accordance with Section 4.01 of such Co-Lender and
Servicing Agreement, the making of payments to the "Lenders" in accordance with
Section 4.01 of such Co-Lender and Servicing Agreement and, in the case of a
Serviced Loan Pair, the purchase of the subject Mortgage Loan by the related
Companion Loan Noteholder or its designee in accordance with either Section 3.03
of the 400 Atlantic Street Co-Lender and Servicing Agreement or Section 4.03 of
the Fashion Valley Co-Lender and Servicing Agreement, as applicable.

         The parties hereto further acknowledge that, pursuant to the Westfield
Portfolio Co-Lender and Servicing Agreement, (i) the Westfield Portfolio Loan
Pair is to be serviced and administered by the Westfield Portfolio Servicers in
accordance with the Westfield Portfolio Servicing Agreement, and (ii) in the
event that (A) the Westfield Portfolio Non-Trust Loan is no longer part of the
trust fund for the Westfield Portfolio Other Securitization or (B) the Westfield
Portfolio Non-Trust Loan is paid in full, then, as set forth in Section 3.01 of
the Westfield Portfolio Co-Lender and Servicing Agreement, the servicing and
administration of the Westfield Portfolio Loan Pair is to be governed by the
Westfield Portfolio Co-Lender and Servicing Agreement with the Westfield
Portfolio Master Servicer continuing to act in such capacity thereunder, and, as
set forth in Section 3.24 of the Westfield Portfolio Co-Lender and Servicing
Agreement, the Westfield Portfolio Non-Trust Loan Noteholder shall have the
right to designate a special servicer with respect to the Westfield Portfolio
Loan Pair in the event of a Servicing Transfer Event thereunder.

         In the event that neither the Fashion Valley Mall Mortgage Loan nor any
related REO Property shall be part of the Trust Fund and the servicing and
administration of the Fashion Valley Mall Loan Pair is to be governed by the
related Co-Lender and Servicing Agreement and not by this Agreement, as
contemplated by Section 3.01 of the related Co-Lender and Servicing Agreement,
the Master Servicer and, if the Fashion Valley Mall Loan Pair is then being
specially serviced hereunder, the Special Servicer, shall continue to act in
such capacities under the Fashion Valley Mall Co-Lender and Servicing Agreement.

         In the event that neither the 400 Atlantic Street Mortgage Loan nor any
related REO Property shall be part of the Trust Fund and the servicing and
administration of the 400 Atlantic Street Loan Pair is to be governed by a
separate servicing agreement and not by this Agreement, as contemplated by
Section 3.01 of the 400 Atlantic Street Co-Lender and Servicing Agreement, the
Master Servicer and, if the 400 Atlantic Street Loan Pair is then being
specially serviced hereunder, the Special Servicer, shall continue to act in
such capacities under such separate servicing agreement, which agreement shall
be

                                     -107-
<PAGE>

reasonably acceptable to the Master Servicer and/or the Special Servicer, as the
case may be, and shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except for the fact
that the 400 Atlantic Street Loan Pair and the related Mortgaged Property shall
be the sole assets servicing and administered thereunder and the sole source of
funds thereunder. Prior to the 400 Atlantic Street Loan Pair being serviced
under any separate servicing agreement, each Rating Agency shall have provided
written confirmation that the servicing of such Loan Pair under such agreement
would not result in an Adverse Rating Event with respect to any class of related
Companion Loan Securities rated by such Rating Agency. If, at such time as
neither the 400 Atlantic Street Mortgage Loan nor any related REO Property shall
be part of the Trust Fund, a separate servicing agreement with respect to the
400 Atlantic Street Loan Pair has not been entered into or the rating
confirmation referred to in the prior sentence has not been obtained, and
notwithstanding that neither the 400 Atlantic Street Mortgage Loan nor any
related REO Property is part of the Trust Fund, the Master Servicer and, if
applicable, the Special Servicer shall continue to service and administer the
400 Atlantic Street Loan Pair and/or any related REO Property under this
Agreement as if it were a separate servicing agreement, with: (i) the 400
Atlantic Street Loan Pair and the related Mortgaged Property constituting the
sole assets thereunder, for the benefit of the "Lenders" under the 400 Atlantic
Street Co-Lender and Servicing Agreement; and (ii) references to the "Trustee",
"Certificateholders" and the "Controlling Class Representative" being construed
to refer to the new "Note A Lender" under the 400 Atlantic Street Co-Lender and
Servicing Agreement.

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

         SECTION 3.02. Collection of 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 Serviced 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 (other than the Westfield Portfolio Mortgage Loan) is, in
the good faith and reasonable judgment of the Special Servicer, necessary,
appropriate and consistent with the Servicing Standard or (ii) all other amounts
due under such ARD Loan (other than the Westfield Portfolio Mortgage Loan) have
been paid, the payment of such Additional Interest has not been forgiven in
accordance with Section 3.20 and, in the good faith and reasonable judgment of
the Special Servicer, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated interest accrued on
Advances. The Special Servicer shall ensure that, with respect to Specially
Serviced Loans, the Mortgagors make payments directly to the Master Servicer;
provided that, in the event the Special Servicer receives a payment that should
have been made directly to the Master Servicer, the Special Servicer shall
promptly forward such payment to the Master Servicer. Upon receipt of any such
payment with respect to a Specially Serviced 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

                                     -108-
<PAGE>

foregoing, the Special Servicer, with regard to a Specially Serviced Loan, or
the Master Servicer, with regard to a Performing Serviced Loan, may waive or
defer any Default Charges in connection with collecting any late payment on a
Serviced Loan; provided that without the consent of the Special Servicer in the
case of a proposed waiver by the Master Servicer, no such waiver or deferral may
be made by the Master Servicer pursuant to this Section 3.02 if any Advance has
been made as to such delinquent payment.

         (b) All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions or to the
extent that such payments and other collections may be applied at the discretion
of the lender, on a pro rata basis in accordance with the respective amounts
then "due and owing" as to each such Mortgage Loan. Except in the case of the
Westfield Portfolio Mortgage Loan, the Fashion Valley Mall Loan Pair and the 400
Atlantic Street Loan Pair, amounts Received by the Trust in respect of or
allocable to any particular Mortgage Loan (whether or not such Mortgage Loan
constitutes part of a Cross-Collateralized Group) in the form of payments from
Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds
shall be applied to amounts due and owing 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 Interest; third, as a recovery of principal of such
Mortgage Loan then due and owing, including by reason of acceleration of the
Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); fourth, unless a
Liquidation Event has occurred with respect to such Mortgage Loan, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums (including
premiums on any Environmental Insurance Policy), ground rents (if applicable)
and similar items; fifth, unless a Liquidation Event has occurred with respect
to such Mortgage Loan, as a recovery of Reserve Funds to the extent then
required to be held in escrow; sixth, as a recovery of any Prepayment Premium or
Yield Maintenance Charge then due and owing under such Mortgage Loan; 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 Received by the Trust with respect to either the
Fashion Valley Mall Loan Pair or the 400 Atlantic Street Loan Pair shall be
applied to amounts due and owing under such Loan Pair (including for principal
and accrued and unpaid interest) in accordance with the express provisions of
the

                                     -109-
<PAGE>

related Mortgage Notes, the related Mortgage, the related loan agreement, if
any, and the related Co-Lender and Servicing Agreement. Amounts Received by the
Trust with respect to the Westfield Portfolio Mortgage Loan or any related REO
Mortgage Loan shall be allocated among interest (other than Additional
Interest), principal, Yield Maintenance Charges and Additional Interest due
thereon consistent with the remittances under Section 4.01 of the related
Co-Lender and Servicing Agreement and the related loan documents and consistent
with the allocation of any such amounts set forth in any distribution date
statement or servicer report with respect to the Westfield Portfolio Mortgage
Loan.

         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 Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan and the
400 Atlantic Street 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, as to each of the Fashion
Valley Mall Loan Pair and the 400 Atlantic Street Loan Pair, establish and
maintain one or more accounts (the "Fashion Valley Mall Servicing Accounts" and
the "400 Atlantic Street Servicing Accounts", respectively), 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 Loan or, in the
case of clauses (iv) and (v) below, to the extent of interest or other income
earned on such amounts) only for the following purposes: (i) consistent with the
related loan documents, to effect the payment of real estate taxes, assessments,
insurance premiums (including premiums on any Environmental Insurance Policy),
ground rents (if applicable) and comparable items in respect of the respective
Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a
late payment that was intended to cover an item described in the immediately
preceding clause (i) for which a Servicing Advance was made, to reimburse the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums
as may be determined to be overages; (iv) to pay interest, if required and as
described below, to Mortgagors on balances in such Servicing Account; (v) to pay
the Master Servicer interest and investment income on balances in such Servicing
Account as described in Section 3.06(b), if and to the extent not required by
law or the terms of the related loan documents to be paid to the Mortgagor; or
(vi) to clear and terminate such Servicing Account at the termination of this
Agreement in accordance with Section 9.01. To the extent permitted by law or the
applicable loan documents, funds in the Servicing Accounts may be invested only
in Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the Mortgagors interest, if
any, earned on the investment of funds in the related Servicing Accounts, if
required by law or the terms of the related 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 Serviced Loan, (i)
maintain accurate records with respect to the related Mortgaged Property
reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof and (ii) use reasonable efforts to
obtain, from time to time, all bills for (or otherwise confirm) the payment of
such items (including renewal premiums) and, if the subject Serviced Loan
requires the related Mortgagor to escrow for such items,

                                     -110-
<PAGE>

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 Serviced Loan or Serviced Loan Pair, as applicable (or, if such
Serviced Loan or Serviced 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 Serviced Loan, make
a Servicing Advance with respect to the related Mortgaged Property in an amount
equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and further as provided in Section 3.05(a) 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 Serviced 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 Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan and the
400 Atlantic Street 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, as to each of
the Fashion Valley Mall Loan Pair and the 400 Atlantic Street Loan Pair,
establish and maintain one or more accounts (the "Fashion Valley Mall Reserve
Accounts" and the "400 Atlantic Street Reserve Accounts", respectively) 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.

                                     -111-
<PAGE>

         SECTION 3.04. Pool Custodial Account, Defeasance Deposit Account,
Collection Account and Interest Reserve 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 (viii) below (which shall not include
any amounts allocable to the Westfield Portfolio Mortgage Loan or either
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 Serviced Mortgage Loans)
or as otherwise required hereunder, the following payments and collections
received or made by the Master Servicer or on its behalf subsequent to the
Cut-off Date (other than in respect of principal and interest on the Serviced
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 Serviced 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 Serviced 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 Serviced Mortgage Loan;

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

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

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

                                     -112-
<PAGE>

provided that any amounts described in clauses (i) through (iv) and (vi) through
(viii) above that relate to the Fashion Valley Mall Mortgage Loan, the 400
Atlantic Street Mortgage Loan or any related REO Property (other than
Liquidation Proceeds derived from the sale of the Fashion Valley Mall Mortgage
Loan or the 400 Atlantic Street Mortgage Loan, as the case may be, to or through
the related Companion Loan Noteholder pursuant to the related Co-Lender and
Servicing Agreement or as a Specially Serviced Mortgage Loan pursuant to Section
3.18) shall be deposited in the related Loan Pair Custodial Account, and, in any
such case, shall thereafter be transferred to the Pool Custodial Account as
provided in Section 3.05A; and provided, further, that any amounts described in
clauses (i) through (iv) above that relate to the Westfield Portfolio Mortgage
Loan or any related REO Property shall be deposited in the Collection Account by
the Trustee upon receipt by the Trustee from the Westfield Portfolio Servicer as
provided in Section 3.04(b).

         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 (viii) above with respect to any Mortgage Loan (other than the
Westfield Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan and the
400 Atlantic Street Mortgage Loan), the Special Servicer shall promptly, but in
no event later than two Business Days after receipt, remit such amounts to the
Master Servicer for deposit into the 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 a 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).

                                     -113-
<PAGE>

         If and when any Mortgagor under a Defeasance Loan elects to defease all
or any part of its Loan (other than the Westfield Portfolio Mortgage Loan) and,
pursuant to the provisions of the related loan documents, delivers cash to the
Master Servicer to purchase the required Defeasance Collateral, the Master
Servicer shall establish and maintain one or more separate segregated accounts
(collectively, the "Defeasance Deposit Account"), in which the Master Servicer
shall deposit such cash within one Business Day of receipt by the Master
Servicer. The Master Servicer shall retain such cash in the Defeasance Deposit
Account pending its prompt application to purchase Defeasance Collateral. The
Master Servicer shall hold such cash and maintain the Defeasance Deposit Account
on behalf of the Trustee and, in the case of a Serviced Loan Pair, the
applicable Companion Loan Noteholder, to secure payment on the related
Defeasance Loan. The Defeasance Deposit Account shall be an 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. Each account that constitutes the Collection Account
shall be an Eligible Account. The Trustee shall establish and maintain, on a
book-entry basis, the Class V Sub-Account, which sub-account shall be deemed to
be held in trust for the benefit of the Holders of the Class V Certificates. The
Master Servicer shall deliver to the Trustee each month on or before the Master
Servicer Remittance Date therein, for deposit in the Collection Account, an
aggregate amount of immediately available funds equal to the Master Servicer
Remittance Amount for such Master Servicer Remittance Date, together with, in
the case of the final Distribution Date, any additional amounts contemplated by
the second paragraph of Section 9.01. Immediately upon deposit of the Master
Servicer Remittance Amount for any Master Servicer Remittance Date into the
Collection Account, any portion thereof that represents Additional Interest
shall be deemed to have been deposited into the Class V Sub-Account.

         In addition, the Master Servicer shall, as and when required hereunder,
deliver to the Trustee (without duplication) for deposit in the Collection
Account:

         (i) any P&I Advances required to be made by the Master Servicer in
     accordance with Section 4.03(a); and

         (ii) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.19(a) in connection with Prepayment Interest
     Shortfalls.

         The Trustee shall, upon receipt, deposit in the Collection Account any
and all amounts received by it that are required by the terms of this Agreement
to be deposited therein. In addition, the Trustee shall, upon receipt thereof,
deposit in the Collection Account all amounts received by it with respect to the
Westfield Portfolio Mortgage Loan or any related REO Property from the Westfield
Portfolio Master Servicer, pursuant to the Westfield Portfolio Servicing
Agreement, or from the UBS Mortgage Loan Seller, in connection with a repurchase
of such Mortgage Loan or REO Property, pursuant to the UBS Mortgage Loan
Purchase Agreement.

         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

                                     -114-
<PAGE>

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 2003), the Trustee shall transfer from the Interest Reserve
Account to the Collection Account all Interest Reserve Amounts then on deposit
in the Interest Reserve Account with respect to the Mortgage Loans and any REO
Mortgage Loans.

         (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
with respect to each Mortgage Loan and REO Mortgage Loan, an amount equal to the
Interest Reserve Amount, if any, in respect of such Mortgage Loan or REO
Mortgage Loan, as the case may be, for such Distribution Date.

         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) 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 and the Interest Reserve 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 and
the Interest Reserve 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 and the Interest Reserve Account prior to any change thereof.

         SECTION 3.04A. Loan Pair Custodial Accounts.

         (a) The Master Servicer shall establish and maintain, with respect to
each of the Fashion Valley Mall Loan Pair and the 400 Atlantic Street Loan Pair,
one or more separate accounts (the "Fashion Valley Mall Custodial Account" and
the "400 Atlantic Street Custodial Account", respectively) 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 particular Loan
Pair, as their interests may appear. Each Loan Pair Custodial Account shall be
an Eligible Account. The Master Servicer shall, with respect to each of the
Fashion Valley Mall Loan Pair and the 400 Atlantic Street

                                     -115-
<PAGE>

Loan Pair, deposit or cause to be deposited in the related Loan Pair Custodial
Account for each Loan Pair, within one Business Day of receipt (in the case of
payments or other collections on such 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 such Loan Pair due and payable on or before the
Cut-off Date, which payments shall be held pursuant to the terms of the
applicable Co-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 such 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 such 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 such Loan Pair;

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received in respect of such Loan Pair (other than Liquidation
     Proceeds derived from the sale of the Mortgage Loan in such Loan Pair to or
     through the related Companion Loan Noteholder pursuant to the related
     Co-Lender and Servicing Agreement or as a Specially Serviced 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 related Loan Pair 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 such Loan Pair resulting from a deductible clause in a blanket
     hazard policy;

         (vii) any amounts required to be transferred from the related 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 such 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 such Loan Pair in accordance with Section 4.03A or Section
     4.03B, as applicable.

         The foregoing requirements for deposit in a Loan Pair Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from the
related Mortgagor in respect of either Serviced Loan Pair in the nature of
Escrow Payments, Reserve Funds, assumption fees,

                                     -116-
<PAGE>

assumption application fees, funds representing such 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 related Loan Pair Custodial Account. If the Master Servicer
shall deposit into a Loan Pair Custodial Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Loan Pair
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 either Serviced Loan Pair, to which the Special Servicer is entitled pursuant
to such section, upon receipt of a written statement 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). Each of the Loan
Pair Custodial Accounts 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 either Serviced Loan Pair, the Special
Servicer shall promptly, but in no event later than two Business Days after
receipt, remit such amounts to the Master Servicer for deposit into the related
Loan Pair 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 either Serviced Loan Pair shall
initially be deposited by the Special Servicer into the related REO Account and
thereafter remitted to the Master Servicer for deposit into the related Loan
Pair Custodial Account, all in accordance with Section 3.16(c).

         (b) If and when the related Mortgagor elects to defease a Serviced 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 related
Companion Loan Noteholder and the Special Servicer of the location of each Loan
Pair Custodial Account when first established and of the new location of such
Custodial Account prior to any change thereof.

         SECTION 3.05. Permitted Withdrawals From the Pool Custodial Account,
                       the Collection Account and the Interest Reserve 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):

                                     -117-
<PAGE>

         (i) to remit to the Trustee for deposit in the Collection Account the
     amounts required to be so deposited pursuant to the first paragraph of
     Section 3.04(b), and any amounts that may be applied to make P&I Advances
     pursuant to Section 4.03(a);

         (ii) to reimburse the Fiscal Agent, the Trustee and itself, in that
     order, for unreimbursed P&I Advances made thereby with respect to the
     Mortgage Pool (exclusive of the Westfield Portfolio Mortgage Loan, the
     Fashion Valley Mall Mortgage Loan, the 400 Atlantic Street Mortgage Loan
     and any related REO Mortgage Loans), the Fiscal Agent's, the Trustee's and
     Master Servicer's, as the case may be, respective rights to reimbursement
     pursuant to this clause (ii) with respect to any such P&I Advance being
     limited to amounts that represent Late Collections of interest and
     principal (net of the related Master Servicing Fees and any related Workout
     Fees or Liquidation Fees) received in respect of the particular Mortgage
     Loan or REO Mortgage Loan as to which such P&I Advance was made;

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
     respect to the Mortgage Pool (exclusive of the Westfield Portfolio Mortgage
     Loan, the Fashion Valley Mall Mortgage Loan, the 400 Atlantic Street
     Mortgage Loan and any related REO Mortgage Loans), the Master Servicer's
     right to payment pursuant to this clause (iii) with respect to any such
     Master Servicing Fees being limited to amounts allocable as a recovery of
     interest on or in respect of the Mortgage Loan or REO Mortgage Loan as to
     which such Master Servicing Fees were earned;

         (iv) to pay (A) to the Special Servicer, out of general collections on
     the Mortgage Pool on deposit in the Pool Custodial Account, earned and
     unpaid Special Servicing Fees in respect of each Specially Serviced
     Mortgage Loan and REO Mortgage Loan (other than, if applicable, the
     Westfield Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan,
     the 400 Atlantic Street Mortgage Loan and/or any related REO Mortgage
     Loans) and (B) to itself, out of general collections on the Mortgage Pool
     on deposit in the Pool Custodial Account, any Master Servicing Fee earned
     in respect of any Mortgage Loan or REO Mortgage Loan (other than the
     Westfield Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan,
     the 400 Atlantic Street Mortgage Loan and/or any related REO Mortgage
     Loans) 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 with such Final Recovery Determination;

         (v) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees
     in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage
     Loan and/or REO Mortgage Loan (other than, if applicable, the Westfield
     Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan, the 400
     Atlantic Street Mortgage Loan and/or any related REO Mortgage Loans), as
     applicable, in the amounts and from the sources specified in Section
     3.11(c);

         (vi) to reimburse the Fiscal Agent, the Trustee, itself and the Special
     Servicer, in that order, for any unreimbursed Servicing Advances made
     thereby with respect to any Mortgage Loan or REO Property (other than the
     Westfield Portfolio Mortgage Loan, the Fashion Valley Mall Mortgage Loan,
     the 400 Atlantic Street Mortgage Loan and/or any related REO Properties),
     the Fiscal Agent's, the Trustee's, the Master Servicer's and the Special
     Servicer's

                                     -118-
<PAGE>

     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),
     Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
     received in respect of the particular Mortgage Loan or REO Property as to
     which such Servicing Advance was made;

         (vii) to reimburse the Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, out of general collections on the Mortgage
     Pool on deposit in the Pool Custodial Account, for any unreimbursed
     Advances (other than unreimbursed P&I Advances with respect a 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), 4.03(d), 4.03A(d) or 4.03B(d), as applicable, on any
     Advance made thereby with respect to the Mortgage Pool (exclusive of the
     Fashion Valley Mall Mortgage Loan, the 400 Atlantic Street Mortgage Loan
     and any related REO Mortgage Loans), the Fiscal Agent's, the Trustee's, the
     Master Servicer's and the Special Servicer's respective rights to payment
     pursuant to this clause (viii) with respect to interest on any such Advance
     being limited to Default Charges collected on or in respect of the Mortgage
     Pool during the Collection Period in which such Advance is reimbursed, as
     and to the extent contemplated by Sections 3.26(a) and (b);

         (ix) to pay, out of general collections on the Mortgage Pool on deposit
     in the Pool Custodial Account, the Fiscal Agent, the Trustee, itself and
     the Special Servicer, in that order, any interest accrued and payable in
     accordance with Section 3.11(g), 4.03(d), 4.03A(d) or 4.03B(d), as
     applicable, on any Advance made thereby with respect to the Mortgage Pool,
     but only to the extent that such Advance has been reimbursed and the
     interest thereon is not otherwise payable as contemplated by the
     immediately preceding clause (viii), Section 3.05A or Section 3.05(b), as
     applicable;

         (x) to pay, out of Default Charges collected on or in respect of the
     Mortgage Pool and not otherwise applied as contemplated by clause (viii)
     above, any unpaid expense (other than interest accrued on Advances, which
     is payable pursuant to clause (viii) above, and other than Special
     Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to
     any Mortgage Loan or REO Mortgage Loan that, if paid from a source other
     than Default Charges, would constitute an Additional Trust Fund Expense, as
     and to the extent contemplated by Sections 3.26(a) and (b);

         (xi) to pay, out of general collections on the Mortgage Pool on deposit
     in the Pool Custodial Account, for (A) costs and expenses incurred by the
     Trust Fund pursuant to Section 3.09(c) (other than the costs of
     environmental testing, which are to be covered by, and reimbursable as, a
     Servicing Advance), (B) the cost of an independent appraiser or other
     expert in real estate matters retained pursuant to Sections 3.11(h),
     3.18(g), or 4.03(c), and (C) the fees of any Independent Contractor
     retained with respect to any related REO Property pursuant to Section
     3.17(d) (to the extent that it has not paid itself such fees prior to
     remitting collections on such REO Property to the Special Servicer);
     provided that, in the case of the Fashion Valley Mall

                                     -119-
<PAGE>

     Mortgaged Property or the 400 Atlantic Street Mortgaged Property, such
     payment pursuant to this clause (xi) is to be made only to the extent that
     it would not ultimately be payable out of collections on or in respect of
     the related Loan Pair;

         (xii) to pay itself, as additional servicing compensation in accordance
     with Section 3.11(b), (A) interest and investment income earned in respect
     of amounts held in the 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) Prepayment
     Interest Excesses collected on the Mortgage Pool (exclusive of the Fashion
     Valley Mall Mortgage Loan and the 400 Atlantic Street Mortgage Loan, but
     inclusive of any Prepayment Interest Excesses deposited by the Trustee with
     respect to the Westfield Portfolio Mortgage Loan pursuant to Section
     3.05(b)(viii)) and (C) Net Default Charges actually collected that accrued
     in respect of Mortgage Loans (other than the Westfield Portfolio Mortgage
     Loan, the Fashion Valley Mall Mortgage Loan and the 400 Atlantic Street
     Mortgage Loan) 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 actually collected
     that accrued in respect of Specially Serviced Mortgage Loans and REO
     Mortgage Loans (other than the Westfield Portfolio Mortgage Loan, the
     Fashion Valley Mall Mortgage Loan, the 400 Atlantic Street Mortgage Loan
     and/or any related REO Mortgage Loans);

         (xiii) to pay itself, the Special Servicer, the Depositor, or any of
     their respective members, managers, directors, officers, employees and
     agents, as the case may be, out of general collections on the Mortgage Pool
     on deposit in the Pool Custodial Account, any amounts payable to any such
     Person pursuant to Section 6.03; provided that such payment does not relate
     solely to a Companion Loan;

         (xiv) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, for (A) the cost of the Opinion of
     Counsel contemplated by Section 11.02(a), (B) the cost of an Opinion of
     Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any
     amendment to this Agreement requested by the Master Servicer or the Special
     Servicer that protects or is in furtherance of the rights and interests of
     Certificateholders, and (C) the cost of recording this Agreement in
     accordance with Section 11.02(a);

         (xv) to pay itself, the Special Servicer, the Depositor, any
     Controlling Class Certificateholder or any other Person, as the case may
     be, with respect to each Mortgage Loan, if any, previously purchased by
     such Person pursuant to this Agreement, all amounts received thereon
     subsequent to the date of purchase that have been deposited in the Pool
     Custodial Account;

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

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

                                     -120-
<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 (xvi) 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 such payment to the Special Servicer, the
Trustee (for example, the Trustee Fee) or the Fiscal Agent, as the case may be,
is clearly required pursuant to this Agreement, in which case a written
statement is not required). The Master Servicer may rely conclusively on any
such written statement and shall have no duty to re-calculate the amounts stated
therein.

         The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan 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 (A) the Trustee, the Fiscal Agent or any of their
     respective directors, officers, employees and agents, as the case may be,
     out of general collections on the Mortgage Pool on deposit in the
     Collection Account, any amounts payable or reimbursable to any such Person
     pursuant to Section 7.01(b) and/or Section 8.05, as applicable, and (B) as
     and when contemplated by Section 8.08, the cost of the Trustee's
     transferring Mortgage Files and other documents to a successor after being
     terminated by Certificateholders pursuant to Section 8.07(c) without cause;

         (iii) to pay, out of general collections on the Mortgage Pool on
     deposit in the Collection Account, for the cost of the Opinions of Counsel
     sought by the Trustee or the Tax Administrator (A) as provided in clause
     (v) of the definition of "Disqualified Organization", (B) as contemplated
     by Sections 10.01(i) and 10.02(e), or (C) as contemplated by Section
     11.01(a) or 11.01(c) in connection with any amendment to this Agreement
     requested by the Trustee which amendment is in furtherance of the rights
     and interests of Certificateholders;

         (iv) to pay, out of general collections on the Mortgage Pool on deposit
     in the Collection Account, any and all federal, state and local taxes
     imposed on any of the REMICs created hereunder or on the assets or
     transactions of any such REMIC, together with all incidental costs and
     expenses, to the extent none of the Depositor, the Trustee, the Tax

                                     -121-
<PAGE>

     Administrator, the Master Servicer or the Special Servicer is liable
     therefor pursuant to Section 10.01(j) or Section 10.02(f);

         (v) to pay the Tax Administrator, out of general collections on the
     Mortgage Pool on deposit in the Collection Account, any amounts
     reimbursable to it pursuant to Section 10.01(f) or Section 10.02(b);

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

         (vii) to reimburse the Fiscal Agent and the Trustee, in that order, for
     unreimbursed P&I Advances made thereby with respect to the Westfield
     Portfolio Mortgage Loan or any related REO Mortgage Loan, the Fiscal
     Agent's and the Trustee's, as the case may be, respective rights to
     reimbursement pursuant to this clause (vii) with respect to any such P&I
     Advance being limited to amounts that represent Late Collections of
     interest and principal received in respect of such Mortgage Loan or REO
     Mortgage Loan;

         (viii) to transfer to the Pool Custodial Account, any Prepayment
     Interest Excesses collected with respect to the Westfield Portfolio
     Mortgage Loan;

         (ix) to transfer Interest Reserve Amounts in respect of the Mortgage
     Pool to the Interest Reserve Account as and when required by Section
     3.04(c); and

         (x) 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 2003), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Collection Account all Interest Reserve Amounts that have been
deposited in the Interest Reserve Account in respect of the Mortgage Pool during
January and/or February of the same year in accordance with Section 3.04(c).

         SECTION 3.05A. Permitted Withdrawals From the Loan Pair Custodial
                        Accounts.

         The Master Servicer may, from time to time, make withdrawals from a
Loan Pair 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 Master Servicer Remittance Date to the
     related Companion Loan Noteholder and to the Trust in accordance with
     Section 4.01 of the related 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 Fashion Valley Mall Fiscal Agent or the 400 Atlantic Street Fiscal
     Agent, as applicable, fourth, the Fashion Valley Mall Trustee or the 400
     Atlantic Street Trustee, as applicable, and last, itself, in that order,
     for unreimbursed P&I Advances made by such party (with its own funds) with
     respect to the related Loan Pair, any such party's rights to reimbursement
     pursuant to this clause (ii) with

                                     -122-
<PAGE>

     respect to any such 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 (as allocable thereto pursuant to the
     related loan documents and the applicable Co-Lender and Servicing
     Agreement) in the related Loan Pair as to which such P&I Advance was made;

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
     respect to the related Loan Pair (or any successor REO Loans), the Master
     Servicer's respective rights to payment pursuant to this clause (iii) with
     respect to either Loan (or any successor REO Loan) in such 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 Fashion Valley Mall Fiscal Agent or the 400 Atlantic Street Fiscal
     Agent, as applicable, fourth, the Fashion Valley Mall Trustee or the 400
     Atlantic Street Trustee, as applicable, and last, itself, in that order,
     for any unreimbursed P&I Advances made by such party (with its own funds)
     with respect to the related 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 such P&I Advance being limited to
     amounts received in respect of the particular Loan (as allocable thereto
     pursuant to the related loan documents and the respective Co-Lender and
     Servicing Agreement) in the related 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 related Loan Pair while either Loan in such 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 related 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 Fashion Valley Mall Fiscal Agent or the 400 Atlantic Street Fiscal
     Agent, as applicable, fourth, the Fashion Valley Mall Trustee or the 400
     Atlantic Street Trustee, as applicable, fifth, itself and, last, the
     Special Servicer, in that order, for any unreimbursed Servicing Advances
     made thereby with respect to the related 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), Condemnation Proceeds, Insurance Proceeds and, if applicable,
     REO Revenues received in respect of the particular Mortgage Loan or REO
     Property as to which such Servicing Advance was made;

         (viii) to pay first, the Fiscal Agent, second, the Trustee, third, the
     Fashion Valley Mall Fiscal Agent or the 400 Atlantic Street Fiscal Agent,
     as applicable, fourth, the Fashion Valley Mall Trustee or the 400 Atlantic
     Street Trustee, as applicable, fifth, itself and, last, the Special
     Servicer, in that order, any interest accrued on any Advance made thereby
     with respect to either Loan in the related Loan Pair or with respect to the
     related Mortgaged 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) first, out of Default Charges collected
     on or in respect of the Companion Loan in the related Loan Pair during the
     same Collection Period in which such Advance is reimbursed, as and to the
     extent contemplated by Section 3.26(c), (B) second, out of Default Charges
     collected on or

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     in respect of the Mortgage Loan in the related Loan Pair during the same
     Collection Period in which such Advance is reimbursed, as and to the extent
     contemplated by Sections 3.26(a) and (b) and (C) third, to the extent that
     the Default Charges described in the immediately preceding clauses (A) and
     (B) are insufficient, but only if such Advance is being reimbursed at the
     same time or if such Advance has been previously reimbursed, out of any
     other collections on or in respect of the related Loan Pair; provided that
     interest on P&I Advances made with respect to the Companion Loan in the
     related Loan Pair may be paid solely pursuant to clauses (A) and (C) above,
     from Default Charges or other collections received on or in respect of that
     particular Companion Loan;

         (ix) to pay for (A) costs and expenses incurred with respect to the
     related 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 related Mortgaged Property pursuant to Section
     3.11(h), 4.03A(c) or 4.03B(c), as applicable, 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 such Loan Pair Custodial Account as provided in Section
     3.06(b), but only to the extent of the Net Investment Earnings with respect
     to such Loan Pair Custodial Account for any Collection Period and (B) Net
     Default Charges actually collected that accrued in respect of the related
     Companion Loan during a period that it was not a Specially Serviced Loan
     and the related Mortgaged Property was not an REO Property; and to pay the
     Special Servicer, as additional special servicing compensation in
     accordance with Section 3.11(d), Net Default Charges actually collected
     that accrued in respect of the related Companion Loan during a period that
     it was a Specially Serviced Loan or the related Mortgaged Property was an
     REO Property;

         (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 related Loan Pair;

         (xii) to pay for the cost of recording the related 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);

         (xiii) to transfer to the Pool Custodial Account all amounts
     representing Default Charges actually collected that accrued in respect of
     the Mortgage Loan or any successor REO Mortgage Loan in the related Loan
     Pair, to the extent such Default Charges were not applied to offset
     interest on Advances pursuant to clause (viii)(B) above (to be applied in
     accordance with Sections 3.26(a) and (b)); and

                                     -124-
<PAGE>

         (xiv) to clear and terminate such Loan Pair 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 a Loan Pair Custodial Account, pursuant
to clauses (ii) through (xiii) 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 Fashion
Valley Mall Fiscal Agent, the 400 Atlantic Street Fiscal Agent, the Fashion
Valley Mall Trustee, the 400 Atlantic Street Trustee, the Trustee and the Fiscal
Agent, as applicable, from the related Loan Pair 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 Fashion Valley Mall Fiscal Agent, the 400 Atlantic
Street Fiscal Agent, the Fashion Valley Mall Trustee, the 400 Atlantic Street
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 Fashion Valley Mall Fiscal Agent, the 400 Atlantic Street Fiscal Agent, the
Fashion Valley Mall Trustee, the 400 Atlantic Street Trustee, the Trustee or the
Fiscal Agent, as the case may be, is entitled (unless such payment to the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, is
clearly required pursuant to this Agreement, in which case a written statement
is not required). The Master Servicer may rely conclusively on any such written
statement and shall have no duty to re-calculate the amounts stated therein. The
parties seeking payment pursuant to this section shall each keep and maintain
separate accounting for the purpose of justifying any request for withdrawal
from the related Loan Pair 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 and the Interest Reserve 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 a Serviced Loan
Pair, the related 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 a Serviced Loan Pair, the related Companion Loan Noteholder,
shall (and the Trustee hereby designates

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<PAGE>

the Master Servicer and the Special Servicer, as applicable, as the Person that
shall) (i) be the "entitlement holder" of any Permitted Investment that is a
"security entitlement" and (ii) maintain "control" of any Permitted Investment
that is a "certificated security", "uncertificated security" or "deposit
account". For purposes of this Section 3.06(a), (i) the terms "entitlement
holder", "security entitlement", "control" (except with respect to deposit
accounts), "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
the terms "control" (with respect to deposit accounts) and "deposit account"
shall have the meanings given such terms in Revised Article 9 (1998 Revision) of
the UCC, and (ii) "control" of any Permitted Investment in any Investment
Account by the Master Servicer or the Special Servicer shall constitute
"control" by a Person designated by, and acting on behalf of, the Trustee and,
in the case of any Investment Account solely related to a Serviced Loan Pair,
the related Companion Loan Noteholder, for purposes of Revised Article 8 (1994
Revision) of the UCC or Revised Article 9 (1998 Revision) of the UCC, as
applicable. If amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Custodial Accounts, the Servicing Accounts, the Reserve Accounts
and the Defeasance Deposit 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

                                     -126-
<PAGE>

be required under this Agreement to deposit any loss on a deposit of funds in an
Investment Account if such loss is incurred solely as a result of the insolvency
of the federal or state chartered depository institution or trust company with
which such deposit was maintained so long as such depository institution or
trust company satisfied the conditions set forth in the definition of "Eligible
Account" at the time such deposit was made and also as of a date no earlier than
30 days prior to the insolvency.

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

         (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount and the Master Servicer Remittance Amount,
the amounts so invested shall be deemed to remain on deposit in such Investment
Account.

         SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions
                       and Fidelity Coverage; Environmental Insurance.

         (a) The Master Servicer shall, consistent with the Servicing Standard,
cause to be maintained for each Mortgaged Property (other than the Westfield
Portfolio Mortgaged Properties) that is not an REO Property, all insurance
coverage as is required under the related Mortgage (except to the extent that
the failure to maintain such insurance coverage is an Acceptable Insurance
Default); provided that, if and to the extent that any such Mortgage permits the
holder thereof any discretion (by way of consent, approval or otherwise) as to
the insurance coverage that the related Mortgagor is required to maintain, the
Master Servicer or Special Servicer, as the case may be, shall exercise such
discretion in a manner consistent with the Servicing Standard; and provided,
further, that, if and to the extent that a Mortgage so permits, the Master
Servicer or Special Servicer, as the case may be, shall use reasonable best
efforts to require the related Mortgagor to obtain the required insurance
coverage from Qualified Insurers that have a "claims paying ability" or
"financial strength" rating, as applicable, of at least "A" from S&P and "Aa3"
from 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); and provided, further, that the Master Servicer shall cause to be
maintained for any such Mortgaged Property any such insurance that the related
Mortgagor is required but fails to maintain, only to the extent that the Trust
has an insurable interest, and such insurance is available at a commercially
reasonable rate (or, in the case of all-risk insurance or other insurance that
covers acts of terrorism, the Trust has an insurable interest and either such
insurance is available at a commercially reasonable rate or the subject hazards
are at the time commonly insured against by prudent owners of properties similar
to the Mortgaged Property located in or around the region in which such
Mortgaged Property is located). Any Controlling Class Certificateholder may
request that earthquake insurance be secured for one or more Mortgaged
Properties by the related Mortgagor, to the extent such insurance may reasonably
be obtained and provided the related loan documents and applicable law give the
mortgagee the right to request such insurance coverage and such loan documents
require the Mortgagor to obtain earthquake insurance at the request of the
mortgagee. The related Companion Loan Noteholder may request that earthquake
insurance, to the extent such insurance may reasonably be obtained, be secured
for the Fashion Valley

                                     -127-
<PAGE>

Mall Mortgaged Property or the 400 Atlantic Street Mortgaged Property at the
expense of such 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 (other than, if applicable, any Westfield
Portfolio Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage; provided that such
insurance is available at commercially reasonable rates and the subject hazards
are at the time commonly insured against by prudent owners of properties similar
to the REO Property located in or around the region in which such REO Property
is located (or, in the case of all-risk insurance or other insurance that covers
acts of terrorism, such insurance is available at a commercially reasonable rate
or the subject hazards are at the time commonly insured against by prudent
owners of properties similar to the REO Property located in or around the region
in which such REO Property is located); and provided, further, that all such
insurance shall be obtained from Qualified Insurers that, if they are providing
casualty insurance, shall have a "claims paying ability" or "financial strength"
rating, as applicable, of at least "A" from S&P and "Aa3" from 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). 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 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 or the Companion Loan Noteholder) 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 "A" from S&P and "Aa3" 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 nationally recognized statistical rating agency besides
S&P) (or, in the case of either Rating Agency, such lower rating as will not
result in an Adverse Rating Event, as evidenced in writing by such Rating
Agency), and (ii) provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer, as the case may
be, shall conclusively be deemed to have satisfied its obligation to cause
hazard insurance to be maintained on the related Mortgaged Properties and/or REO
Properties. Such blanket policy may contain a deductible clause (not in excess
of a customary amount), in which case the Master Servicer or the Special
Servicer,

                                     -128-
<PAGE>

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 applicable Custodial Account from its own funds the
amount not otherwise payable under the blanket policy because of the deductible
clause therein, to the extent that any such deductible exceeds the deductible
limitation that pertained to the related 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 Fashion Valley Mall
Mortgaged Property or the 400 Atlantic Street Mortgaged Property, on behalf of
itself and the related Companion Loan Noteholder, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.

         (c) Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Loans and/or REO Properties
are part of the Trust Fund) keep in force with Qualified Insurers having (or
whose obligations are guaranteed or backed, in writing, by entities having) a
"claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "Aa3" from Moody's (or, if not then rated by Moody's,
then at least "A" by 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 "A" from S&P and "Aa3" from Moody's (or, if not rated by Moody's at least
A by 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, are
rated at least "Aa3" from Moody's (if then

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<PAGE>

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
S&P) and "A" from S&P (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event, as evidenced in writing by
such Rating Agency), such Person may self-insure with respect to the risks
described in this Section 3.07(c).

         (d) In the event that either of the Master Servicer or the Special
Servicer has actual knowledge of any event (an "Insured Environmental Event")
giving rise to a claim under any Environmental Insurance Policy in respect of
any Environmentally Insured Mortgage Loan (other than the Westfield Portfolio
Mortgage Loan) for which the Mortgagor has not filed a claim or in respect of an
REO Property (other than, if applicable, a Westfield Portfolio Mortgaged
Property), the Master Servicer shall notify the Special Servicer if such Loan is
a Specially Serviced Loan, and the Special Servicer shall notify the Master
Servicer in all cases. Upon becoming aware of such Insured Environmental Event,
the Master Servicer, in the case of a non-Specially Serviced Loan (other than
the Westfield Portfolio Mortgage Loan), and the Special Servicer, in the case of
a Specially Serviced Loan (other than the Westfield Portfolio Mortgage Loan) or
an REO Property (other than, if applicable, a Westfield Portfolio REO Property),
in accordance with the terms of such Environmental Insurance Policy and the
Servicing Standard, shall timely make a claim thereunder with the appropriate
insurer and shall take such other actions necessary under such Environmental
Insurance Policy in order to realize the full value thereof for the benefit of
the Certificateholders. With respect to each Environmental Insurance Policy in
respect of an Environmentally Insured Mortgage Loan (other than the Westfield
Portfolio Mortgage Loan), the Master Servicer (in the case of any such Loan that
is a non-Specially Serviced Loan) and the Special Servicer (in the case of any
such Loan that is a Specially Serviced Loan or in the case of an REO Property)
shall each review and familiarize itself with the terms and conditions relating
to enforcement of claims and shall, in the event the Master Servicer or the
Special Servicer has actual knowledge of an Insured Environmental Event giving
rise to a claim under such policy, monitor the dates by which any claim must be
made or any action must be taken under such policy to realize the full value
thereof for the benefit of the Certificateholders.

         The Master Servicer (in the case of non-Specially Serviced Loans) and
the Special Servicer (in the case of Specially Serviced Loans and REO
Properties) shall each abide by the terms and conditions precedent to payment of
claims under the Environmental Insurance Policies with respect to the
Environmentally Insured Mortgage Loans (other than the Westfield Portfolio
Mortgage Loan) and take all such actions as may be required to comply with the
terms and provisions of such policies in order to maintain such policies in full
force and effect and to make claims thereunder.

         In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan (other than the Westfield
Portfolio Mortgage Loan), then the party receiving such notice shall, within
five Business Days after receipt thereof, provide written notice of such
termination to the other such party and the Trustee. Upon receipt of such
notice, the Master Servicer, with respect to a Performing Serviced Loan, or the
Special Servicer, with respect to a Specially Serviced Loan or an REO Property,
shall address such termination in accordance with Section 3.07(a). Any legal
fees, premiums or other out-of-pocket costs incurred in accordance with the
Servicing Standard in connection with enforcing the obligations of the Mortgagor
under any Environmental Insurance Policy or a resolution of such termination of
an Environmental Insurance Policy shall be paid by the Master Servicer and shall
be reimbursable to it as a Servicing Advance.

                                     -130-
<PAGE>

         The Master Servicer (with respect to Performing Serviced Loans) and the
Special Servicer (with respect to Specially Serviced Loans) shall monitor the
actions, and enforce the obligations, of the related Mortgagor under each
Environmentally Insured Mortgage Loan (other than the Westfield Portfolio
Mortgage Loan) insofar as such actions/obligations relate to (i) to the extent
consistent with Section 3.07(a), the maintenance (including, without limitation,
any required renewal) of an Environmental Insurance Policy with respect to the
related Mortgaged Property or (ii) environmental testing or remediation at the
related Mortgaged Property.

         SECTION 3.08. Enforcement of Alienation Clauses.

         (a) In the event that the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Performing 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 Section 6.11A and Section 6.11B, 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 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 a Serviced Loan Pair, the related
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. Subject to the terms of the related
loan documents, no assumption of a Cross-Collateralized Mortgage Loan shall be
made without the assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Loan shall be made or transfer
of interest in a Mortgagor approved, unless all costs in connection therewith,
including any arising from seeking Rating Agency confirmation, are paid by the
related Mortgagor.

         (b) Other than with respect to a transfer and assumption referred to in
subsection (a) above, if any Mortgage (other than the Mortgage under the
Westfield Portfolio Mortgage Loan) contains restrictions on transfers of the
related Mortgaged Property (other than the Westfield Portfolio Mortgaged


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Properties) and/or transfers of interests in the related Mortgagor, then the
Special Servicer, on behalf of the Trust (and, with respect to each Serviced
Loan Pair, the related 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 each Serviced Loan Pair, the related Companion Loan Noteholder);
provided that any such waiver of such restrictions shall be subject to Section
3.08(d), Section 6.11, Section 6.11A and Section 6.11B. 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 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 each
Serviced Loan Pair, the related 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. Subject to the terms of the related
loan documents, no assumption of a Cross-Collateralized Mortgage Loan shall be
made without the assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Loan shall be made unless all
costs in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

         (c) With respect to all of the Serviced Loans, the Special Servicer on
behalf of the Trustee as the mortgagee of record and, with respect to each
Serviced Loan Pair, on behalf of the related 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 each Serviced Loan Pair, the related
Companion Loan Noteholder); provided that any such waiver of such restrictions
shall be subject to Section 3.08(d), Section 6.11, Section 6.11A and Section
6.11B. Whenever the Master Servicer becomes aware of a further encumbrance on a
Mortgaged Property (other than a Westfield Portfolio Mortgaged Property), or
becomes aware that there is going to be a further encumbrance on a Mortgaged
Property (other than a Westfield Portfolio 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

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documents (or copies thereof) regarding the related 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 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. Neither the Master Servicer nor the Special Servicer has
the authority to perform any of the actions set forth above in this paragraph
with respect to the Westfield Portfolio Mortgage Loan. In connection with any
request for rating confirmation from a Rating Agency pursuant to this Section
3.08(d), the Master Servicer or the Special Servicer, as the case may be, shall
deliver a Review Package to such Rating Agency. Further, subject to the terms of
the related loan documents and applicable law, no waiver of a restriction
contained in the related Mortgage on transfers of the related Mortgaged Property
or interests in the related Mortgagor or on further encumbrances thereof may be
waived by the Master Servicer or the Special Servicer unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor. To the extent not collected
from the related Mortgagor, any rating agency charges in connection with the
foregoing shall be paid by the Master Servicer as a Servicing Advance.

         SECTION 3.09. Realization Upon Defaulted 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, 6.11A and 6.11B, 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 (other than the Westfield Portfolio Mortgage Loan) is, in the good
faith and reasonable judgment of the Special Servicer, necessary, appropriate
and consistent with the Servicing Standard or (ii) all other amounts due under
such ARD Loan (other than the Westfield Portfolio Mortgage Loan) have been paid,
the payment of such Additional Interest has not been forgiven in accordance with
Section 3.20 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. Subject
to Section 3.11(h), the Special Servicer shall advance all costs and expenses
incurred by it in any such proceedings, and shall be

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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 Fashion Valley Mall Mortgaged Property or the 400
Atlantic Street Mortgaged Property, on behalf of the related Companion Loan
Noteholder, to make a bid on any Mortgaged Property at a foreclosure sale or
similar proceeding that is in excess of the fair market value of such property,
as determined by the Special Servicer in its reasonable and good faith judgment
taking into account the factors described in Section 3.18 and the results of any
appraisal obtained as provided below in this Section 3.09, all such bids to be
made in a manner consistent with the Servicing Standard.

         If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Loan, whether for purposes of
bidding at foreclosure or otherwise, it may have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.18, and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance; provided that if the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. If any 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 Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street
Mortgaged Property, the related Companion Loan Noteholder, in each such case,
promptly following the Special Servicer's receipt of the subject appraisal, and
to the Controlling Class Representative upon request, and based thereon, the
Special Servicer shall calculate and notify the Trustee, the Master Servicer,
the Controlling Class Representative and, in the case of a Serviced Loan Pair,
the related 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 an Appraisal
Reduction Amount exists with respect to any Required Appraisal Loan, the
Controlling Class Representative may, at its own expense, obtain and deliver to
the Master Servicer, the Special Servicer and the Trustee an appraisal that
satisfies the requirements of a "Required Appraisal", and upon the written
request of the Controlling Class Representative, the Special Servicer shall
recalculate the Appraisal Reduction Amount in respect of such Required Appraisal
Loan based on the appraisal delivered by the Controlling Class Representative
and shall notify the Trustee, the Master Servicer and the Controlling Class

                                     -134-
<PAGE>

Representative of such recalculated Appraisal Reduction Amount. At any time that
an Appraisal Reduction Amount exists with respect to the Fashion Valley Mall
Loan Pair or the 400 Atlantic Street Loan Pair during a period that such Loan
Pair constitutes a Required Appraisal Loan, the related 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 such
Companion Loan Noteholder, the Special Servicer shall recalculate the Appraisal
Reduction Amount in respect of such Required Appraisal Loan Pair based on the
appraisal delivered by such Companion Loan Noteholder, and shall notify the
Trustee, the Master Servicer and such 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 any Mortgaged Property that relates to a Serviced Loan
Pair, on behalf of the related 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 Mortgaged 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.

         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 each Mortgaged Property securing a Serviced Loan
Pair, on behalf of the related 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 each Mortgaged Property securing a Serviced Loan Pair, the related
Companion Loan Noteholder), could, in the reasonable, good faith judgment of the
Special Servicer, exercised in accordance with the Servicing Standard, be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law (a "potentially responsible party"), unless such action is
consistent with Section 6.11, Section 6.11A or Section 6.11B, as applicable, and
the Special Servicer has previously determined (as evidenced by an Officer's
Certificate to such effect delivered to the Trustee

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<PAGE>

(and, in the case of any Mortgaged Property securing a Serviced Loan Pair, the
related Companion Loan Noteholder) that shall specify all of the bases for such
determination), in accordance with the Servicing Standard and based on an
Environmental Assessment of such Mortgaged Property performed by an Independent
Person, who regularly conducts Environmental Assessments, within six months
prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Master Servicer
and, in the case of any Mortgaged Property securing a Loan Pair, the related
Companion Loan Noteholder), that:

         (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would (taking into
     account the coverage provided under any related Environmental Insurance
     Policy) maximize the recovery on the related Serviced Loan to the
     Certificateholders (as a collective whole) (or, if a Serviced Loan Pair is
     involved, would maximize the recovery on such Loan Pair to the
     Certificateholders and the related 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 a Serviced Loan Pair, to Certificateholders and the
     related Companion Loan Noteholder) to be performed at the related Mortgage
     Rate (or, in the case of a Serviced Loan Pair, at the weighted average of
     the Mortgage Rates for such 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
     (taking into account the coverage provided under any related Environmental
     Insurance Policy) maximize the recovery on the related Serviced Loan to the
     Certificateholders (as a collective whole) (or, if a Serviced Loan Pair is
     involved, would maximize the recovery of such Loan Pair to the
     Certificateholders and the related 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 a Serviced Loan Pair, to Certificateholders and the
     related Companion Loan Noteholder) to be performed at the related Mortgage
     Rate (or, in the case of a Serviced Loan Pair, at the weighted average of
     the Mortgage Rates for such 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 preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05 or

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<PAGE>

Section 3.05A, as applicable (or, in the case of any Serviced Loan Pair, to the
extent the funds in the related Loan Pair 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 Serviced 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 a
Companion Loan is affected, the related Companion Loan Noteholder), subject to
Section 6.11, Section 6.11A or Section 6.11B, 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 a Serviced Loan Pair is affected, the
related Companion Loan Noteholder) in writing of the Special Servicer's
intention to so release all or a portion of such Mortgaged Property, and (iii)
the Holders of Certificates entitled to a majority of the Voting Rights shall
not have objected to such release within 30 days of the Trustee's distributing
such notice.

         (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee and, if a Serviced Loan Pair is affected, the related
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 Serviced 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 Serviced 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
(other than any Westfield Portfolio Mortgaged Property) required by Section
6050H of the Code and the reports of foreclosures and abandonments of any
Mortgaged Property (other than any Westfield Portfolio Mortgaged Property) and
the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property (other than any Westfield Portfolio Mortgaged
Property) required by Sections 6050J and 6050P of the Code. Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed
by Sections 6050H, 6050J and 6050P of the Code.

         (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Serviced Loan or REO Property, it shall
promptly notify the Trustee, the Master Servicer and, if a Serviced Loan Pair is
affected, the related Companion Loan Noteholder. The Special Servicer

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<PAGE>

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, if a Serviced Loan Pair is
affected, the related 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 Serviced 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 a Companion Loan, the related 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 a Companion Loan, the original of the Mortgage Note for such
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 a Companion Loan, the Trustee shall cause the related
Companion Loan Noteholder to release the Mortgage Note for such 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 Serviced 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 a 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 a Companion Loan, the Trustee shall
cause the related Companion Loan Noteholder to release the original of the
Mortgage Note for such 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 a Companion Loan) to the Trustee or
related Custodian (or to the related Companion Loan Noteholder), or the delivery
to the Trustee (or to the related Companion Loan Noteholder) of a certificate of
a Servicing Officer of the Special Servicer stating that such Serviced 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.

                                     -138-
<PAGE>

         (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 a
Mortgaged Property securing a Serviced Loan Pair, the related 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 a Mortgaged Property securing a Serviced
Loan Pair, also on behalf of the related 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 (other than a Westfield Portfolio Mortgaged Property) or to
any legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust Fund, the Master Servicer, the Special Servicer or any
related Companion Loan Noteholder. Together with such documents or pleadings,
the Special Servicer shall deliver to the Trustee (and, in the case of a
Mortgaged Property securing a Serviced Loan Pair, the related 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 a
Mortgaged Property securing a Serviced Loan Pair, also on behalf of the related
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) 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
Serviced Loan, including each Specially Serviced Mortgage Loan, and each REO
Loan that was previously a Serviced Loan. As to each such 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 of a 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 any
such 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 such 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
such Loan and REO Revenues allocable as interest on each such REO Loan. The
Master Servicer shall be entitled to recover unpaid Master Servicing Fees in
respect of any

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<PAGE>

such Loan or REO Loan out of that portion of related Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds allocable as recoveries of
interest, to the extent permitted by Section 3.05(a) 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. The Westfield
Portfolio Master Servicer shall be entitled to the master servicing fee for the
Westfield Portfolio Mortgage Loan or any successor REO Mortgage Loan as provided
in the Westfield Portfolio Servicing Agreement.

         (b) Except as provided in the next paragraph, 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 Serviced Loan and accrued during the time that such Serviced Loan was not
a Specially Serviced Loan, (ii) 100% of each modification fee or extension fee
actually paid by a Mortgagor with respect to a modification, consent, extension,
waiver or amendment agreed to by the Master Servicer pursuant to Section 3.20(c)
and 100% of any fee actually paid by a Mortgagor in connection with a defeasance
of a Serviced Loan as contemplated under Section 3.20(k), and (iii) 50% of any
and all assumption fees and 100% of any and all assumption application fees and
other applicable fees, actually paid by a Mortgagor in accordance with the
related loan documents, with respect to any assumption or substitution agreement
entered into by the Master Servicer on behalf of the Trust (or, in the case of a
Serviced Loan Pair, on behalf of the Trust and the related 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 such additional servicing compensation is 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 a 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).

         With respect to the Westfield Portfolio Mortgage Loan, amounts in the
nature of the foregoing, except for Prepayment Interest Excesses, are payable to
a Westfield Portfolio Servicer as and to the extent provided in the Westfield
Portfolio Servicing Agreement.

         (c) Except as provided in the last sentence of this paragraph,
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 that was previously a Serviced Loan. With
respect to each such 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 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 of a 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 any such 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

                                     -140-
<PAGE>

from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Event, in a month
consisting of 30 days and, in the case of any other partial period that does not
run from one Due Date through and including the day immediately preceding the
next Due Date, on the basis of the actual number of days in such period in a
month consisting of 30 days). The Special Servicing Fee with respect to any such
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 any Serviced 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. The Westfield Portfolio Special Servicer shall be
entitled to the special servicing fee for the Westfield Portfolio Mortgage Loan
or any successor REO Mortgage Loan as provided in the Westfield Portfolio
Servicing Agreement.

         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 such 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 Purchase Option Holder pursuant to Section 3.18, by the
Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, by the
related Companion Loan Noteholder or its designee pursuant to the related
Co-Lender and Servicing Agreement, 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 by the holder of a related mezzanine loan pursuant to a
purchase right in connection with a Loan default as set forth in the related
intercreditor agreement, or out of any Condemnation Proceeds. 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
Serviced 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, subject to the provisos to the next sentence, each
Specially Serviced Loan and REO Property (other than a Westfield Portfolio REO
Property) as to which it receives Liquidation Proceeds. As to each such
Specially Serviced Loan or REO Property (other than a Westfield Portfolio 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

                                     -141-
<PAGE>

Additional Interest); provided that no Liquidation Fee shall be payable (i) with
respect to any such Specially Serviced Loan that becomes a Corrected Loan or
(ii) 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 Purchase Option Holder pursuant to Section 3.18, by the Depositor, Lehman
Brothers, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by the related Companion Loan
Noteholder or its designee pursuant to the related Co-Lender and Servicing
Agreement, 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 either
such case, within 180 days of the discovery or receipt of notice by the
Depositor or the UBS Mortgage Loan Seller, as the case may be, of the subject
Material Document Defect or Material Breach, as applicable, that gave rise to
the particular repurchase obligation), or by the holder of a related mezzanine
loan pursuant to a purchase right in connection with a Loan default as set forth
in the related intercreditor agreement; and provided, further, that, in
connection with any purchase by the Depositor pursuant to Section 2.03(a) or the
UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, in either such case more than 180 days following the discovery or
receipt of notice by the Depositor or the UBS Mortgage Loan Seller, as the case
may be, of the subject Material Document Defect or Material Breach, as
applicable, that gave rise to the particular repurchase obligation, the
Liquidation Fee shall equal 1% of the Stated Principal Balance of the
repurchased Mortgage Loan (or, if an REO Property is being repurchased, 1% of
the Stated Principal Balance of the related REO Mortgage Loan).

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

         With respect to the Westfield Portfolio Mortgage Loan or any related
REO Property, the Westfield Portfolio Special Servicer shall be entitled to fees
in the nature of Workout Fees and/or Liquidation Fees as and to the extent
provided in the Westfield Portfolio Servicing Agreement.

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

         (d) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Mortgage Pool (exclusive of the
Westfield Portfolio Mortgage Loan or any successor REO Mortgage Loan with
respect thereto) that accrued with respect to a Specially Serviced Loan or an
REO Loan, (ii) with respect to any Specially Serviced Loan, 100% of any and all
assumption application fees and other applicable fees, actually paid by a
Mortgagor in accordance with the related loan documents, with respect to any
assumption or substitution agreement entered into by the Special Servicer on
behalf of the Trust (or, in the case of a Serviced Loan Pair, on behalf of the
Trust and the related Companion Loan Noteholder) pursuant to Section 3.08(b) or
paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(b), and (iii) any and all assumption fees, modification
fees and extension fees actually collected on the Serviced 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

                                     -142-
<PAGE>

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 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.

         (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 Mortgage Pool during the same
Collection Period in which such Servicing Advance is reimbursed; and (ii) to the
extent that such Default Charges are insufficient, but not before the related
Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Mortgage Loans and REO Properties on deposit in the Pool
Custodial Account (or, if such Servicing Advance was made with respect to a Loan
Pair, out of other amounts on deposit in the Custodial Account that relates to
such Loan Pair). The Master Servicer shall reimburse itself, the Special
Servicer, the Trustee or the Fiscal Agent, as appropriate and in accordance with
Section 3.03, 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 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 and shall have

                                     -143-
<PAGE>

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 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 Administered REO Property is involved) pay directly out of
the Pool Custodial Account or the related Loan Pair 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 Administered 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 a Custodial
Account, is in the best interests of the Certificateholders and the related
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 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 (other than the Westfield Portfolio
Mortgaged Property) as soon as practicable after the related Serviced 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 (other than any Westfield Portfolio REO
Property) at least once per calendar year, the cost of which shall be paid by
the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning
in 2003, the Master

                                     -144-
<PAGE>

Servicer shall at its expense perform or cause to be performed a physical
inspection of each Mortgaged Property securing a Performing 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; provided, that the Master Servicer will not be required to perform
or cause to be performed an inspection on a Mortgaged Property if such Mortgaged
Property has been inspected by the Master Servicer or the Special Servicer in
the preceding six months. The Master Servicer and the Special Servicer shall
each promptly prepare or cause to be prepared and deliver to the Trustee and
each other a written report of each such inspection performed by it that sets
forth in detail the condition of the Mortgaged Property and that specifies the
existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of
which the Master Servicer or the Special Servicer, as applicable, is aware, (ii)
any change in the condition or value of the Mortgaged Property that the Master
Servicer or the Special Servicer, as applicable, in its reasonable, good faith
judgment, considers material, or (iii) any waste committed on the Mortgaged
Property. The Master Servicer and Special Servicer shall each forward copies of
any such inspection reports prepared by it to the Underwriters and the
Controlling Class Representative upon request, subject to payment of a
reasonable fee.

         The Special Servicer, in the case of each Specially Serviced Loan and
each REO Loan that was previously a Serviced Loan, and the Master Servicer, in
the case of each Performing Serviced Loan, shall each, consistent with the
Servicing Standard, use reasonable efforts to obtain quarterly, annual and other
periodic operating statements and rent rolls with respect to each of the related
Mortgaged Properties and REO Properties. The Special Servicer shall, promptly
following receipt, deliver copies of the operating statements and rent rolls
received or obtained by it to the Master Servicer, and the Master Servicer shall
promptly deliver copies of the operating statements and rent rolls received or
obtained by it to the Trustee, the Special Servicer or any Controlling Class
Certificateholder, in each case upon request. In addition to the foregoing and
solely with respect to each Serviced Loan Pair, the Special Servicer and the
Master Servicer, as applicable, shall each, consistent with the Servicing
Standard, use reasonable efforts to obtain 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 and
this sentence to the Trustee, the Special Servicer, any Controlling Class
Certificateholders and, in the case of a Serviced Loan Pair, to the related
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 (other than the
Westfield Portfolio Mortgaged Property) or Administered 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 (other than the Westfield
Portfolio Mortgaged Property) and Administered REO Property. The CMSA Operating
Statement Analysis Report for each such

                                     -145-
<PAGE>

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 such
Mortgaged Property or REO Property, as the case may be, to update and normalize
the corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any such Mortgaged Property or REO Property, as
the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets are to be made available by the Master Servicer to the Trustee, the
Special Servicer or any Controlling Class Certificateholder, in each case upon
request.

         (b) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Loans and any REO Properties (other than
any Westfield Portfolio REO Property), providing the required information as of
the end of the preceding calendar month: (i) a CMSA Property File; and (ii) a
CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York
City time) on the third Business Day prior to each Distribution Date, the
Special Servicer shall deliver or cause to be delivered to the Master Servicer
the following reports with respect to the Specially Serviced Loans, any REO
Properties (other than any Westfield Portfolio REO Property) 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) a CMSA Historical Liquidation Report; (iv) a
CMSA Historical Loan Modification Report; and (v) a CMSA REO Status Report.

         (c) 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 deliver
or cause to be delivered to the Trustee, the Rating Agencies, the Special
Servicer and, upon request, any Controlling Class Certificateholder: (i) the
most recent CMSA Historical Loan Modification Report, CMSA Historical
Liquidation Report and CMSA REO Status Report received from the Special Servicer
pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA
Financial File, CMSA Loan 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 with respect to a Serviced Loan.
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), 4.03A(d)
and/or 4.03B(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, the Special Servicer and, upon request,
any Controlling Class Certificateholder the reports set forth in Section 3.12(c)
in an electronic format reasonably acceptable to the Master Servicer and the
Trustee. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12(b).
The Trustee may, absent manifest error, conclusively rely on the reports to be
provided by the Master Servicer pursuant to Section 3.12(c) to the extent that
the underlying information is solely within the control of the Master Servicer
or the Special Servicer. In the case of information or reports to be

                                     -146-
<PAGE>

furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to
the extent that such information is based on reports to be provided by the
Special Servicer pursuant to Section 3.12(b) and/or that such reports are to be
prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so
long as the Master Servicer and the Special Servicer are not the same Person or
Affiliates, the Master Servicer shall have no obligation to provide such
information or reports until it has received such information or reports from
the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12(c) caused by
the Special Servicer's failure to timely provide any report required under
Section 3.12(b) of this Agreement.

         (e) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.12, including
the calculations made therein, shall be done in accordance with CMSA standards
to the extent applicable thereto.

         SECTION 3.12A. Delivery of Certain Reports to the Companion Loan
                        Noteholders.

         (a) The Master Servicer and the Special Servicer shall each promptly
prepare or cause to be prepared and deliver to each 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 Mortgaged Property securing the
related Serviced Loan Pair.

         The Master Servicer shall promptly deliver to each 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 Mortgaged Property securing the related Serviced Loan Pair.

         (b) If the Loans forming any Serviced Loan Pair constitute Specially
Serviced Loans, or if the Mortgaged Property securing such Loan Pair has become
an REO Property, then each calendar month, 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 such Loan Pair and/or the related
Mortgaged Property, providing the required information as of the end of the
preceding calendar month: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial
Status Report (or similar report satisfactory to the Master Servicer). If the
Loans forming any Serviced Loan Pair constitute Specially Serviced Loans, or if
the Mortgaged Property securing such Loan Pair has become an REO Property, then
each calendar month, not later than 2:00 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 related Master Servicer 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 such Loan Pair and/or
the related Mortgaged Property: (i) a CMSA Delinquent Loan Status Report; (ii) a
Loan Payoff Notification Report, (iii) a CMSA Historical Liquidation Report;
(iv) a CMSA Historical Loan Modification Report; and (v) a CMSA REO Status
Report.

         (c) Not later than 1:00 p.m. (New York City time) on the Business Day
prior to each Master Servicer Remittance Date, the Master Servicer shall, with
respect to each Serviced Loan Pair, prepare all Loan Pair Servicing Reports 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

                                     -147-
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of accrued and unpaid interest on Advances in accordance with Section 3.11(g),
4.03(d), 4.03A(d) and/or 4.03B(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 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 any 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), so long as the Master Servicer and the
Special Servicer are not the same Person or Affiliates, the Master Servicer
shall have no obligation to provide such information or reports until it has
received such information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the
reports required by Section 3.12B(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 the Companion Loan Noteholders.

         (a) On the Business Day prior to each applicable Master Servicer
Remittance Date, the Master Servicer shall forward to the applicable Companion
Loan Noteholder all Loan Pair Servicing Reports prepared with respect to each
Serviced Loan Pair, pursuant to Section 3.12A, during the calendar month in
which such applicable Master Servicer 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.

                                     -148-
<PAGE>

         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, each
Companion Loan Noteholder and each other, on or before April 30 of each year,
beginning in 2003 (or, as to any such year, such earlier date as is contemplated
by the last sentence of this Section 3.13), an Officer's Certificate (the
"Annual Performance Certification") stating, as to the signer thereof, that (i)
a review of the activities of the Master Servicer or the Special Servicer, as
the case may be, during the preceding calendar year (or, in the case of the
first such certification, during the period from the Closing Date to December
31, 2002, inclusive) and, in particular, of its performance under this
Agreement, has been made under such officer's supervision, (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has fulfilled all of its material
obligations under this Agreement in all material respects throughout such
preceding calendar year or portion thereof (or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof), and (iii) the Master Servicer
or the Special Servicer, as- the case may be, has received no notice regarding
the qualification, or challenging the status, of any REMIC Pool as a REMIC or
the Grantor Trust as a grantor trust, from the IRS or any other governmental
agency or body (or, if it has received any such notice, specifying the details
thereof). Notwithstanding the timing provided for in the first sentence of this
paragraph, if (as confirmed in writing by the Depositor) the Depositor is
required to file a Form 10-K with the Commission in respect of the Trust
covering any particular calendar year, then the Annual Performance Certification
to be delivered by each of the Master Servicer and the Special Servicer during
the following year, shall be delivered on or before March 15 of such following
year; and the Master Servicer and the Special Servicer are hereby notified that
the Depositor is required to file a Form 10-K with the Commission in respect of
the Trust covering calendar year 2002.

         SECTION 3.14. Reports by Independent Public Accountants.

         On or before April 30 of each year, beginning in 2003 (or, as to any
such year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also render
other services to the Master Servicer or the Special Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
(the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the
Depositor, the Underwriters, each 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

                                     -149-
<PAGE>

accordance with the same standards with respect to those sub-servicers.
Notwithstanding the timing provided for in the first sentence of this paragraph,
if (as confirmed in writing by the Depositor) the Depositor is required to file
a Form 10-K with the Commission in respect of the Trust covering any particular
calendar year, then the Annual Accountants' Report to be delivered on behalf of
each of the Master Servicer and the Special Servicer during the following year,
shall be delivered on or before March 15 of such following year; and the Master
Servicer and the Special Servicer are hereby notified that the Depositor is
required to file a Form 10-K with the Commission in respect of the Trust
covering calendar year 2002.

         The Master Servicer and the Special Servicer, to the extent applicable,
will reasonably cooperate with the Depositor in conforming any reports delivered
pursuant to this Section 3.14 to requirements imposed by the Commission on the
Depositor in connection with the Depositor's reporting requirements in respect
of the Trust Fund pursuant to the Exchange Act, provided that the Master
Servicer and Special Servicer shall each be entitled to charge the Depositor for
any reasonable additional costs and expenses incurred in affording the Depositor
such cooperation.

         SECTION 3.15. Access to Certain Information.

         Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, each 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 Companion Loan Noteholder, access to any records regarding the Serviced Loans
and the servicing thereof within its control (which access shall be limited, in
the case of any Companion Loan Noteholder or any regulatory authority seeking
such access in respect of a Companion Loan Noteholder, to records relating to
the related 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 a 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, a
Companion Loan Noteholder or any regulatory authority that may exercise
authority over a Certificateholder, a Certificate Owner or Companion Loan
Noteholder, the Master Servicer and the Special Servicer may each require
payment from such Certificateholder, a Certificate Owner or 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 (prior to affording such
access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, as the case may be, generally to the effect that such Person
is a Holder of Certificates or a beneficial holder of Book-Entry Certificates
and will keep such information confidential.

                                     -150-
<PAGE>

         SECTION 3.16. Title to REO Property; REO Accounts.

         (a) If title to any Mortgaged Property (other than a Westfield
Portfolio Mortgaged Property) is acquired, 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 Mortgaged Property had secured a Serviced Loan Pair, on
behalf of the related Companion Loan Noteholder. The Special Servicer, on behalf
of the Trust Fund and, any affected, Companion Loan Noteholder, shall sell any
Administered 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 Administered REO Property within such extended period as is permitted by
such REO Extension or such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its obtaining the REO
Extension contemplated by clause (i) of the second preceding sentence or its
obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be covered by, and reimbursable as, a Servicing
Advance.

         (b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any Administered 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 Fashion Valley Mall Mortgaged
Property, the 400 Atlantic Street Mortgaged Property and the Westfield Portfolio
Mortgaged Properties), 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 Certificateholders, for the retention of
revenues and other proceeds derived from each REO Property (other than any
Fashion Valley Mall REO Property, 400 Atlantic Street REO Property or Westfield
Portfolio REO Property). If such REO Acquisition occurs with respect to the
Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street Mortgaged
Property, the Special Servicer shall establish an REO Account solely with
respect to such property (the "Fashion Valley Mall REO Account" in the case of
any Fashion Valley Mall REO Property and the "400 Atlantic Street REO Account"
in the case of any 400 Atlantic Street REO Property), to be held for the benefit
of the Certificateholders and the applicable Companion Loan Noteholder. The Pool
REO Account, the Fashion Valley Mall REO Account and the 400 Atlantic Street 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, Condemnation Proceeds and Liquidation Proceeds
received in respect of any Administered 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

                                     -151-
<PAGE>

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 each Companion Loan
Noteholder of the location of any related 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 Administered 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 purposes of
the foregoing, the Pool REO Account, the Fashion Valley Mall REO Account and the
400 Atlantic Street REO Account correspond to the Pool Custodial Account, the
Fashion Valley Mall Custodial Account and the 400 Atlantic Street 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.

         (e) Notwithstanding anything to the contrary, this Section 3.16 shall
not apply to any Westfield Portfolio REO Property.

         SECTION 3.17. Management of REO Property.

         (a) Prior to the acquisition by it of title to a Mortgaged Property,
other than the Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street
Mortgaged Property, the Special Servicer shall review the operation of such
Mortgaged Property and determine the nature of the income that would be derived
from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

         (i) None of the income from Directly Operating such Mortgaged Property
     would be subject to tax as "net income from foreclosure property" within
     the meaning of the REMIC Provisions or would be subject to the tax imposed
     on "prohibited transactions" under Section 860F of the Code (either such
     tax referred to herein as an "REO Tax"), then such Mortgaged Property may
     be Directly Operated by the Special Servicer as REO Property;

                                     -152-
<PAGE>

         (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 Administered REO
Property, other than any Fashion Valley Mall REO Property or 400 Atlantic Street
REO Property, shall be managed and operated shall be based on the Servicing
Standard and, further, based on the good faith and reasonable judgment of the
Special Servicer as to which means would be in the best interest of the
Certificateholders by maximizing (to the extent commercially reasonable and
consistent with Section 3.17(b)) the net after-tax REO Revenues received by the
Trust Fund with respect to such property without materially impairing the
Special Servicer's ability to promptly sell such property for a fair price. In
connection with performing their respective duties under this Section 3.17(a),
both the Special Servicer and the Tax Administrator may consult with counsel and
tax accountants, the reasonable cost of which consultation shall be covered by,
and be reimbursable as, a Servicing Advance to be made by the Special Servicer.

         (b) If title to any Administered REO Property, other than any Fashion
Valley Mall REO Property or 400 Atlantic Street REO Property, is acquired, the
Special Servicer shall manage, conserve, protect and operate such REO Property
for the benefit of the Certificateholders solely for the purpose of its prompt
disposition and sale in a manner that does not and will not: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or
(ii) except as contemplated by Section 3.17(a), either result in the receipt by
any REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an
Adverse Grantor Trust Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are consistent with the Servicing Standard and,
consistent therewith, shall withdraw from the Pool REO Account, to the extent of
amounts on

                                     -153-
<PAGE>

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

         (iv) Directly Operate, or allow any other Person, other than an
     Independent Contractor, to Directly Operate any Mortgaged Property as REO
     Property on any date more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer as a Servicing
Advance) to the effect that such action would not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at any time
that it is held by REMIC I, in which case the Special Servicer may take such
actions as are specified in such Opinion of Counsel.

                                     -154-
<PAGE>

         (d) The Special Servicer may contract with any Independent Contractor
for the operation and management of any Administered REO Property (other than
any Fashion Valley Mall REO Property or 400 Atlantic Street REO Property, which,
in either case, 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.

         (e) Notwithstanding anything to the contrary, this Section 3.17 shall
not apply to any Westfield Portfolio REO Property.

         SECTION 3.17A. Management and Disposition of the Fashion Valley Mall
                        Mortgaged Property and the 400 Atlantic Street Mortgaged
                        Property After Becoming REO Property.

     (a) Prior to the acquisition of title to the Fashion Valley Mall Mortgaged
Property or the 400 Atlantic Street Mortgaged Property, the Special Servicer
shall review the operation of such

                                     -155-
<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 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 Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street
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 related 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 such 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.

         (b) If title to the Fashion Valley Mall Mortgaged Property or the 400
Atlantic Street Mortgaged Property is acquired, the Special Servicer shall
manage, conserve, protect and operate such REO Property for the benefit of the
Certificateholders and the related Companion Loan Noteholder solely for the
purpose of its prompt disposition and sale in a manner that does not and will
not: (i) cause

                                     -156-
<PAGE>

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 related 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
Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street 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 related Mortgage Loan
     became imminent, all within the meaning of Section 856(e)(4)(B) of the
     Code; or

                                     -157-
<PAGE>

         (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
Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street 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 Fashion Valley Mall Mortgaged
Property or the 400 Atlantic Street (if it becomes an REO Property) for
indemnification of the Special Servicer by 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 3.17A(d)
shall be deemed a Sub-Servicing Agreement for purposes of Section 3.22.

                                     -158-
<PAGE>

         SECTION 3.18. Sale of Mortgage Loans and REO Properties.

         (a) The Master Servicer, the Special Servicer or the Trustee may sell
or purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property
only (i) on the terms and subject to the conditions set forth in this Section
3.18, (ii) as otherwise expressly provided in or contemplated by Sections
2.03(a) and 9.01 of this Agreement, (iii) in the case of the Fashion Valley Mall
Mortgage Loan, as set forth in Section 4.03 of the Fashion Valley Mall Co-Lender
and Servicing Agreement and, in the case of the 400 Atlantic Street Mortgage
Loan, as set forth in Section 3.03 of the 400 Atlantic Street Co-Lender and
Servicing Agreement, and (iv) in the case of a Mortgage Loan with a related
mezzanine loan, in connection with a Loan default as set forth in the related
intercreditor agreement.

         (b) Within five Business Days after any Serviced Mortgage Loan has
become a Specially Serviced Mortgage Loan, the Special Servicer shall give
notice of such event to each holder of a Certificate of the Controlling Class,
the holder of the related Companion Loan (if such Mortgage Loan is part of a
Serviced Loan Pair) and the Trustee. The Special Servicer, any single Holder or
any group of Certificateholders evidencing a majority of the Voting Rights
allocated to the Controlling Class and any assignees of the foregoing parties
(collectively, the "Purchase Option Holders") shall each have the option to
purchase such Specially Serviced Mortgage Loan at a cash price that is at least
equal to the Purchase Price. The Special Servicer shall accept the first offer
by a Purchase Option Holder that is at least equal to the Purchase Price.

         (c) If none of the Purchase Option Holders exercises its option to
purchase any Specially Serviced Mortgage Loan as described in subsection (b)
above, then each Purchase Option Holder will also have the option to purchase
that Specially Serviced Mortgage Loan at a price equal to the fair value of such
Specially Serviced Mortgage Loan (the "FV Price"). Upon receipt of a request
from any Purchase Option Holder to determine the FV Price in contemplation of
its intention to exercise its option to purchase a Specially Serviced Mortgage
Loan at a price that is below the Purchase Price, the Special Servicer shall
promptly obtain an MAI appraisal of the related Mortgaged Property by an
Independent Appraiser (unless such an appraisal was obtained within one year of
such date and the Special Servicer has no knowledge of any circumstances that
would materially affect the validity of such appraisal). Promptly after
obtaining such appraisal, the Special Servicer shall determine the FV Price in
accordance with the Servicing Standard and the provisions of subsection (i)
below. Promptly after determining the FV Price, the Special Servicer shall
report such FV Price to the Trustee and each Purchase Option Holder.

         (d) In the event that the Special Servicer determines that it is
willing, or another Purchase Option Holder notifies the Special Servicer that it
is willing, to purchase any Specially Serviced Mortgage Loan (the party
submitting such bid, the "Initial Bidder") at a price equal to or above the FV
Price (a "FV Bid"), the Special Servicer shall notify all other Purchase Option
Holders that it has made or received, as the case may be, such FV Bid (without
disclosing the amount of such FV Bid). All other Purchase Option Holders may
submit competing bids within the ten Business Day period following such notice.
At the conclusion of the above-described ten Business Day period, the Special
Servicer shall accept the highest bid received from any Purchase Option Holder
that is at least equal to the FV Price.

                                     -159-
<PAGE>

         (e) If the Special Servicer accepts the bid of any Purchase Option
Holder, such Purchase Option Holder shall be required to purchase the subject
Specially Serviced Mortgage Loan within ten Business Days of receipt of notice
of such acceptance.

         (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 120 days from its determination of the FV Price and thereafter
receives a FV Bid or a request from a Purchase Option Holder for an updated FV
Price, the Special Servicer shall within 45 days recalculate the FV Price (with
no presumption that such FV Price should be reduced on account of the lack of an
FV Bid) and repeat the notice and bidding procedure provided in subsection (d)
above until the purchase option terminates under subsection (j) below.

         (g) If the party exercising the purchase option at the FV Price for any
Specially Serviced Mortgage Loan is the Special Servicer or an Affiliate
thereof, the Trustee shall verify that the FV Price is at least equal to the
fair value of such Mortgage Loan. In determining whether the FV Price is at
least equal to the fair value of such Mortgage Loan the Trustee will be
permitted to conclusively rely on an appraisal obtained by the Trustee from an
Independent Appraiser at the time it is required to verify the FV Price and/or
the opinion of an Independent expert in real estate matters (including the
Master Servicer) with at least 5 years' experience in valuing or investing in
loans, similar to such Mortgage Loan, that has been selected by the Trustee with
reasonable care at the expense of the Trust Fund.

         (h) Any Purchase Option Holder may, once such option is exercisable,
assign its purchase option with respect to any Specially Serviced Mortgage Loan
to a third party other than another Purchase Option Holder and upon such
assignment such third party shall have all of the rights that had been granted
to the Purchase Option Holder hereunder in respect of the purchase option. Such
assignment shall only be effective upon notice (together with a copy of the
executed assignment and assumption agreement) being delivered to the Trustee,
the Master Servicer and the Special Servicer.

         (i) In determining the FV Price for any Specially Serviced Mortgage
Loan, the Special Servicer may take into account, among other factors, the
results of any appraisal or updated appraisal that it or the Master Servicer may
have obtained in accordance with this Agreement within the prior twelve months;
the opinions on fair value expressed by Independent investors in mortgage loans
comparable to the subject Specially Serviced Mortgage Loan; the period and
amount of any delinquency on the subject Specially Serviced Mortgage Loan; the
physical condition of the related Mortgaged Property; the state of the local
economy; and the expected recoveries from the subject Specially Serviced
Mortgage Loan if the Special Servicer were to pursue a workout or foreclosure
strategy instead of selling such Mortgage Loan to a Purchase Option Holder.

         (j) The purchase option for any Specially Serviced Mortgage Loan
pursuant to this Section 3.18 shall terminate, and shall not be exercisable as
set forth in subsections (b) and (c) above (or if exercised, but the purchase of
the subject Mortgage Loan has not yet occurred, shall terminate and be of no
further force or effect) if (i) the Special Servicer has accepted a FV Bid, (ii)
if such Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan,
(iii) the related Mortgaged Property has become an REO Property or (iv) a Final
Recovery Determination has been made with respect to such Specially Serviced
Mortgage Loan.

                                     -160-
<PAGE>

         (k) Until such time as a FV Bid is accepted, the Special Servicer shall
continue to pursue all of the other resolution options available to it with
respect to the Specially Serviced Mortgage Loan in accordance with the Servicing
Standard.

         (l) Notwithstanding anything to the contrary herein, the holders of a
Companion Loan shall be entitled to purchase the respective Mortgage Loan that
is part of the same Loan Pair in accordance with the terms and conditions set
forth in Section 4.03 of the Fashion Valley Mall Co-Lender and Servicing
Agreement or Section 3.03 of the 400 Atlantic Street Co-Lender and Servicing
Agreement, as applicable. The Master Servicer or the Special Servicer, as
applicable, shall determine the price to be paid in accordance with the terms of
the respective Co-Lender and Servicing Agreement in connection with any such
purchase and shall provide such notices to the respective Companion Loan
Noteholders as are required by the respective Co-Lender and Servicing Agreements
in connection with such holders' purchase rights.

         (m) Any purchase of a Specially Serviced Mortgage Loan that is
purchased pursuant to this Section 3.18 will remain subject to the cure and
purchase rights of, in each case if applicable, the related Companion Loan
Noteholder as set forth in the related Co-Lender and Servicing Agreement and any
holder of a related mezzanine loan in connection with a Loan default as set
forth in the related intercreditor agreement.

         (n) The Special Servicer shall use its best efforts to solicit bids for
each Administered REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Subject to Sections 6.11, 6.11A and 6.11B, 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 Administered REO Property within the time
constraints imposed by Section 3.16(a), then (subject to Section 6.11, 6.11A or
6.11B, 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.

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

         (p) No Interested Person shall be obligated to submit a bid to purchase
any Administered 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 Administered REO Property pursuant
hereto.

         (q) Whether any cash bid constitutes a fair price for any Administered
REO Property for purposes of this Section 3.18, shall be determined by the
Special Servicer or, if such cash bid is from an Interested Person, by the
Trustee. In determining whether any bid received from an Interested Person
represents a fair price for any Administered 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

                                     -161-
<PAGE>

Servicing Advance)). The appraiser conducting any such new appraisal shall be an
Independent Appraiser selected by the Special Servicer if neither the Special
Servicer nor any Affiliate thereof is bidding with respect to an Administered
REO Property and selected by the Trustee if either the Special Servicer or any
Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an Administered 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 Administered REO Property, the Special Servicer
shall take into account the results of any appraisal or updated appraisal that
it or the Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months, and any Independent Appraiser shall be
instructed to take into account, as applicable, among other factors, the
occupancy level and physical condition of the subject REO Property, the state of
the local economy and the obligation to dispose of the subject REO Property
within the time period specified in Section 3.16(a). The Purchase Price for any
Administered 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
Administered 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(q), that such bid constitutes a fair price for any Administered REO
Property. Any bid by the Special Servicer shall be unconditional; and, if
accepted, the subject Administered REO Property shall be transferred to the
Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
real property.

         (r) Subject to Sections 3.18(a) through 3.18(q) above, and further
subject to Section 6.11, Section 6.11A and Section 6.11B, the Special Servicer
shall act on behalf of the Trustee in negotiating with independent third parties
seeking to purchase an Administered REO Property and taking any other action
necessary or appropriate in connection with the sale of any Specially Serviced
Mortgage Loan or Administered REO Property pursuant to this Section 3.18, and
the collection of all amounts payable in connection therewith. In connection
therewith, the Special Servicer may charge prospective bidders for any
Administered REO Property, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to, or evaluating bids for, such Administered REO Property without
obligation to deposit such amounts into the Pool Custodial Account. Any sale of
a Specially Serviced Mortgage Loan or an Administered REO Property pursuant to
this Section 3.18 shall be final and without recourse to the Trustee or the
Trust, and if such sale is consummated in accordance with the terms of this
Agreement, neither the Special Servicer nor the Trustee shall have any liability
to any Certificateholder with respect to the purchase price therefor accepted by
the Special Servicer or the Trustee.

         (s) Any sale of a Specially Serviced Mortgage Loan or an Administered
REO Property pursuant to this Section 3.18 shall be for cash only and shall be
on a servicing released basis.

                                     -162-
<PAGE>

         (t) If, pursuant to the applicable Westfield Portfolio Servicing
Agreement, a Westfield Portfolio Servicer has notified the Trustee that the
Westfield Portfolio Loan Pair is being specially serviced pursuant to the
Westfield Portfolio Servicing Agreement and that any Monthly Payment is 60 or
more days delinquent, the Trustee shall promptly so notify the
Certificateholders of the Controlling Class. For so long as the Westfield
Portfolio Loan Pair remains specially serviced and any Monthly Payment is 60
days or more delinquent as contemplated above, any single Certificateholder or
group of Certificateholders entitled to a majority of the Voting Rights
allocated to the Controlling Class may indicate to the Trustee in writing its or
their intent to purchase the Westfield Portfolio Non-Trust Loan in accordance
with Section 4.03 of the Westfield Portfolio Co-Lender and Servicing Agreement
and/or any corresponding provision of the Westfield Portfolio Pooling and
Servicing Agreement, whereupon the Trustee shall designate such
Certificateholder or group of Certificateholders as its designee to so purchase
the Westfield Portfolio Non-Trust Loan, in its or their individual capacity and
not on behalf of the Trust, in accordance with such Section 4.03 of the
Westfield Portfolio Co-Lender and Servicing Agreement and/or any corresponding
provision of the Westfield Portfolio Pooling and Servicing Agreement. Any such
purchase will be subject to all applicable provisions of, and at the price set
forth in, the Westfield Portfolio Servicing Agreement. Upon any such purchase,
such Certificateholder or group of Certificateholders shall constitute the "Note
A Lender" under, and the Westfield Portfolio Loan Pair shall again be serviced
and administered in accordance with, the Westfield Portfolio Co-Lender and
Servicing Agreement. The Trustee shall reasonably cooperate with such
Certificateholder or Certificateholders in effecting such purchase.

         SECTION 3.19. Additional Obligations of the Master Servicer;
                       Obligations to Notify Ground Lessors; the Special
                       Servicer's Right to Request the Master Servicer to Make
                       Servicing Advances.

         (a) The Master Servicer shall deliver to the Trustee for deposit in the
Collection Account on each Master Servicer Remittance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the aggregate
amount of all Prepayment Interest Shortfalls, if any, incurred in connection
with Principal Prepayments received during the most recently ended Collection
Period with respect to Performing Serviced Mortgage Loans and/or the Westfield
Portfolio Mortgage Loan (so long as it was not being specially serviced under
the Westfield Portfolio Servicing Agreement at the time the subject Principal
Prepayment was allowed) 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 0.025% per annum with respect to each and every
Serviced Mortgage Loan and each and every REO Mortgage Loan that was previously
a Serviced Mortgage Loan) and (2) the aggregate amount of Prepayment Interest
Excesses received in respect of the entire Mortgage Pool during such Collection
Period; provided, however, that if any Prepayment Interest Shortfall occurs as a
result of the Master Servicer's allowing the Mortgagor to deviate from the terms
of the related loan documents regarding principal prepayments, the Master
Servicer shall be obligated to pay an amount equal to the entire Prepayment
Interest Shortfall with respect to the subject Serviced Mortgage Loan without
any limitation of the kind set forth in clauses (1) and (2) above; and,
provided, further, that, unless the Master Servicer and the Westfield Portfolio
Master Servicer are the same entity, the Trustee shall provide written notice to
the Master Servicer of any Prepayment Interest Shortfall, if any, incurred in
connection with a Principal Prepayment received during the most recently ended
Collection Period with respect to the Westfield Portfolio Mortgage Loan, no
later than 4:00 p.m. (New York City time) on the day the Trustee receives a
report indicating the incurrence of such Prepayment Interest Shortfall. For
purposes of this Section

                                     -163-
<PAGE>

3.19(a), the term "Collection Period" shall, with respect to the Westfield
Portfolio Mortgage Loan, have the meaning assigned thereto in the Westfield
Portfolio Servicing Agreement.

         (b) The Master Servicer shall, as to each Serviced 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 Serviced Loan to the Trust Fund pursuant
to this Agreement and inform such ground lessor that any notices of default
under the related Ground Lease should thereafter be forwarded to the Master
Servicer.

         (c) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance,
such request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request set forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Servicing Advance is required to
be made hereunder and to be accompanied by such information and documentation
regarding the subject Servicing Advance as the Master Servicer may reasonably
request. The Master Servicer shall have the obligation to make any such
Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
If the request is timely and properly made, the Special Servicer shall be
relieved of any obligations with 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;
                       Defeasance.

         (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(l) below, and
further subject to Section 6.11, 6.11A or 6.11B 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 a Companion
Loan, the related Companion Loan Noteholder, agree to any modification,
extension, waiver or amendment of any term of any Serviced 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

                                     -164-
<PAGE>

consent of the Trustee, any Certificateholder, either 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
Serviced Loan, including the lease reviews and lease consents related thereto,
shall be in writing and shall be considered and effected in a manner consistent
with the Servicing Standard.

         (c) In the case of any Performing 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. 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 Performing 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 Serviced Mortgage
     Loan that represents 2% or more of the then aggregate principal balance of
     the Mortgage Pool or (E) relate to a Serviced 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

                                     -165-
<PAGE>

         (v) Approving a change of the property manager at the request of the
     related Mortgagor, provided that (A) the successor property manager is not
     affiliated with the Mortgagor and is a nationally or regionally recognized
     manager of similar properties, (B) the related Serviced Mortgage Loan does
     not represent 2% or more of the then aggregate principal balance of the
     Mortgage Pool and (C) the Fashion Valley Mall Mortgaged Property or the 400
     Atlantic Street Mortgaged Property is not involved.

         Except as permitted by Section 3.02(a), Section 3.03(d), 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 Serviced 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 a
Companion Loan, the related Companion Loan Noteholder, shall not agree or
consent to any modification, extension, waiver or amendment of any term of any
Serviced 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;

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

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

         (e) Notwithstanding Section 3.20(d), but subject to Section 6.11,
Section 6.11A, Section 6.11B 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, Mortgage or other loan document 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 Specially Serviced Loan; provided that (A) the related Mortgagor is in
monetary default or material non-monetary default

                                     -166-
<PAGE>

with respect to such 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 such Specially
Serviced Loan to Certificateholders (as a collective whole) or, if a Serviced
Loan Pair is involved, would increase the recovery on such Loan Pair to
Certificateholders and the related 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 a Serviced Loan Pair, to Certificateholders and the related Companion
Loan Noteholder), to be performed at the related Mortgage Rate (or, in the case
of a Serviced Loan Pair, at the weighted average of the Mortgage Rates for the
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 any
Serviced 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 Co-Lender and Servicing Agreement, such that neither the Trust as holder of
the related Mortgage Loan nor the related 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 related Co-Lender and Servicing Agreement,
reflected in the related loan documents and such Co-Lender and Servicing
Agreement, and (ii) to the extent consistent with the Servicing Standard (taking
into account the extent to which the related Companion Loan is junior to the
related Mortgage Loan), (A) no waiver, reduction or deferral of any particular
amounts due on the related Mortgage Loan shall be effected prior to the waiver,
reduction or deferral of the entire corresponding item in respect of the related
Companion Loan, and (B) no reduction of the Mortgage Rate of the Mortgage Loan
(excluding, if applicable, the portion thereof comprised of the Additional
Interest Rate following the related Anticipated Repayment Date) shall be
effected prior to the reduction of the Mortgage Rate of the related Companion
Loan (excluding, if applicable, the portion thereof comprised of the Additional
Interest Rate following the related Anticipated Repayment Date) to the maximum
extent possible.

         In no event shall the Special Servicer: (i) extend the maturity date of
a Serviced Loan beyond the date that is two years prior to the last Rated Final
Distribution Date; (ii) extend the maturity date of any Serviced Loan for more
than five years beyond its Stated Maturity Date; or (iii) if the Serviced 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 Serviced 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 a Serviced Loan Pair, the related 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

                                     -167-
<PAGE>

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) a Companion Loan or (B) a Serviced
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 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 a Companion Loan is
affected, the related 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 Serviced Loan, whether pursuant to
Section 3.02(a) or this Section 3.20, the respective amounts of additional
servicing compensation payable to the Master Servicer and the Special Servicer
as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

                                     -168-
<PAGE>

         (k) If, with respect to any Serviced Loan under which the lender can
require defeasance in lieu of prepayment, the Master Servicer shall receive a
notice from the related Mortgagor that it intends to prepay such Loan in
accordance with the terms thereof, then, except as set forth below, the Master
Servicer shall, subject to the next paragraph and the related loan documents,
(i) promptly respond to such notice in a manner which would require that the
Mortgagor pledge Defeasance Collateral in lieu of such prepayment pursuant to
the terms of the related Mortgage Note, (ii) notify each Rating Agency, the
Trustee, the Underwriters and the Special Servicer of its request to the
Mortgagor to defease such Loan and (iii) upon the written confirmation from each
Rating Agency (which confirmation shall not be required from (A) S&P in the case
of a Serviced Mortgage Loan with an unpaid principal balance less than or equal
to $5,000,000 or that constitutes less than 1% of the aggregate unpaid principal
balance of the Mortgage Pool (whichever is less), provided the Master Servicer
delivers to S&P a certification in the form attached hereto as Exhibit M, or (B)
Moody's in the case of any Serviced Mortgage Loan that is not then one of the
ten largest (measured by unpaid principal balance) Mortgage Loans in the
Mortgage Pool or that is not then one of the ten largest groups (measured by
aggregate unpaid principal balance) of Mortgage Loans with related Mortgagors)
that the acceptance of a pledge of the Defeasance Collateral in lieu of a full
prepayment will not result in an Adverse Rating Event, take such further action
as provided in such Mortgage Note to effectuate such defeasance, including the
purchase and perfection of the Defeasance Collateral on behalf of the Trustee,
as trustee for the registered holders of LB-UBS Commercial Mortgage Trust
2002-C1, Commercial Mortgage Pass-Through Certificates, Series 2002-C1.

         Notwithstanding the foregoing, but subject to the related loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Loan if (i) such defeasance would occur within two
years of the Startup Day, (ii) if the defeasance collateral shall not be
Government Securities; (iii) such Defeasance Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
shall be liable for any shortfalls from such Defeasance Collateral or otherwise
be subject to recourse liability with respect to the Defeasance Loan (except for
any liability that, pursuant to the terms of the related loan documents,
survives such defeasance), (iv) all costs to be incurred in connection with such
defeasance (including Rating Agency fees, accountants' fees and costs incurred
in connection with any required opinions of counsel) would not be paid by the
related Mortgagor, or (v) unless such confirmation is not required pursuant to
the first paragraph of this Section 3.20(k), either Rating Agency does not
confirm in writing to the Master Servicer that the acceptance of a pledge of the
Defeasance Collateral in lieu of a full prepayment will not result in an Adverse
Rating Event.

         All expenses related to the defeasance of a Defeasance Loan shall be
charged to the related Mortgagor or other responsible party.

         (l) With respect to any ARD Loan (other than the Westfield Portfolio
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 Loan if (i) such ARD Loan
is not a Specially Serviced Loan (on which the Special Servicer may waive
accrued Additional Interest pursuant to Section 3.20(e)), (ii) prior to the
related maturity date, the related Mortgagor has requested the right to prepay
such ARD Loan in full together with all payments required under such ARD Loan in
connection with such prepayment (except for all or a portion of such accrued
Additional Interest), and (iii) the Master Servicer has determined, in its
reasonable, good faith judgment, that the waiver of the Trust's

                                     -169-
<PAGE>

right to receive such accrued Additional Interest is reasonably likely to
produce a greater payment to Certificateholders (as a collective whole) (or, if
the Fashion Valley Mall Loan Pair is involved, to produce a greater payment to
the Certificateholders and the related 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 Fashion Valley Mall Loan Pair, to Certificateholders and the
related Companion Loan Noteholder) to be performed at the related Mortgage Rate
(or, in the case of the Fashion Valley Mall Loan Pair, at the weighted average
of the Mortgage Rates of such Loan Pair) than a refusal to waive the right to
such Additional Interest; provided that any such waiver of Additional Interest
accrued on the Fashion Valley Mall 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 related Co-Lender and Servicing Agreement, such that the
related Companion Loan Noteholder shall not gain any priority over the Trust as
holder of the Fashion Valley Mall Mortgage Loan with respect to the payment of
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 Performing Serviced 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 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,
and the Master Servicer may conclusively rely on the Special Servicer's,
determination that a Servicing Transfer Event has occurred giving rise to a
Serviced 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

                                     -170-
<PAGE>

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) the amount of all
payments, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
received, and the amount of any Realized Loss incurred, with respect to each
Specially Serviced Loan during the related Collection Period, and the amount of
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received, and
the amount of any Realized Loss incurred, with respect to each Administered REO
Property during the related Collection Period, (2) 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,
(3) in writing, a brief narrative summary of the status of each Specially
Serviced Loan and (4) such additional information relating to the Specially
Serviced Loans and Administered 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), (xi) and (xii), provides for events of default with respect to the
Sub-Servicer substantially the same as those set forth in Section

                                     -171-
<PAGE>

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 a Sub-Servicing Agreement relating to a Serviced Loan Pair, the related
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
any 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 Serviced Mortgage Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased Mortgage
Loan at its option and without penalty; (v) does not permit the Sub-Servicer to
enter into or consent to any modification, extension, waiver or amendment or
otherwise take any action on behalf of the Master Servicer or the Special
Servicer contemplated by Section 3.08, Section 3.09 and Section 3.20 hereof
without the consent of the Master Servicer or Special Servicer, as the case may
be; and (vi) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund. In
addition, each Sub-Servicing Agreement entered into by the Master Servicer
(including any with an effective date on or before the Closing Date) shall
provide that such agreement shall, with respect to any Serviced 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 such
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 a Companion Loan Noteholder, copies of any
Sub-Servicing Agreement in respect of the related 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), 4.03A(d) and 4.03B(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

                                     -172-
<PAGE>

and the Special Servicer each shall notify the other, the Trustee, the
Depositor, the Controlling Class Certificateholders and, if a Serviced Loan Pair
is affected, the related 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) except
for any Sub-Servicer that is servicing any of the Mortgage Loans on the Closing
Date, shall be an approved conventional seller/servicer of mortgage loans for
FHLMC or Fannie Mae or a HUD-Approved Servicer.

         (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of a Companion Loan,
also for the benefit of the related Companion Loan Noteholder, shall (at no
expense to the Trustee, the Certificateholders, the Companion Loan Noteholders
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 Serviced Loans.

         (d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) that still exists at the time
of such termination: (i) to assume the rights and obligations of the Master
Servicer under such Sub-Servicing Agreement and continue the sub-servicing
arrangements thereunder on the same terms (including the obligation to pay the
same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with
such Sub-Servicer on such terms as the Trustee or other successor Master
Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer), provided that neither the Trustee nor any successor
Master Servicer shall enter into a new Sub-Servicing Agreement with a
Sub-Servicer that was a party to a Sub-Servicing Agreement as of the Closing
Date, if such new Sub-Servicing Agreement amends, alters or fails to restate any
rights of any Underwriter or Mortgage Loan Seller under the existing
Sub-Servicing Agreement with respect to the termination of the Sub-Servicer and
the appointment of a successor thereto or any rights of any Underwriter or
Mortgage Loan Seller as a third party beneficiary under such Sub-Servicing
Agreement, unless the successor Master Servicer has obtained the prior written
consent to the terms of such new Sub-Servicing Agreement from such Underwriter
or Mortgage Loan Seller, as the case may be; or (iii) to terminate the
Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such
Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

         The Sub-Servicers as to which Sub-Servicing Agreements are in effect or
being negotiated as of the Closing Date are listed on Exhibit K hereto.

                                     -173-
<PAGE>

         (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 Companion Loan Noteholders 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 Serviced Loans and/or
Administered 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 Companion Loan Noteholders, as of the Closing Date,
that:

         (i) The Master Servicer is a national banking association, duly
     organized under the laws of the United States, and the Master Servicer is
     in compliance with the laws of each state in which any Mortgaged Property
     is located to the extent necessary to perform its obligations under this
     Agreement.

         (ii) The execution and delivery of this Agreement by the Master
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Master Servicer, will not violate the Master Servicer's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material agreement or other material
     instrument to which it is a party or which is applicable to it or any of
     its assets. (iii) The Master Servicer has the full power and authority to
     enter into and consummate all transactions contemplated by this Agreement,
     has duly authorized the execution, delivery and performance of this
     Agreement, and has duly executed and delivered this Agreement.

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

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

         (vi) No litigation is pending or, to the best of the Master Servicer's
     knowledge, threatened, against the Master Servicer, the outcome of which,
     in the Master Servicer's good

                                     -174-
<PAGE>

     faith and reasonable judgment, could reasonably be expected to prohibit the
     Master Servicer from entering into this Agreement or materially and
     adversely affect the ability of the Master Servicer to perform its
     obligations under this Agreement.

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

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

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

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

         (c) Any successor Master Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.23(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.23(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

         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 Companion Loan Noteholders, as of the Closing Date,
that:

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

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

                                     -175-
<PAGE>

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

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

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

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

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

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

         (b) The representations and warranties of the Special Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

         (c) Any successor Special Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

                                     -176-
<PAGE>


         SECTION 3.25. Certain Matters Regarding the Purchase of the Fashion
                       Valley Mall Mortgage Loan and the 400 Atlantic Street
                       Mortgage Loan.

         If, pursuant to Section 2.03, Section 3.18 and Section 9.01, the
Fashion Valley Mall Mortgage Loan or the 400 Atlantic Street Mortgage Loan is
purchased or repurchased from the Trust Fund, the purchaser thereof shall be
bound by the terms of the related Co-Lender and Servicing Agreement and shall
assume the rights and obligations of the "Note A Lender" under the related
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 related 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 Note A Lender or a custodian
appointed thereby for the benefit of the "Note A Lender" and the "Note B Lender"
as their interests appear under the related Co-Lender and Servicing Agreement.
If the related Servicing File is not already in the possession of such party, it
shall be delivered to the master servicer or special servicer, as the case may
be, under the related 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 in the Mortgage Pool during
any Collection Period, shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:

         first, to pay to the Fiscal Agent, the Trustee, the Master Servicer or
     the Special Servicer, in that order, any interest due and owing to such
     party on any outstanding Advances made thereby with respect to any Mortgage
     Loan or REO Mortgage Loan in the Mortgage Pool and reimbursed in the
     related Collection Period;

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

         third, to reimburse the Trust for any interest on Advances paid to the
     Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer in
     the preceding twelve months with respect to any Mortgage Loan or REO
     Mortgage Loan in the Mortgage Pool, which payment was made from a source
     other than Default Charges and not previously reimbursed under this clause
     third;

         fourth, to reimburse the Trust for any other Additional Trust Fund
     Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
     Fees) paid in the preceding twelve months with respect to any Mortgage Loan
     or REO Mortgage Loan in the Mortgage Pool, which payment was made from a
     source other than Default Charges and not previously reimbursed under this
     clause fourth; and

         fifth, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") as additional master servicing
     compensation to the Master Servicer, if they

                                     -177-
<PAGE>

     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;

provided that the foregoing shall not apply to that portion of any Default
Charges collected on the Westfield Portfolio Mortgage Loan that are retained by
the Westfield Portfolio Lead Lender or its servicing agent; and provided,
further, that, any and all Default Charges that are actually collected with
respect to a Mortgage Loan in a Serviced Loan Pair during any Collection Period
(as allocable thereto pursuant to the loan agreement, in the case of the Fashion
Valley Mall Mortgage Loan, and pursuant to Section 4.01 of the 400 Atlantic
Street Co-Lender and Servicing Agreement, in the case of the 400 Atlantic Street
Mortgage Loan) shall be applied for the following purpose, prior to being
applied in accordance with clauses first through fourth above, in each case to
the extent of the remaining portion of such Default Charges: to pay the Fiscal
Agent, the Trustee, the Fashion Valley Mall Fiscal Agent or the 400 Atlantic
Street Fiscal Agent, as applicable, the Fashion Valley Mall Trustee or the 400
Atlantic Street Trustee, as applicable, the Master Servicer or the Special
Servicer, in that order, any interest due and owing to such party on any
outstanding Servicing Advance made thereby with respect to such Loan Pair or the
related Mortgaged Property and/or any outstanding P&I Advance made thereby with
respect to such Mortgage Loan or any successor REO Loan with respect thereto,
which Advance was reimbursed in the related Collection Period, but in each case
only to the extent that Default Charges collected with respect to the respective
Companion Loan and applied pursuant to clause first of subsection (c) below are
insufficient for such purpose; and provided further, that no Default Charges
collected with respect to a Mortgage Loan in a Serviced Loan Pair may be applied
to pay interest on outstanding P&I Advances made with respect to the related
Companion Loan (such reimbursement to be made solely from Default Charges
collected with respect to such Companion Loan).

         (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a), are intended to be part of the amounts to be
delivered by the Master Servicer to the Trustee pursuant to the first paragraph
of Section 3.04(b) on or before the Master Servicer Remittance Date next
following the Collection Period during which they were received, for deposit in
the Collection Account, subject to application pursuant to Section 3.05(a) for
any items payable out of general collections on the Mortgage Loans and any REO
Properties. Default Charges applied to pay outstanding interest on Advances to
any particular party pursuant to clause first of subsection (a) shall be applied
to pay such party such interest on Advances in such manner that the interest
that accrued first and has been outstanding the longest shall be paid first.
Default Charges applied to pay outstanding expenses pursuant to clause second of
subsection (a) shall be applied to pay such expenses in the chronological order
in which they were incurred. Default Charges applied to reimburse the Trust
pursuant to clauses third and fourth of subsection (a) shall be deemed to offset
either interest paid on Advances or other Additional Trust Fund Expenses,
depending on which clause is applicable, in the chronological order in which
they were made or incurred, as applicable (whereupon such interest paid on
Advances or such other Additional Trust Fund Expenses, depending on which clause
is applicable, shall thereafter be deemed to have been paid out of Default
Charges).

         (c) Any and all Default Charges that are actually collected with
respect to the Fashion Companion Loan, the 400 Atlantic Street Companion Loan or
any successor REO Loan with respect to either such Loan during any Collection
Period (as allocable thereto pursuant to the loan agreement, in the case of the
Fashion Valley Mall Mortgage Loan, and pursuant to Section 4.01 of the 400
Atlantic

                                     -178-
<PAGE>

Street Co-Lender and Servicing Agreement, in the case of the 400 Atlantic Street
Mortgage Loan), shall be applied for the following purposes and in the following
order, in each case to the extent of the remaining portion of such Default
Charges:

         first, to pay to the Fiscal Agent, the Trustee, the Fashion Valley Mall
     Fiscal Agent or the 400 Atlantic Street Fiscal Agent, as applicable, the
     Fashion Valley Mall Trustee or the 400 Atlantic Street Trustee, as
     applicable, the Master Servicer or the Special Servicer, in that order, any
     interest due and owing to such party on any outstanding Advances made
     thereby with respect to any Loan or REO Loan in the subject Loan Pair or
     the related Mortgaged Property and reimbursed in the related Collection
     Period (to be applied with respect to any particular party in such manner
     that the interest that accrued first and has been outstanding the longest
     shall be paid first); and

         second, 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 with respect to
     the subject Companion Loan during a period that it was not a Specially
     Serviced Loan or REO Loan, or as additional special servicing compensation
     to the Special Servicer, if they were received with respect to the subject
     Companion Loan during a period that it was a Specially Serviced Loan or an
     REO Loan, in each case pursuant to Section 3.11;





                                     -179-
<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, the
Special Servicer and, to the extent applicable, the Westfield Portfolio
Servicers, 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 the Senior Certificates, up to an amount equal to, and pro rata
     as among such Classes in accordance with, all Distributable Certificate
     Interest in respect of each such Class of Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates, if any;

         second, distributions of principal to the Holders of the respective
     Classes of the Class A Certificates, allocable as among 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 immediately prior to such Distribution Date) equal to the
     entire Principal Distribution Amount for such Distribution Date; and

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

         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
Certificates on such Distribution Date, pursuant to the preceding paragraph,
first, to the Holders of the Class A-1 Certificates, until the Class Principal
Balance of such Class has been reduced to zero, second, to the Holders of the
Class A-2 Certificates, until the Class Principal Balance of such Class has been
reduced to zero, third, to the Holders of the Class A-3 Certificates, until the
Class Principal Balance of such Class has been reduced to zero, and last, to the
Holders of the Class A-4 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 Certificates on such Distribution Date pursuant to the
preceding paragraph to the Holders of all the Classes of the Class A
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 any Class of Interest
Only Certificates on any Distribution Date as provided above shall be made, and
deemed to have been made, in respect of the

                                     -180-
<PAGE>

various REMIC III Components of such Class of Interest Only Certificates, pro
rata in accordance with the respective amounts of Distributable Component
Interest in respect of such REMIC III Components for such Distribution Date and,
to the extent not previously deemed paid pursuant to this paragraph, for all
prior Distribution Dates, if any.

         (b) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer, the Special
Servicer and, to the extent applicable, the Westfield Portfolio Servicers,
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

                                     -181-
<PAGE>

     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 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));

                                     -182-
<PAGE>

         (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;

         (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

                                     -183-
<PAGE>

     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));

         (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;

                                     -184-
<PAGE>

         (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 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));

                                     -185-
<PAGE>

         (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;

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

         (xli) after the Class Principal Balance of the Class P Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class Q Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

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

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

         (xliv) after the Class Principal Balance of the Class Q Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class S Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to Section 4.01(a) above or pursuant to any
     prior clause of this Section 4.01(b));

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

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

         (xlvii) after the Class Principal Balance of the Class S Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class T Certificates, up

                                     -186-
<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));

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

         (xlix) to make distributions to the Holders of the Class R-III
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC II Regular Interests on
     such Distribution Date pursuant to Section 4.01(j), over (B) the aggregate
     distributions made in respect of the Regular Interest Certificates on such
     Distribution Date pursuant to Section 4.01(a) above and/or pursuant to
     clauses (i) through (xlviii) of this Section 4.01(b);

         (l) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j); and

         (li) to make distributions to the Holders of the Class R-I
     Certificates, up to an amount equal to the excess, if any, of (A) the
     Available Distribution Amount for such Distribution Date, over (B) the
     aggregate distributions made in respect of the other Classes of
     Certificates on such Distribution Date pursuant to Section 4.01(a) above
     and/or pursuant to clauses (i) through (l) of this Section 4.01(b).

         (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount Received by the Trust with respect to any Mortgage
Loan or REO Mortgage Loan during the related Collection Period (or, in the case
of the Westfield Portfolio Mortgage Loan, Received by the Trust since the
preceding Distribution Date) 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.

         Any Net Prepayment Consideration not otherwise distributed in respect
of the Principal Balance Certificates pursuant to the foregoing paragraph of
this Section 4.01(c) shall be distributed to the Holders of the Class X-CL
Certificates. Any Net Prepayment Consideration distributed in respect of the
Class X-CL Certificates on any Distribution Date shall be deemed to have been
distributed in respect of the respective REMIC III Components of the Class X-CL
Certificates, on a pro rata basis in accordance with the respective amounts by
which the Component Notional Amounts of such REMIC III


                                     -187-
<PAGE>

Components were reduced on such Distribution Date by deemed distributions of
principal pursuant to Section 4.01(j).

         (d) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amounts that represent Additional Interest Received by
the Trust with respect to the ARD Mortgage Loans and any successor REO Mortgage
Loans during the related Collection Period (or, in the case of the Westfield
Portfolio Mortgage Loan, Received by the Trust since the preceding Distribution
Date) and shall distribute such amounts to the Holders of the Class V
Certificates.

         (e) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no less than five Business Days prior to (or, in the
case of the initial Distribution Date, on) the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) will be made in a like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense
previously allocated thereto, which reimbursement is to occur after the date on
which such Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Certificateholder that
surrendered such Certificate as such address last appeared in the Certificate
Register or to any other address of which the Trustee was subsequently notified
in writing. If such check is returned to the Trustee, then the Trustee, directly
or through an agent, shall take such reasonable steps to contact the related
Holder and deliver such check as it shall deem appropriate. Any funds in respect
of a check returned to the Trustee shall be set aside by the Trustee and held
uninvested in trust and credited to the account of the appropriate Holder. The
costs and expenses of locating the appropriate Holder and holding such funds
shall be paid out of such funds. No interest shall accrue or be payable to any
former Holder on any amount held in trust hereunder. If the Trustee has not,
after having taken such reasonable steps, located the related Holder by the
second anniversary of the initial sending of a check, the Trustee shall, subject
to applicable law, distribute the unclaimed funds to the Class R-III
Certificateholders.

         (f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the

                                     -188-
<PAGE>

Master Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law. The Trustee and the Depositor
shall perform their respective obligations under each Letter of Representations
among the Depositor, the Trustee and the initial Depository dated as of the
Closing Date and pertaining to the Book-Entry Certificates.

         (g) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

         (h) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date a notice to the effect that:

         (i) the Trustee expects that the final distribution with respect to
     such Class of Certificates will be made on such Distribution Date but only
     upon presentation and surrender of such Certificates at the office of the
     Certificate Registrar or at such other location therein specified, and

         (ii) no interest shall accrue on such Certificates from and after the
     end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(h) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-III Certificateholders all
unclaimed funds and other assets which remain subject thereto.

         (i) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent

                                     -189-
<PAGE>

of Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

         (j) All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section
9.01 shall be deemed to have first been distributed from REMIC II to REMIC III
with respect to the Corresponding REMIC II Regular Interest(s) for such Class of
Certificates; and all distributions made with respect to each Class of Interest
Only Certificates on each Distribution Date pursuant to Section 4.01(a), Section
4.01(c) or Section 9.01, and allocable to any particular REMIC III Component of
such Class of Certificates, shall be deemed to have first been distributed from
REMIC II to REMIC III in respect of the Corresponding REMIC II Regular Interest
for such REMIC III Component. In each case, if such distribution on any such
Class of Certificates was a distribution of accrued interest, of principal, of
additional interest (in the form of Net Prepayment Consideration) or in
reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously allocated to such Class of Certificates, then the corresponding
distribution deemed to be made on a REMIC II Regular Interest pursuant to the
preceding sentence (and, if applicable the next paragraph) shall be deemed to
also be, respectively, a distribution of accrued interest, of principal, of
additional interest (in the form of Net Prepayment Consideration) or in
reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously allocated to REMIC III in respect of such REMIC II Regular Interest.

         The Class A-2, Class A-3 and Class F Certificates shall, in the case of
each such Class of Certificates, have three Corresponding REMIC II Regular
Interests. The Class A-4, Class G, Class H and Class J Certificates shall, in
the case of each such Class of Certificates, have two Corresponding REMIC II
Regular Interests. Each other Class of Principal Balance Certificates shall have
one Corresponding REMIC II Regular Interest.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest
A-2-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of accrued interest deemed
payable on each such REMIC II Regular Interest for the subject Distribution
Date. Deemed distributions of principal made on REMIC II Regular Interest A-2-1,
REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 shall be
allocated first to REMIC II Regular Interest A-2-1, until its Uncertificated
Principal Balance is reduced to zero, then to REMIC II Regular Interest A-2-2,
until its Uncertificated Principal Balance is reduced to zero, and last to REMIC
II Regular Interest A-2-3, until its Uncertificated Principal Balance is reduced
to zero. Deemed distributions of additional interest (in the form of Net
Prepayment Consideration) made on REMIC II Regular Interest A-2-1, REMIC II
Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 shall be allocated
entirely to REMIC II Regular Interest A-2-1, for so long as its Uncertificated
Principal Balance is greater than zero, then to REMIC II Regular Interest A-2-2,
for so long as its Uncertificated Principal Balance is greater than zero after
the Uncertificated Principal Balance of REMIC II Regular Interest A-2-1 has been
reduced to zero, and last to REMIC II Regular Interest A-2-3, for so long as its
Uncertificated Principal Balance is greater than zero after the Uncertificated
Principal Balance of REMIC II Regular Interest A-2-1 and REMIC II Regular
Interest A-2-2 have been reduced to zero. Deemed distributions in reimbursement
of previously allocated Realized Losses and Additional Trust

                                     -190-
<PAGE>

Fund Expenses made on REMIC II Regular Interest A-2-1, REMIC II Regular Interest
A-2-2 and REMIC II Regular Interest A-2-3 shall be allocated among those three
REMIC II Regular Interests on a pro rata basis in accordance with the respective
amounts deemed reimbursable with respect thereto for the subject Distribution
Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular Interest
A-3-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of accrued interest deemed
payable on each such REMIC II Regular Interest for the subject Distribution
Date. Deemed distributions of principal made on REMIC II Regular Interest A-3-1,
REMIC II Regular Interest A-3-2 and REMIC II Regular Interest A-3-3 shall be
allocated first to REMIC II Regular Interest A-3-1, until its Uncertificated
Principal Balance is reduced to zero, then to REMIC II Regular Interest A-3-2,
until its Uncertificated Principal Balance is reduced to zero, and last to REMIC
II Regular Interest A-3-3, until its Uncertificated Principal Balance is reduced
to zero. Deemed distributions of additional interest (in the form of Net
Prepayment Consideration) made on REMIC II Regular Interest A-3-1, REMIC II
Regular Interest A-3-2 and REMIC II Regular Interest A-3-3 shall be allocated
entirely to REMIC II Regular Interest A-3-1, for so long as its Uncertificated
Principal Balance is greater than zero, then to REMIC II Regular Interest A-3-2,
for so long as its Uncertificated Principal Balance is greater than zero after
the Uncertificated Principal Balance of REMIC II Regular Interest A-3-1 has been
reduced to zero, and last to REMIC II Regular Interest A-3-3, for so long as its
Uncertificated Principal Balance is greater than zero after the Uncertificated
Principal Balance of REMIC II Regular Interest A-3-1 and REMIC II Regular
Interest A-3-2 have been reduced to zero. Deemed distributions in reimbursement
of previously allocated Realized Losses and Additional Trust Fund Expenses made
on REMIC II Regular Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II
Regular Interest A-3-3 shall be allocated among those three REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts deemed
reimbursable with respect thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-4-1 and REMIC II Regular Interest A-4-2 shall be allocated between
those two REMIC II Regular Interests on a pro rata basis in accordance with the
respective amounts of accrued interest deemed payable on each such REMIC II
Regular Interest for the subject Distribution Date. Deemed distributions of
principal made on REMIC II Regular Interest A-4-1 and REMIC II Regular Interest
A-4-2 shall be allocated first to REMIC II Regular Interest A-4-1, until its
Uncertificated Principal Balance is reduced to zero, and then to REMIC II
Regular Interest A-4-2, until its Uncertificated Principal Balance is reduced to
zero. Deemed distributions of additional interest (in the form of Net Prepayment
Consideration) made on REMIC II Regular Interest A-4-1 and REMIC II Regular
Interest A-4-2 shall be allocated entirely to REMIC II Regular Interest A-4-1,
for so long as its Uncertificated Principal Balance is greater than zero, and
then to REMIC II Regular Interest A-4-2, for so long as its Uncertificated
Principal Balance is greater than zero after the Uncertificated Principal
Balance of REMIC II Regular Interest A-4-1 has been reduced to zero. Deemed
distributions in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made on REMIC II Regular Interest A-4-1 and REMIC
II Regular Interest A-4-2 shall be allocated between those two REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts deemed
reimbursable with respect thereto for the subject Distribution Date.

                                     -191-
<PAGE>

         Deemed distributions of accrued interest made on REMIC II Regular
Interest F-1, REMIC II Regular Interest F-2 and REMIC II Regular Interest F-3
shall be allocated among those three REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts of accrued interest deemed
payable on each such REMIC II Regular Interest for the subject Distribution
Date. Deemed distributions of principal made on REMIC II Regular Interest F-1,
REMIC II Regular Interest F-2 and REMIC II Regular Interest F-3 shall be
allocated first to REMIC II Regular Interest F-1, until its Uncertificated
Principal Balance is reduced to zero, then to REMIC II Regular Interest F-2,
until its Uncertificated Principal Balance is reduced to zero, and last to REMIC
II Regular Interest F-3, until its Uncertificated Principal Balance is reduced
to zero. Deemed distributions of additional interest (in the form of Net
Prepayment Consideration) made on REMIC II Regular Interest F-1, REMIC II
Regular Interest F-2 and REMIC II Regular Interest F-3 shall be allocated
entirely to REMIC II Regular Interest F-1, for so long as its Uncertificated
Principal Balance is greater than zero, then to REMIC II Regular Interest F-2,
for so long as its Uncertificated Principal Balance is greater than zero after
the Uncertificated Principal Balance of REMIC II Regular Interest F-1 has been
reduced to zero, and last to REMIC II Regular Interest F-3, for so long as its
Uncertificated Principal Balance is greater than zero after the Uncertificated
Principal Balance of REMIC II Regular Interest F-1 and REMIC II Regular Interest
F-2 have been reduced to zero. Deemed distributions in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses made on
REMIC II Regular Interest F-1, REMIC II Regular Interest F-2 and REMIC II
Regular Interest F-3 shall be allocated among those three REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts deemed
reimbursable with respect thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest G-1 and REMIC II Regular Interest G-2 shall be allocated between those
two REMIC II Regular Interests on a pro rata basis in accordance with the
respective amounts of accrued interest deemed payable on each such REMIC II
Regular Interest for the subject Distribution Date. Deemed distributions of
principal made on REMIC II Regular Interest G-1 and REMIC II Regular Interest
G-2 shall be allocated first to REMIC II Regular Interest G-1, until its
Uncertificated Principal Balance is reduced to zero, and then to REMIC II
Regular Interest G-2, until its Uncertificated Principal Balance is reduced to
zero. Deemed distributions of additional interest (in the form of Net Prepayment
Consideration) made on REMIC II Regular Interest G-1 and REMIC II Regular
Interest G-2 shall be allocated entirely to REMIC II Regular Interest G-1, for
so long as its Uncertificated Principal Balance is greater than zero, and then
to REMIC II Regular Interest G-2, for so long as its Uncertificated Principal
Balance is greater than zero after the Uncertificated Principal Balance of REMIC
II Regular Interest G-1 has been reduced to zero. Deemed distributions in
reimbursement of previously allocated Realized Losses and Additional Trust Fund
Expenses made on REMIC II Regular Interest G-1 and REMIC II Regular Interest G-2
shall be allocated between those two REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts deemed reimbursable with respect
thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest H-1 and REMIC II Regular Interest H-2 shall be allocated between those
two REMIC II Regular Interests on a pro rata basis in accordance with the
respective amounts of accrued interest deemed payable on each such REMIC II
Regular Interest for the subject Distribution Date. Deemed distributions of
principal made on REMIC II Regular Interest H-1 and REMIC II Regular Interest
H-2 shall be allocated first to REMIC II Regular Interest H-1, until its
Uncertificated Principal Balance is reduced to zero, and then to REMIC II
Regular Interest H-2, until its Uncertificated Principal Balance is reduced to
zero. Deemed distributions of additional interest (in the form of Net Prepayment
Consideration) made on REMIC II

                                     -192-
<PAGE>

Regular Interest H-1 and REMIC II Regular Interest H-2 shall be allocated
entirely to REMIC II Regular Interest H-1, for so long as its Uncertificated
Principal Balance is greater than zero, and then to REMIC II Regular Interest
H-2, for so long as its Uncertificated Principal Balance is greater than zero
after the Uncertificated Principal Balance of REMIC II Regular Interest H-1 has
been reduced to zero. Deemed distributions in reimbursement of previously
allocated Realized Losses and Additional Trust Fund Expenses made on REMIC II
Regular Interest H-1 and REMIC II Regular Interest H-2 shall be allocated
between those two REMIC II Regular Interests on a pro rata basis in accordance
with the respective amounts deemed reimbursable with respect thereto for the
subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest J-1 and REMIC II Regular Interest J-2 shall be allocated between those
two REMIC II Regular Interests on a pro rata basis in accordance with the
respective amounts of accrued interest deemed payable on each such REMIC II
Regular Interest for the subject Distribution Date. Deemed distributions of
principal made on REMIC II Regular Interest J-1 and REMIC II Regular Interest
J-2 shall be allocated first to REMIC II Regular Interest J-1, until its
Uncertificated Principal Balance is reduced to zero, and then to REMIC II
Regular Interest J-2, until its Uncertificated Principal Balance is reduced to
zero. Deemed distributions of additional interest (in the form of Net Prepayment
Consideration) made on REMIC II Regular Interest J-1 and REMIC II Regular
Interest J-2 shall be allocated entirely to REMIC II Regular Interest J-1, for
so long as its Uncertificated Principal Balance is greater than zero, and then
to REMIC II Regular Interest J-2, for so long as its Uncertificated Principal
Balance is greater than zero after the Uncertificated Principal Balance of REMIC
II Regular Interest J-1 has been reduced to zero. Deemed distributions in
reimbursement of previously allocated Realized Losses and Additional Trust Fund
Expenses made on REMIC II Regular Interest J-1 and REMIC II Regular Interest J-2
shall be allocated between those two REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts deemed reimbursable with respect
thereto for the subject Distribution Date.

         The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 9.01, as applicable, shall be deemed to have
been so made from the amounts deemed distributed with respect to the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

         (k) On each Distribution Date, including the Final Distribution Date,
the Available Distribution Amount for such date shall be deemed to have first
been distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interests, in each case to the extent of the remaining portions of such funds,
for the following purposes and in the following order of priority:

         (i) as deemed distributions of interest with respect to all the REMIC I
     Regular Interests, up to an amount equal to, and pro rata in accordance
     with, all Uncertificated Distributable Interest with respect to each REMIC
     I Regular Interest for such Distribution Date and, to the extent not
     previously deemed distributed, for all prior Distribution Dates;

         (ii) as deemed distributions of principal with respect to all the REMIC
     I Regular Interests, up to an amount equal to, and pro rata in accordance
     with, as to each REMIC I Regular Interest, the portion of the Principal
     Distribution Amount for such Distribution Date

                                     -193-
<PAGE>

     attributable to the related Mortgage Loan or any successor REO Mortgage
     Loan (or, in the case of each of REMIC I Regular Interest FVM-1 and REMIC I
     Regular Interest FVM-2, the applicable Loan Component of the Mortgage Note
     for the Fashion Valley Mall Mortgage Loan or any successor REO Mortgage
     Loan or, in the case of each of REMIC I Regular Interest 400AS-1 and REMIC
     I Regular Interest 400AS-2, the applicable Loan Component of the Mortgage
     Note for the 400 Atlantic Street Mortgage Loan or any successor REO
     Mortgage Loan or, in the case of each of REMIC I Regular Interest WP-1,
     REMIC I Regular Interest WP-2, REMIC I Regular Interest WP-3 and REMIC I
     Regular Interest WP-4, the applicable Loan Component of the Westfield
     Portfolio Mortgage Loan or any successor REO Mortgage Loan); and

         (iii) as deemed distributions with respect to all the REMIC I Regular
     Interests, up to an amount equal to, pro rata in accordance with, and in
     reimbursement of, any Realized Losses and Additional Trust Fund Expenses
     previously allocated to each REMIC I Regular Interest (with compounded
     interest).

         Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interest corresponding to the prepaid Mortgage Loan or REO Mortgage Loan (or, in
the case of each of REMIC I Regular Interest FVM-1 and REMIC I Regular Interest
FVM-2, the applicable Loan Component of the Mortgage Note for the Fashion Valley
Mall Mortgage Loan or any successor REO Mortgage Loan or, in the case of each of
REMIC I Regular Interest 400AS-1 and REMIC I Regular Interest 400AS-2, the
applicable Loan Component of the Mortgage Note for the 400 Atlantic Street
Mortgage Loan or any successor REO Mortgage Loan or, in the case of each of
REMIC I Regular Interest WP-1, REMIC I Regular Interest WP-2, REMIC I Regular
Interest WP-3 and REMIC I Regular Interest WP-4, the applicable Loan Component
of the Westfield Portfolio Mortgage Loan or any successor REO Mortgage 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 the Special Servicer and, to the extent applicable, the Westfield
Portfolio Servicers.

         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

                                     -194-
<PAGE>

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 will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor.

         The Trustee's internet website shall initially be located at
www.etrustee.net or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the other parties hereto, the Controlling Class
Representative (if any), the Certificateholders and the Rating Agencies. In
connection with providing access to the Trustee's internet website, the Trustee
may require the acceptance of a disclaimer. The Trustee shall not be liable for
the dissemination of information in accordance with this Agreement.

         The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports, 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 initially 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).

         During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of a Certificateholder Report, a CMSA NOI Adjustment
Worksheet or a CMSA Operating Statement Analysis Report shall be deemed to have
agreed to keep confidential the information therein until such Distribution Date
Statement is

                                     -195-
<PAGE>

filed with the Commission, and each Certificateholder Report, CMSA NOI
Adjustment Worksheet and CMSA Operating Statement Analysis Report shall bear a
legend to the effect that: "Until this statement/report is filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep
the information contained herein confidential and such information will not,
without the prior consent of the Master Servicer or the Trustee, be disclosed by
such recipient or by its officers, directors, partners, employees, agents or
representatives in any manner whatsoever, in whole or in part."

         Absent manifest error of which it has actual knowledge, none of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor, a
Mortgage Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, a Mortgage Loan Seller, a third party or each other.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall send to each Person who at any time during the calendar year
was a Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items relating to distributions of principal and interest
(including Prepayment Premiums, Yield Maintenance Charges and Additional
Interest) to Certificateholders during such calendar year set forth in the
Distribution Date Statements and such other information as may be required to
enable such Certificateholders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on each
Class of Certificates and information regarding the expenses of the Trust Fund.
Such requirement shall be deemed to be satisfied to the extent such information
is provided pursuant to applicable requirements of the Code from time to time in
force.

         Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) 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 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


                                     -196-
<PAGE>

Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

         The Trustee shall only be obligated to deliver the statements, reports
and information contemplated by this Section 4.02(a) to the extent it receives,
in the format required by this Agreement, the necessary underlying information
from the Master Servicer, the Special Servicer or the Westfield Portfolio
Servicers, as applicable, and shall not be liable for any failure to deliver any
thereof on the prescribed due dates, to the extent caused by failure to receive
timely such underlying information. Nothing herein shall obligate the Trustee,
the Master Servicer or the Special Servicer to violate any applicable law
prohibiting disclosure of information with respect to any Mortgagor and the
failure of the Trustee, Master Servicer or the Special Servicer to disseminate
information for such reason shall not be a breach hereof.

         The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any Person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three Business Days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (C) the Trustee
shall be entitled to indicate the source of all information furnished by it, and
the Trustee may affix thereto any disclaimer it deems appropriate in its
reasonable discretion, (D) the Trustee shall notify Certificateholders of the
availability of any such information in any manner as it, in its sole
discretion, may determine, and (E) this provision shall not prevent the Trustee,
whether with or without the consent of the Depositor, from furnishing
information with respect to the Trust Fund and its administration thereof to any
Person, if it reasonably determines that the furnishing of such information is
required by applicable law. The Trustee shall forward to the Depositor any
requests for Additional Information which, for their fulfillment, require the
consent of the Depositor. Nothing herein shall be construed to impose upon the
Trustee any obligation or duty to furnish or distribute any Additional
Information to any Person in any instance.

         (b) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee, and upon request, to the Depositor, the Underwriters and the
Special Servicer, by electronic transmission (or in such other form to which the
Trustee or the Depositor, as the case may be, and the Master Servicer may
agree), an accurate and complete CMSA Loan Periodic Update File providing the
required information for the Mortgage Loans (other than the Westfield Portfolio
Mortgage Loan) and any successor REO Mortgage Loans as of the related
Determination Date

                                     -197-
<PAGE>

         In the performance of its obligations set forth in Section 4.05 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer and, to the extent
applicable, any comparable information provided to it by the Westfield Portfolio
Servicers, 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 Fashion Valley
Mall Mortgage Loan, the 400 Atlantic Street Mortgage Loan, the Westfield
Portfolio Mortgage Loan or any successor REO Mortgage Loans with respect
thereto), 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) 593-7820 or (704) 593-7831 (or such alternative
number provided by the Master Servicer to the Trustee in writing) as soon as
possible, but in any event before 5:00 p.m., New York City time, on such 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
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.

                                     -198-
<PAGE>

         All P&I Advances with respect to the Westfield Portfolio Mortgage Loan
or any successor REO Mortgage Loan are required to be made by the Westfield
Portfolio Servicer pursuant to, and as and when required by, the Westfield
Portfolio Servicing Agreement. If, as of 4:00 p.m., New York City time, on any
P&I Advance Date, the Westfield Portfolio Master Servicer shall not have made
the portion of any P&I Advance required to be made pursuant to the Westfield
Portfolio Servicing Agreement that is allocable to the Westfield Portfolio
Mortgage Loan or any successor REO Mortgage Loan (and shall not have delivered
to the Trustee an officer's certificate and documentation related to a
determination of nonrecoverability of a P&I Advance as contemplated by the
Westfield Portfolio Servicing Agreement), then the Trustee shall provide notice
of such failure to an appropriate officer of the Westfield Portfolio Master
Servicer 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 portion of such P&I Advance by 10:00
a.m., New York City time, on the related Distribution Date, then (subject to
Section 4.03(c) below) the Trustee (or the Fiscal Agent on its behalf) shall
make the portion of such P&I Advance that was required to be, but was not, made
by the Westfield Portfolio Master Servicer on such P&I Advance Date pursuant to
the Westfield Portfolio Servicing Agreement and that is allocable to the
Westfield Portfolio Mortgage Loan or any successor REO Loan. 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.

         If the "Remittance Date" under the Westfield Portfolio Servicing
Agreement shall coincide with a Distribution Date, and if the Trustee shall not
have received, by 10:00 a.m.(New York City time) on such date, any remittance
required to be made under the Westfield Portfolio Servicing Agreement with
respect to the Westfield Portfolio Mortgage Loan on such date (whether in the
form of a P&I Advance or the pass-through of collections), then the Trustee (or
the Fiscal Agent on its behalf) shall, subject to a determination of
recoverability, advance the amount of such required remittance for inclusion as
part of the Available Distribution Amount for such Distribution Date. Such
advance shall be deemed to be a P&I Advance for all purposes hereunder; provided
that no interest shall accrue with respect to such P&I Advance pursuant to
Section 4.03(d) so long as the required remittance is received by the Trustee on
such Distribution Date in time for the Trustee to reinvest the funds from such
remittance; provided that the determination of whether the required remittance
is received on time to reinvest the funds is to be made by the Trustee in its
reasonable discretion based on its internal policies and procedures in effect at
the time of such determination.

         (b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to the
first paragraph of Section 4.03(a) in respect of any Distribution Date shall,
subject to Section 4.03(c) below, equal the aggregate of all Monthly Payments
(other than Balloon Payments) and any Assumed Monthly Payments, in each case net
of related Master Servicing Fees and any related Workout Fees, due or deemed
due, as the case may be, in respect of the Mortgage Loans (including Balloon
Mortgage Loans delinquent as to their respective Balloon Payments) and any REO
Mortgage Loans in the Mortgage Pool (exclusive of the Fashion Valley Mall
Mortgage Loan, the 400 Atlantic Street Mortgage Loan, the Westfield Portfolio
Mortgage Loan or any successor REO Mortgage Loans with respect thereto) on their
respective Due Dates during the related Collection Period, in each case to the
extent such amount was not paid by or on behalf of the related Mortgagor or
otherwise collected (including as net income from REO Properties) as of the
close of business on the related Determination Date; provided that if it is
determined that an Appraisal Reduction Amount exists with respect to any such
Mortgage Loan or REO Mortgage Loan,

                                     -199-
<PAGE>

then, in the event of subsequent delinquencies thereon, the amount of each P&I
Advance, if any, required to be made in respect of such Mortgage Loan or REO
Mortgage Loan, as the case may be, during the period that such Appraisal
Reduction Amount continues to exist, shall be reduced to equal the product of
(x) the amount of the subject P&I Advance that would otherwise be required
without regard to this proviso, multiplied by (y) a fraction, the numerator of
which is equal to the Stated Principal Balance of such Mortgage Loan or REO
Mortgage Loan, as the case may be, net of such Appraisal Reduction Amount, and
the denominator of which is equal to the Stated Principal Balance of such
Mortgage Loan or REO Mortgage Loan, as the case may be.

         (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable P&I Advance. The determination by the
Master Servicer that it has made a Nonrecoverable P&I Advance pursuant to this
Section 4.03 or that any proposed P&I Advance, if made pursuant to this Section
4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Fiscal Agent and the
Depositor on or before the related 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), 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 (or,
in the case of the Westfield Portfolio Mortgage Loan or any successor REO
Mortgage Loan, the Westfield Portfolio Master Servicer ) that a P&I Advance, if
made, would be a Nonrecoverable P&I Advance; provided, however, that if the
Master Servicer (or, in the case of the Westfield Portfolio Mortgage Loan or any
successor REO Mortgage Loan, the Westfield Portfolio Master Servicer) has failed
to make a P&I Advance for reasons other than a determination by the Master
Servicer (or, in the case of the Westfield Portfolio Mortgage Loan or any
successor REO Mortgage Loan, the Westfield Portfolio Master Servicer) that such
P&I Advance would be Nonrecoverable P&I Advance, the Trustee or Fiscal Agent
shall make such Advance within the time periods required by Section 4.03(a)
unless the Trustee or the Fiscal Agent, in its good faith, reasonable
discretion, makes a determination prior to the times specified in Section
4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance.

         (d) Subject to the proviso in the last paragraph of Section 4.03(a),
the Master Servicer, the Trustee and the Fiscal Agent shall each be entitled to
receive interest at the Reimbursement Rate in effect from time to time,
compounded annually, accrued on the amount of each P&I Advance made thereby
under this Section 4.03 (with its own funds) for so long as such P&I Advance is
outstanding; provided that if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further, that, in no
event shall interest so accrue on any P&I

                                     -200-
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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.
Interest so accrued on any P&I Advance made under this section shall be payable:
(i) out of any Default Charges collected on or in respect of the Mortgage Pool
during the same Collection Period in which such Advance is reimbursed; and (ii)
to the extent that such Default Charges are insufficient, but only if the
related Advance is being reimbursed at the same time or has been previously
reimbursed pursuant to this Agreement, out of general collections on the
Mortgage Loans and REO Properties on deposit in the 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.

         SECTION 4.03A. P&I Advances on the Fashion Valley Mall Loan Pair.

         (a) On or before 2:00 p.m., New York City time, on each Master Servicer
Remittance Date, the Master Servicer shall, subject to Section 4.03A(c) below,
satisfy its obligations to make any required P&I Advance on such Master Servicer
Remittance Date in respect of the Fashion Valley Mall Loan Pair by depositing
into the Fashion Valley Mall Custodial Account, out of amounts held in such
Custodial Account for future distribution (subject to replacement of such
amounts by the following Master Servicer 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 Fashion
Valley Mall Loan Pair on the preceding Master Servicer 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) 593-7831 or (704)
593-7820 (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 Fashion Valley Mall
Mortgage Loan or any successor REO Mortgage Loan on the preceding Master
Servicer Remittance Date. If the Trustee fails to make any such P&I Advance on
the related Distribution Date, but the Fiscal Agent makes such P&I Advance on
such date, then the Trustee shall be deemed not to be in default hereunder.

         (b) The aggregate amount of the P&I Advances to be made by the Master
Servicer in respect of the Fashion Valley Mall Loan Pair on any Master Servicer
Remittance Date shall, subject to Section 4.03A(c) below, equal the sum of (i)
the aggregate of the Monthly Payments or, if applicable, the Assumed Monthly
Payments, 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
Fashion Valley Mall Loan Pair on their Due Date during the related Collection
Period, but only to the extent that such amounts were not paid by or on behalf
of the related Mortgagor or otherwise collected (including as net income from
the Fashion Valley Mall Mortgaged Property after it had become an REO Property)
as of the close of business on the related Determination Date and (ii) following
the occurrence and during the continuance of an event of default with respect to
the Fashion Valley Mall Loan Pair and, in any event,

                                     -201-
<PAGE>

following an REO Acquisition with respect to the Fashion Valley Mall Mortgaged
Property (in circumstances where collections on the Fashion Valley Mall Loan
Pair or related Mortgaged Property that would otherwise be applied to pay
accrued interest (exclusive of Default Interest and/or Additional Interest) due
with respect to the Fashion Valley Mall Companion Loan or any related REO Loan
on its Due Date during the related Collection Period, are instead being applied,
pursuant to the related loan agreement and/or the related Co-Lender and
Servicing Agreement, to pay principal of the Fashion Valley Mall Mortgage Loan
or any related REO Mortgage Loan ), an amount allocable to interest on the
Fashion Valley Mall Companion Loan or any related REO Loan that is equal to (A)
that portion of the aggregate Monthly Payments or, if applicable, the Assumed
Monthly Payments, 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 Fashion Valley Mall Loan Pair on their Due Date during the related
Collection Period, that would have been allocated to accrued interest on the
Fashion Valley Mall Companion Loan or any related REO Loan on such Due Date
pursuant to the related loan agreement and/or the related Co-Lender and
Servicing Agreement, had such event of default and/or REO Acquisition not
occurred, minus (B) that portion of the P&I Advance made pursuant to the
immediately preceding clause (i) that is to be remitted to the Fashion Valley
Mall Companion Loan Noteholder in respect of such accrued interest on the
Fashion Valley Mall Companion Loan or any related REO Loan on such Master
Servicer Remittance Date; provided that if it is determined that an Appraisal
Reduction Amount exists with respect to the Fashion Valley Mall Loan Pair, then,
in the event of subsequent delinquencies on the Fashion Valley Mall Loan Pair,
each P&I Advance, if any, required to be made in respect of the Fashion Valley
Mall 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 Fashion Valley
Mall 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 Fashion Valley Mall 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
Fashion Valley Mall Loan Pair; and provided, further, that any reduction in the
P&I Advance to be made in respect of the Fashion Valley Mall Loan Pair on any
Master Servicer Remittance Date in accordance with the immediately preceding
proviso shall be allocable, first, against the portion of the delinquent Monthly
Payments or, if applicable, Assumed Monthly Payments allocable to the Fashion
Valley Mall Companion Loan or any related REO Loan and, then, against the
portion of the delinquent Monthly Payments or, if applicable, Assumed Monthly
Payments allocable to the Fashion Valley Mall Mortgage Loan or any related REO
Mortgage Loan. Notwithstanding the foregoing, at the request of the Fashion
Valley Mall Companion Loan Noteholder, the Master Servicer shall cease making
P&I Advances in respect of the Fashion Valley Mall Companion Loan or any related
REO Loan or any particular component(s) of such Loan or REO Loan, as the case
may be (i.e., the Master Servicer shall not advance the portion of the
delinquent Monthly Payments or, if applicable, Assumed Monthly Payments
allocable to the Fashion Valley Mall Companion Loan or any related REO Loan or
such component(s) of such Loan or REO Loan, as the case may be) until such time
as the Fashion Valley Mall 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 with respect to a Loan or
REO Loan in the Fashion Valley Mall Loan Pair 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 pursuant to this Section

                                     -202-
<PAGE>

4.03A with respect to a Loan or REO Loan in the Fashion Valley Mall Loan Pair,
would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee and the Fashion Valley Mall
Companion Loan Noteholder on or before the next Master Servicer Remittance Date,
setting forth the basis for such determination, together with any other
information that supports such determination, including an appraisal (which
appraisal shall be an expense payable out of the Fashion Valley Mall 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 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 Fashion
Valley Mall Mortgage Loan or any successor REO 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 with respect to the Fashion Valley Mall
Mortgage Loan or any successor REO Mortgage Loan 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 its good faith, reasonable discretion, 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.

         (d) 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 a Loan or REO Loan in the Fashion Valley Mall Loan Pair
under this Section 4.03A (with its own funds) for so long as such P&I Advance is
outstanding; provided that, if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further, that, in no
event shall interest so accrue on any P&I Advance in respect of a Loan in the
Fashion Valley Mall Loan Pair as to which the corresponding Late Collection was
received by the Master Servicer or a Sub-Servicer on its behalf as of the Master
Servicer Remittance Date on which such P&I Advance was made. Interest so accrued
on any P&I Advance made under this section shall be payable: (i) first, out of
Default Charges collected on or in respect of the Fashion Valley Mall Companion
Loan during the same Collection Period in which such Advance is reimbursed, (ii)
second, out of Default Charges collected on or in respect of the Fashion Valley
Mall Mortgage Loan during the same Collection Period in which such Advance is
reimbursed, and (iii) third, to the extent that the Default Charges described in
the immediately preceding clauses (i) and (ii) are insufficient, but only if
such Advance is being reimbursed at the same time or if such Advance has been
previously reimbursed, out of any other collections that were made on or in
respect of the Fashion Valley Mall Loan Pair; provided that interest on P&I
Advances made with respect to the Fashion Valley Mall Companion Loan may be paid
solely, pursuant to clauses (i) and (iii) above, from Default Charges or other
collections Received by the Trust on or in respect of the Fashion Valley Mall
Companion Loan. The Master Servicer shall, in accordance with Section 3.05A,
reimburse itself, the Trustee and the Fiscal

                                     -203-
<PAGE>

Agent, as applicable, for any outstanding P&I Advance made thereby in respect of
a Loan in the Fashion Valley Mall Loan Pair under this Section 4.03A as soon as
practicable after funds available for such purpose are deposited in the Fashion
Valley Mall Custodial Account for such related Loan in the Fashion Valley Mall
Loan Pair in respect of which the P&I Advance was made.

         SECTION 4.03B. P&I Advances on the 400 Atlantic Street Loan Pair.

         (a) On or before 2:00 p.m., New York City time, on each Master Servicer
Remittance Date, the Master Servicer shall, subject to Section 4.03B(c) below,
satisfy its obligations to make any required P&I Advance on such Master Servicer
Remittance Date in respect of the 400 Atlantic Street Loan Pair by depositing
into the 400 Atlantic Street Custodial Account, out of amounts held in such
Custodial Account for future distribution (subject to replacement of such
amounts by the following Master Servicer 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 4.03B(a) in respect of the 400
Atlantic Street Loan Pair on the preceding Master Servicer 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) 593-7831 or (704)
593-7820 (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 400 Atlantic Street
Mortgage Loan or any successor REO Mortgage Loan on the preceding Master
Servicer Remittance Date. If the Trustee fails to make any such P&I Advance on
the related Distribution Date, but the Fiscal Agent makes such P&I Advance on
such date, then the Trustee shall be deemed not to be in default hereunder.

         (b) The aggregate amount of the P&I Advances to be made by the Master
Servicer in respect of the 400 Atlantic Street Loan Pair on any Master Servicer
Remittance Date shall, subject to Section 4.03A(c) below, equal the sum of (i)
the aggregate of the Monthly Payments or, if applicable, the Assumed Monthly
Payments, 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 400
Atlantic Street Loan Pair on their Due Date during the related Collection
Period, but only to the extent that such amounts were not paid by or on behalf
of the related Mortgagor or otherwise collected (including as net income from
the 400 Atlantic Street Mortgaged Property after it had become an REO Property)
as of the close of business on the related Determination Date and (ii) following
the occurrence and during the continuance of an event of default with respect to
the 400 Atlantic Street Loan Pair and, in any event, following an REO
Acquisition with respect to the 400 Atlantic Street Mortgaged Property (in
circumstances where collections on the 400 Atlantic Street Loan Pair or related
Mortgaged Property that would otherwise be applied to pay accrued interest
(exclusive of Default Interest and/or Additional Interest) due with respect to
the 400 Atlantic Street Companion Loan or any related REO Loan on its Due Date
during the related Collection Period, are instead being applied, pursuant to the
related loan agreement and/or the related Co-Lender and Servicing Agreement, to
pay principal of the 400 Atlantic

                                     -204-
<PAGE>

Street Mortgage Loan or any related REO Mortgage Loan ), an amount allocable to
interest on the 400 Atlantic Street Companion Loan or any related REO Loan that
is equal to (A) that portion of the aggregate Monthly Payments or, if
applicable, the Assumed Monthly Payments, 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 400 Atlantic Street Loan Pair on their Due Date
during the related Collection Period, that would have been allocated to accrued
interest on the 400 Atlantic Street Companion Loan or any related REO Loan on
such Due Date pursuant to the related loan agreement and/or the related
Co-Lender and Servicing Agreement, had such event of default and/or REO
Acquisition not occurred, minus (B) that portion of the P&I Advance made
pursuant to the immediately preceding clause (i) that is to be remitted to the
400 Atlantic Street Companion Loan Noteholder in respect of such accrued
interest on the 400 Atlantic Street Companion Loan or any related REO Loan on
such Master Servicer Remittance Date; provided that if it is determined that an
Appraisal Reduction Amount exists with respect to the 400 Atlantic Street Loan
Pair, then, in the event of subsequent delinquencies on the 400 Atlantic Street
Loan Pair, each P&I Advance, if any, required to be made in respect of the 400
Atlantic Street 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 400
Atlantic Street 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 400 Atlantic Street 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 400 Atlantic Street Loan Pair; and provided, further, that any
reduction in the P&I Advance to be made in respect of the 400 Atlantic Street
Loan Pair on any Master Servicer Remittance Date in accordance with the
immediately preceding proviso shall be allocable, first, against the portion of
the delinquent Monthly Payments or, if applicable, Assumed Monthly Payments
allocable to the 400 Atlantic Street Companion Loan or any related REO Loan and,
then, against the portion of the delinquent Monthly Payments or, if applicable,
Assumed Monthly Payments allocable to the 400 Atlantic Street Mortgage Loan or
any related REO Mortgage Loan. Notwithstanding the foregoing, at the request of
the 400 Atlantic Street Companion Loan Noteholder, the Master Servicer shall
cease making P&I Advances in respect of the 400 Atlantic Street Companion Loan
or any related REO Loan or any particular component(s) of such Loan or REO Loan,
as the case may be (i.e., the Master Servicer shall not advance the portion of
the delinquent Monthly Payments or, if applicable, Assumed Monthly Payments
allocable to the 400 Atlantic Street Companion Loan or any related REO Loan or
such component(s) of such Loan or REO Loan, as the case may be) until such time
as the 400 Atlantic Street 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 4.03B with respect to a Loan or
REO Loan in the 400 Atlantic Street Loan Pair 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 pursuant to this Section 4.03B
with respect to a Loan or REO Loan in the 400 Atlantic Street Loan Pair, would
constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's
Certificate delivered to the Trustee and the 400 Atlantic Street Companion Loan
Noteholder on or before the next Master Servicer Remittance Date, setting forth
the basis for such determination, together with any other information that
supports such determination, including an appraisal (which appraisal shall be an
expense payable out of the 400 Atlantic Street Custodial Account and shall have
been conducted by an Independent Appraiser

                                     -205-
<PAGE>

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 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 400
Atlantic Street Mortgage Loan or any successor REO 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 with respect to the 400 Atlantic Street
Mortgage Loan or any successor REO Mortgage Loan 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 4.03B(a) unless the Trustee or the
Fiscal Agent, in its good faith, reasonable discretion, makes a determination
prior to the times specified in Section 4.03B(a) that such P&I Advance would be
a Nonrecoverable P&I Advance.

         (d) 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 a Loan or REO Loan in the 400 Atlantic Street Loan Pair
under this Section 4.03B (with its own funds) for so long as such P&I Advance is
outstanding; provided that, if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further, that, in no
event shall interest so accrue on any P&I Advance in respect of a Loan in the
400 Atlantic Street Loan Pair as to which the corresponding Late Collection was
received by the Master Servicer or a Sub-Servicer on its behalf as of the Master
Servicer Remittance Date on which such P&I Advance was made. Interest so accrued
on any P&I Advance made under this section shall be payable: (i) first, out of
Default Charges collected on or in respect of the 400 Atlantic Street Companion
Loan during the same Collection Period in which such Advance is reimbursed, (ii)
second, out of Default Charges collected on or in respect of the 400 Atlantic
Street Mortgage Loan during the same Collection Period in which such Advance is
reimbursed, and (iii) third, to the extent that the Default Charges described in
the immediately preceding clauses (i) and (ii) are insufficient, but only if
such Advance is being reimbursed at the same time or if such Advance has been
previously reimbursed, out of any other collections that were made on or in
respect of the 400 Atlantic Street Loan Pair; provided that interest on P&I
Advances made with respect to the 400 Atlantic Street Companion Loan may be paid
solely, pursuant to clauses (i) and (iii) above, from Default Charges or other
collections Received by the Trust on or in respect of the 400 Atlantic Street
Companion Loan. 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 a Loan in the 400 Atlantic
Street Loan Pair under this Section 4.03B as soon as practicable after funds
available for such purpose are deposited in the 400 Atlantic Street Custodial
Account for such related Loan in the 400 Atlantic Street Loan Pair in respect of
which the P&I Advance was made.

                                     -206-
<PAGE>

         SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
Expenses

         (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates, exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class T, Class S, Class Q, Class
P, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates shall be reduced sequentially, in
that order, in each case, until such excess or the related Class Principal
Balance is reduced to zero (whichever occurs first). If, after the foregoing
reductions, the amount described in clause (i) of the second preceding sentence
still exceeds the amount described in clause (ii) of such sentence, then the
respective Class Principal Balances of all the outstanding Classes of the Class
A Certificates shall be reduced on a pro rata basis in accordance with the
relative sizes of such Class Principal Balances, until any such remaining excess
is reduced to zero. All such reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates shall constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

         (b) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(j), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage
Pool that will be outstanding immediately following such Distribution Date. If
such excess does exist, then the Uncertificated Principal Balances of REMIC II
Regular Interest T, REMIC II Regular Interest S, REMIC II Regular Interest Q,
REMIC II Regular Interest P, REMIC II Regular Interest N, REMIC II Regular
Interest M, REMIC II Regular Interest L, REMIC II Regular Interest K, REMIC II
Regular Interest J-1, REMIC II Regular Interest J-2, REMIC II Regular Interest
H-1, REMIC II Regular Interest H-2, REMIC II Regular Interest G-1, REMIC II
Regular Interest G-2, REMIC II Regular Interest F-1, REMIC II Regular Interest
F-2, REMIC II Regular Interest F-3, REMIC II Regular Interest E, REMIC II
Regular Interest D, REMIC II Regular Interest C and REMIC II Regular Interest B,
shall be reduced sequentially, in that order, in each case, until such excess or
the related Uncertificated Principal Balance is reduced to zero (whichever
occurs first). If, after the foregoing reductions, the amount described in
clause (i) of the second preceding sentence still exceeds the amount described
in clause (ii) of such sentence, then the respective Uncertificated Principal
Balances of (A) REMIC II Regular Interest A-1, (B) REMIC II Regular Interest
A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3, as a
collective matter, in the order described in the next sentence, (C) REMIC II
Regular Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular
Interest A-3-3, as a collective matter, in the order described in the second
following sentence, and (D) REMIC II Regular Interest A-4-1 and REMIC II Regular
Interest A-4-2, as a collective matter, in the order described in the third
following sentence, shall be reduced on a pro rata basis in accordance with the
relative sizes of such Uncertificated Principal Balances, until any such
remaining excess is reduced to zero. Any reductions in the Uncertificated
Principal Balances of REMIC II Regular Interest A-2-1, REMIC II Regular Interest
A-2-2 and REMIC II Regular Interest A-2-3 pursuant to the preceding sentence
shall be made: first, to the Uncertificated Principal Balance of REMIC II
Regular Interest A-2-1, until such Uncertificated Principal Balance is reduced
to zero; second, to the Uncertificated Principal Balance of REMIC II Regular
Interest A-2-2, until such Uncertificated Principal Balance is reduced to zero;
and last, to the Uncertificated Principal Balance of REMIC II Regular Interest
A-2-3, until such Uncertificated


                                     -207-
<PAGE>


Principal Balance is reduced to zero. Any reductions in the Uncertificated
Principal Balances of REMIC II Regular Interest A-3-1, REMIC II Regular Interest
A-3-2 and REMIC II Regular Interest A-3-3 pursuant to the second preceding
sentence shall be made: first, to the Uncertificated Principal Balance of REMIC
II Regular Interest A-3-1, until such Uncertificated Principal Balance is
reduced to zero; second, to the Uncertificated Principal Balance of REMIC II
Regular Interest A-3-2, until such Uncertificated Principal Balance is reduced
to zero; and last, to the Uncertificated Principal Balance of REMIC II Regular
Interest A-3-3, until such Uncertificated Principal Balance is reduced to zero.
Any reductions in the Uncertificated Principal Balances of REMIC II Regular
Interest A-4-1 and REMIC II Regular Interest A-4-2 pursuant to the third
preceding sentence shall be made: first, to the Uncertificated Principal Balance
of REMIC II Regular Interest A-4-1, until such Uncertificated Principal Balance
is reduced to zero; and second, to the Uncertificated Principal Balance of REMIC
II Regular Interest A-4-2. All such reductions in the Uncertificated Principal
Balances of the respective REMIC II Regular Interests shall be deemed to
constitute allocations of Realized Losses and Additional Trust Fund Expenses.

         (c) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(k),
the Uncertified Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the Stated
Principal Balance of the related Mortgage Loan or REO Mortgage Loan (or, in the
case of REMIC I Regular Interest FVM-1 and REMIC I Regular Interest FVM-2, the
respective portions of that Stated Principal Balance allocable to the related
Loan Components of the Mortgage Note for the Fashion Valley Mall Mortgage Loan
or any successor REO Mortgage Loan; or, in the case of REMIC I Regular Interest
400AS-1 and REMIC I Regular Interest 400AS-2, the respective portions of that
Stated Principal Balance allocable to the related Loan Components of the
Mortgage Note for the 400 Atlantic Street Mortgage Loan or any successor REO
Mortgage Loan; or, in the case of REMIC I Regular Interest WP-1, REMIC I Regular
Interest WP-2, REMIC I Regular Interest WP-3 and REMIC I Regular Interest WP-4,
the respective portions of that Stated Principal Balance allocable to the
related Loan Components of the Mortgage Note for the Westfield Portfolio
Mortgage Loan or any successor REO Mortgage Loan), as the case may be, that will
be outstanding immediately following such Distribution Date. Any such reductions
in the Uncertificated Principal Balances of the respective REMIC I Regular
Interests shall be deemed to constitute allocations of Realized Losses and
Additional Trust Fund Expenses.

         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 amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

                                     -208-
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         SECTION 4.06. Use of Agents.

         The Master Servicer, the Special Servicer or the Trustee may at its own
expense utilize agents or attorneys-in-fact in performing any of its obligations
under this Article IV (except the obligation to make P&I Advances), but no such
utilization shall relieve the Master Servicer, the Special Servicer or the
Trustee, as applicable, from any of such obligations, and the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall remain responsible for
all acts and omissions of any such agent or attorney-in-fact.











                                     -209-
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                                   ARTICLE V

                                THE CERTIFICATES


         SECTION 5.01. The Certificates.

         (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and A-7; provided that
any of the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Class A, Class B, Class C, Class D, Class E, Class F, Class X-CL, Class X-CP,
Class G, Class H, Class J, Class K, Class L and Class M Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of
$10,000 in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class B,
Class C, Class D, Class E and Class F Certificates, $250,000 in the case of the
Interest Only Certificates, and $250,000 in the case of the remaining Regular
Interest Certificates, and in each such case in integral multiples of $1 in
excess thereof. The Class R-I, Class R-II, Class R-III and Class V Certificates
will be issuable in denominations representing Percentage Interests in the
related Class of not less than 10%.

         (b) The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

         SECTION 5.02. Registration of Transfer and Exchange of Certificates.

         (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at 135 South
LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed

                                     -210-
<PAGE>

Securities Trust Services Group--LB-UBS Commercial Mortgage Trust, Series
2002-C1. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Master Servicer, the Special Servicer and (if
the Trustee is not the Certificate Registrar) the Trustee, any other bank or
trust company to act as Certificate Registrar under such conditions as the
predecessor Certificate Registrar may prescribe, provided that the predecessor
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.

         If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

         (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to
the Trustee to the effect that the prospective Transferee is an Institutional
Accredited Investor or a Qualified Institutional Buyer and such Transfer may be
made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

         If a Transfer of any interest in the Rule 144A Global Certificate for
any Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, Lehman Brothers or any of their respective
Affiliates), then the Certificate Owner desiring to effect such Transfer shall
be required to obtain either (i) a certificate from

                                     -211-
<PAGE>

such Certificate Owner's prospective Transferee substantially in the form
attached hereto as Exhibit F-2C, or (ii) an Opinion of Counsel to the effect
that the prospective Transferee is a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act. Except as
provided in the following two paragraphs, no interest in the Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates shall be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If any Transferee of an interest
in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the Opinion of Counsel or one of the certifications described in the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit F-2C hereto are, with
respect to the subject Transfer, true and correct.

         Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Class X-CL, Class X-CP, Class
G, Class H, Class J, Class K, Class L or Class M 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 Global Certificate in respect of the Class X-CL, Class X-CP, Class G,
Class H, Class J, Class K, Class L or Class M Certificates, as applicable, and
increase the denomination of the Regulation S Global Certificate for such Class,
by the denomination of the beneficial interest in such Class specified in such
orders and instructions.

         Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) such certifications and/or opinions as are contemplated by
the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A

                                     -212-
<PAGE>

Global Certificate, to be executed, authenticated and delivered in accordance
with this Agreement to the applicable Transferee.

         Except as provided in the next paragraph, no beneficial interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D hereto certifying that such Transferee is not a United States
Securities Person. On or prior to the Release Date, beneficial interests in the
Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates may be held only through Euroclear or Clearstream. The Regulation S
Global Certificate for each Class of Book-Entry Non-Registered Certificates
shall be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.

         Notwithstanding the preceding paragraph, after the Release Date, any
interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the Class X-CL, Class X-CP, Class G, Class H, Class J,
Class K, Class L or Class M Certificates, as applicable, to be transferred. Upon
delivery to the Certificate Registrar of such certification and orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the Class X-CL, Class X-CP, Class G, Class H.
Class J, Class K, Class L or Class M Certificates, as applicable, and increase
the denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

         (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

                                     -213-
<PAGE>

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 a Global
Certificate for any Class of Book-Entry Non-Registered Certificates, any
Transfer thereof to a successor Depository or to the applicable Certificate
Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee, and any Certificate Owner
transferring an interest in a Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from its prospective
Transferee, either (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) alternatively, a certification to the
effect that the purchase and holding of such Certificate or interest therein by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii)
alternatively, but only in the case of a Non-Registered Certificate that is an
Investment Grade Certificate (other than, if applicable, a Class R-I, Class
R-II, Class R-III or Class V Certificate) that is being acquired by or on behalf
of a Plan in reliance on the Prohibited Transaction Exemption, a certification
to the effect that such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, either
Mortgage Loan Seller, the Master Servicer, the Special Servicer, any
Sub-Servicer, any Exemption Favored Party or any Mortgagor with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Mortgage Loans determined as of the Closing Date, or by any
Affiliate of such Person, and (Z) agrees that it will obtain from each of its
Transferees that are Plans a written representation that such Transferee, if a
Plan, satisfied the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) alternatively, a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the forms of certification attached hereto
as Exhibit G-1 (in the case of Definitive Non-Registered Certificates) and
Exhibit G-2 (in the case of ownership interests in Book-Entry Non-Registered
Certificates) are acceptable for purposes of the preceding sentence. If any
Transferee of a Certificate (including a Registered Certificate) or any interest
therein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar (in the case of a Definitive Certificate) or the
Transferor (in the case of ownership interests in a Book-Entry Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with

                                     -214-
<PAGE>

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 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

                                     -215-
<PAGE>

                    that, among other things, it has no actual knowledge that
                    such prospective Transferee is not a Permitted Transferee.

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

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

             (B)    If any purported Transferee shall become a Holder of a
                    Residual Interest Certificate in violation of the
                    restrictions in this Section 5.02(d), then, to the extent
                    that retroactive restoration of the rights of the preceding
                    Holder of such Residual Interest Certificate as described in
                    clause (ii)(A) above shall be invalid, illegal or
                    unenforceable, the Trustee shall have the right but not the
                    obligation, to cause the Transfer of such Residual Interest
                    Certificate to a Permitted Transferee selected by the
                    Trustee on such terms as the Trustee may choose, and the
                    Trustee shall not be liable to any Person having an
                    Ownership Interest in such Residual Interest Certificate as
                    a result of the Trustee's exercise of such discretion. Such
                    purported Transferee shall promptly endorse and deliver such
                    Residual Interest Certificate in accordance with the
                    instructions of the Trustee. Such Permitted Transferee may
                    be the Trustee itself or any Affiliate of the Trustee.

         (iii) The Tax Administrator shall make available to the IRS and to
     those Persons specified by the REMIC Provisions all information furnished
     to it by the other parties hereto necessary to compute any tax imposed (A)
     as a result of the Transfer of an Ownership Interest in a Residual Interest
     Certificate to any Person who is a Disqualified Organization, including the
     information described in Treasury regulations sections 1.860D-1(b)(5) and
     1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
     Interest Certificate and (B) as a result of any regulated investment
     company, real estate investment trust, common trust fund,

                                     -216-
<PAGE>

     partnership, trust, estate or organization described in Section 1381 of the
     Code that holds an Ownership Interest in a Residual Interest Certificate
     having as among its record holders at any time any Person which is a
     Disqualified Organization, and each of the other parties hereto shall
     furnish to the Tax Administrator all information in its possession
     necessary for the Tax Administrator to discharge such obligation. The
     Person holding such Ownership Interest shall be responsible for the
     reasonable compensation of the Tax Administrator for providing information
     thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i).

         (iv) The provisions of this Section 5.02(d) set forth prior to this
     clause (iv) may be modified, added to or eliminated, provided that there
     shall have been delivered to the Trustee and the Tax Administrator the
     following:

         (A) written confirmation from each Rating Agency to the effect that the
             modification of, addition to or elimination of such provisions will
             not cause an Adverse Rating Event; and

         (B) an Opinion of Counsel, in form and substance satisfactory to the
             Trustee and the Tax Administrator, obtained at the expense of the
             party seeking such modification of, addition to or elimination of
             such provisions (but in no event at the expense of the Trustee, the
             Tax Administrator or the Trust), to the effect that doing so will
             not (1) cause any REMIC Pool to cease to qualify as a REMIC or be
             subject to an entity-level tax caused by the Transfer of any
             Residual Interest Certificate to a Person which is not a Permitted
             Transferee or (2) cause a Person other than the prospective
             Transferee to be subject to a REMIC-related tax caused by the
             Transfer of a Residual Interest Certificate to a Person that is not
             a Permitted Transferee.

         (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in Subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

         (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

         (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage 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

                                     -217-
<PAGE>

Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

         (h) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

         (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

         SECTION 5.03. Book-Entry Certificates.

         (a) The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C,
Class D, Class E, Class F, Class X-CL, Class X-CP, Class G, Class H, Class J,
Class K, Class L and Class M Certificates shall, in the case of each such Class,
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in Section 5.03(c) and in the
penultimate paragraph of 5.02(b), a Transfer of such Certificates may not be
registered by the Certificate Registrar unless such Transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
Transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.03(c) below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
The Class X-CL, Class X-CP, Class G, Class H, Class J, Class K, Class L and
Class M Certificates initially sold to Qualified Institutional Buyers in
reliance on Rule 144A or in reliance on another exemption from the registration
requirements of the Securities Act shall, in the case of each such Class, be
represented by the Rule 144A Global Certificate for such Class, which shall be
deposited with the Trustee as custodian for the Depository and registered in the
name of Cede & Co. as nominee of the Depository. The Class X-CL, Class X-CP,
Class G, Class H, Class J, Class K, Class L and Class M Certificates initially
sold in offshore transactions in reliance on Regulation S shall, in the case of
each such Class, be represented by the Regulation S Global Certificate for such
Class, which shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository. All
Transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.

         (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those

                                     -218-
<PAGE>

established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.

         (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.

         Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

         (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

         SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

         If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate 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

                                     -219-
<PAGE>

therewith. Any replacement Certificate issued pursuant to this section shall
constitute complete and indefeasible evidence of ownership in the applicable
REMIC created hereunder, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.

         SECTION 5.05. Persons Deemed Owners.

         Prior to due presentment for registration of transfer, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary.





                                     -220-
<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 either 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 a Companion Loan Noteholder for the
breach of a representation or warranty made herein by such party, or against any


                                     -221-
<PAGE>

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 and to the extent
the matter relates to a Serviced Loan Pair, out of the related Loan Pair
Custodial Account) against any loss, liability or reasonable expense (including
reasonable legal fees and expenses) incurred in connection with any legal action
or claim relating to this Agreement or the Certificates (including in connection
with the dissemination of information and reports as contemplated by this
Agreement), other than any such loss, liability or expense: (i) specifically
required to be borne by the party seeking indemnification, without right of
reimbursement pursuant to the terms hereof; (ii) which constitutes a Servicing
Advance that is otherwise reimbursable hereunder; (iii) incurred in connection
with any legal action or claim against the party seeking indemnification,
resulting from any breach on the part of that party of a representation or
warranty made herein; or (iv) incurred in connection with any legal action or
claim against the party seeking indemnification, resulting from any willful
misfeasance, bad faith or negligence on the part of that party in the
performance of its obligations or duties hereunder or negligent disregard of
such obligations or duties. None of the Depositor, the Master Servicer or the
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal action, unless such action is related to its respective duties under
this Agreement and either (i) it is specifically required hereunder to bear the
costs of such action or (ii) such action will not, in its reasonable and good
faith judgment, involve it in any ultimate expense or liability for which it
would not be reimbursed hereunder. Notwithstanding the foregoing, the Depositor,
the Master Servicer or the Special Servicer may in its discretion undertake any
such action which it may deem necessary or desirable with respect to the
enforcement and/or protection of the rights and duties of the parties hereto and
the interests of the Certificateholders (or, if a Serviced Loan Pair is
affected, the rights of the Certificateholders and the related Companion Loan
Noteholder (as a collective whole)). In such event, the legal expenses and costs
of such action, and any liability resulting therefrom, shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor, the Master Servicer and
the Special Servicer shall be entitled to be reimbursed therefor from the Pool
Custodial Account as provided in Section 3.05; provided, however, that if a
Serviced Loan Pair and/or a Companion Loan Noteholder is involved, such
expenses, costs and liabilities shall be payable out of the related Loan Pair
Custodial Account pursuant to Section 3.05A and, to the extent attributable to
the Mortgage Loan in such Loan Pair, shall also be payable out of the Pool
Custodial Account if amounts on deposit in the related Loan Pair 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
for any action taken or omitted to be taken by the Depositor, the Trustee, any
Certificateholder or a Companion Loan Noteholder, subject to the provisions of
Section 8.05(c).

         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

                                     -222-
<PAGE>

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, 4.06, 7.01(c) and 7.01(d), delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by it hereunder. If,
pursuant to any provision hereof, the duties of the Master Servicer or the
Special Servicer are transferred to a successor thereto, the Master Servicing
Fee, the Special Servicing Fee, any Workout Fee (except as expressly
contemplated by Section 3.11(c)) and/or any Liquidation Fee, as applicable, that
accrues or otherwise becomes payable pursuant hereto from and after the date of
such transfer shall be payable to such successor.

         SECTION 6.05. Rights of Depositor, Trustee and the Companion Loan
                       Noteholders in Respect of the Master Servicer and the
                       Special Servicer.

         The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and each 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 each 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
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

                                     -223-
<PAGE>

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 and Trustee to Cooperate with
                       Master Servicer.

         The Depositor, the Special Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.

         SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                       Special Servicer.

         The Depositor, the Master Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

         SECTION 6.09. Designation of Special Servicer and Controlling Class
                       Representative by the Controlling Class.

         (a) The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person to serve as Special Servicer hereunder and to
replace any existing Special Servicer or any Special Servicer that has resigned
or otherwise ceased to serve (including in connection with termination pursuant
to Section 7.01) as Special Servicer. Such Holder or Holders shall so designate
a Person to serve as replacement Special Servicer by the delivery to the
Trustee, the Master Servicer, each 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

                                     -224-
<PAGE>

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 payable with respect to 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 Companion Loan Noteholders of any
termination of the Special Servicer and appointment of a new Special Servicer in
accordance with this Section 6.09.

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

         (b) The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may also select a
representative (the "Controlling Class Representative") from whom the Special
Servicer will seek advice and approval and take direction under certain
circumstances, as described herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection; provided that, if no
such selection is made, any single Holder of Certificates evidencing a majority
of the Voting Rights allocated to the Controlling Class, shall be deemed to be
the Controlling Class Representative. The Controlling Class Representative shall
be required to keep all non-public information received by it in such capacity
pursuant to this Agreement confidential and, upon its designation as such, shall
deliver to the Trustee a confirmation to such effect.

         (c) Notwithstanding the foregoing, if the Controlling Class consists of
Book-Entry Certificates, then the rights of the Holders of the Controlling Class
set forth above in this Section 6.09 may be exercised directly by the relevant
Certificate Owners, provided that the identity of such Certificate Owners has
been confirmed to the Trustee to its reasonable satisfaction.

         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

                                     -225-
<PAGE>

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 related
Companion Loan Noteholder, if a Serviced 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 related Companion Loan Noteholder, if a Loan Pair is
involved) and the Controlling Class Representative has not objected in writing
within 10 Business Days of having been notified thereof and having been provided
with all information that the Controlling Class Representative has reasonably
requested with respect thereto promptly following its receipt of the subject
notice (it being understood and agreed that if such written objection has not
been received by the Special Servicer within such 10-Business Day period, then
the Controlling Class Representative will be deemed to have approved the taking
of the subject action):

         (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;

                                     -226-
<PAGE>

         (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 an REO Property (other than in connection
     with the termination of the Trust Fund) for less than the Purchase Price;

         (iv) any acceptance of a discounted payoff with respect to a Specially
     Serviced 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 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 Loan; and

         (ix) any acceptance of an assumption agreement releasing a borrower
     from liability under a 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 a Serviced Loan Pair, to protect the
interests of the Certificateholders and the related 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 a Serviced Loan Pair, upon request of the related
Companion Loan Noteholder during the 10 Business Day period referred to above,
the Special Servicer shall consult with the related Companion Loan Noteholder
regarding its views as to the proposed action (but may, in its sole discretion,
reject any advice or direction from the related 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 a Serviced Loan Pair is involved, for review by the related Companion Loan
Noteholder.

         Each of the Master Servicer and the Special Servicer shall notify the
Controlling Class Representative (and, in the case of a Serviced Loan Pair, the
related Companion Loan Noteholder) of

                                     -227-
<PAGE>

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)) (including the Special Servicer's obligation to
act in accordance with the Servicing Standard), the related loan documents or
the REMIC Provisions. Furthermore, the Special Servicer shall not be obligated
to seek approval from the Controlling Class Representative for any actions to be
taken by the Special Servicer with respect to any particular Specially Serviced
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: (i) if
the unpaid principal amount of the Fashion Valley Mall Companion Loan (net of
any existing Appraisal Reduction Amount calculated in respect of the Fashion
Valley Loan Pair as if it was a single Mortgage Loan) is equal to or greater
than 25% of the original unpaid principal amount of the Fashion Valley Mall
Companion Loan, then (A) 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 Fashion Valley Mall Loan Pair, and (B) Section
6.11A(a) shall apply with respect to the Fashion Valley Mall Loan Pair, instead
of Section 6.11(a); and (ii) if the unpaid principal amount of the 400 Atlantic
Street Companion Loan (net of any existing Appraisal Reduction Amount calculated
in respect of the Loan Pair as if it was a single Mortgage Loan) is equal to or
greater than 25% of the original unpaid principal amount of the 400 Atlantic
Street Companion Loan, then (A) 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 400 Atlantic Street Loan Pair, and (B) Section
6.11B(a) shall apply with respect to the 400 Atlantic Street Loan Pair, instead
of Section 6.11(a).

         (c) The Controlling Class Representative will have no liability to the
Certificateholders or the Companion Loan Noteholders 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

                                     -228-
<PAGE>

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) Each 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 related 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.

         (e) Pursuant to Section 3.23(d) of the Westfield Portfolio Co-Lender
and Servicing Agreement and Section 6.11A(d) of the Westfield Portfolio Pooling
and Servicing Agreement, the Trustee, as holder of the Westfield Portfolio
Mortgage Loan, is entitled to select a representative to exercise its rights and
powers, in its capacity as holder of the Mortgage Note for the Westfield
Portfolio Mortgage Loan, under Section 3.23(a) of the Westfield Portfolio
Co-Lender and Servicing Agreement and Section 6.11A(a) of the Westfield
Portfolio Pooling and Servicing Agreement, respectively. The Trustee hereby
selects the Controlling Class Representative as such representative, and the
Trustee shall, simultaneously with the execution and delivery of this Agreement,
inform (in writing) the Westfield Portfolio Servicers under the Westfield
Portfolio Servicing Agreement of such selection. The Controlling Class
Representative is hereby authorized to act as "Lead Lender" under Section
3.23(a) of the Westfield Portfolio Co-Lender and Servicing Agreement and as a
"Companion Loan Noteholder" under Section 6.11A(a) of the Westfield Portfolio
Pooling and Servicing Agreement, to the same extent as, and subject to the same
limitations, constraints and restrictions in exercising such rights and powers
as would be applicable to, the Trustee, as holder of the Mortgage Note for the
Westfield Portfolio Mortgage Loan. Notwithstanding the foregoing, the
Controlling Class Representative, so acting as a representative of the Lead
Lender or the Companion Loan Noteholder, as applicable, shall not approve or
recommend the waiver of a "due-on-sale" or "due-on-encumbrance" clause with
respect to the Westfield Portfolio Loan Pair unless it shall have received prior
written confirmation from S&P that such action would not result in an Adverse
Rating Event with respect to the Certificates rated by S&P.

         If (i) the Trustee is requested to take any action in its capacity as
holder of the Westfield Portfolio Mortgage Loan, pursuant to the Westfield
Portfolio Co-Lender and Servicing Agreement and/or the Westfield Portfolio
Pooling and Servicing Agreement, or (ii) a Responsible Officer of the Trustee
becomes aware of a default or event of default on the part of any other party
under the Westfield Portfolio Servicing Agreement, the Trustee will notify (in
writing), and act in accordance with the instructions of, the Controlling Class
Representative; provided that, if such instructions are not provided within the
prescribed time period, the Trustee will take such action or inaction as it
deems to be in the best interests of the Certificateholders (as a collective
whole). Subject to the rights of the Westfield Portfolio Non-Trust Loan
Noteholder, the Controlling Class Representative may direct the Trustee in
writing to waive any event of default under the Westfield Portfolio Servicing
Agreement, to the extent

                                     -229-
<PAGE>

that such event of default relates to the Westfield Portfolio Mortgage Loan.
During the continuance of any event of default or other default under the
Westfield Portfolio Servicing Agreement, the Trustee shall have the right to
take all actions to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). The Trustee shall promptly forward to the Depositor and the
Controlling Class Representative all material notices or other communications
delivered to it in connection with the Westfield Portfolio Servicing Agreement.

         SECTION 6.11A. Certain Powers of the Fashion Valley Mall Companion Loan
                        Noteholder.

         (a) Subject to Section 6.11A(b), the Fashion Valley Mall 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 Fashion Valley
Mall 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
Fashion Valley Mall Loan Pair unless and until it has notified the Fashion
Valley Mall Companion Loan Noteholder in writing and the Fashion Valley Mall
Companion Loan Noteholder has not objected in writing within 10 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 10 Business Day period, then the Fashion Valley Mall Companion Loan
Noteholder will be deemed to have approved of the subject action):

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

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

         (iii) any proposed sale of the Mortgaged Property securing the Fashion
     Valley Mall Loan Pair after it becomes an REO Property (other than in
     connection with the termination of the Trust Fund);

         (iv) any acceptance of a discounted payoff of the Fashion Valley Mall
     Companion Loan;

         (v) any determination to bring the Fashion Valley Mall 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 Fashion Valley Mall Loan Pair
     (other than in accordance with the terms of, or upon satisfaction of, the
     Fashion Valley Mall Loan Pair);

                                     -230-
<PAGE>

         (vii) any acceptance of substitute or additional collateral for the
     Fashion Valley Mall Loan Pair (other than in accordance with the terms of
     the Loan Pair);

         (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause for
     the Fashion Valley Mall Loan Pair; and

         (ix) any acceptance of an assumption agreement releasing the Mortgagor
     from liability under the Fashion Valley Mall Loan Pair;

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

         In addition, subject to Section 6.11A(b), with respect to the Fashion
Valley Mall Loan Pair, the Fashion Valley Mall Companion Loan Noteholder may
direct the Special Servicer to take, or to refrain from taking, such actions as
the Fashion Valley Mall 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 Fashion Valley Mall Loan Pair, provide the
Fashion Valley Mall 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.

         (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Fashion Valley Mall 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), or the
related loan documents or the REMIC Provisions. Furthermore, the Special
Servicer shall not be obligated to seek approval from the Fashion Valley Mall
Companion Loan Noteholder for any actions to be taken by the Special Servicer
with respect to the Fashion Valley Mall Loan Pair if:

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

         (ii) for 60 days following the first such notice, the Fashion Valley
     Mall 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 Fashion Valley Mall Companion Loan (net of
any existing Appraisal Reduction Amount calculated in respect of the Loan Pair)
is equal to or greater than 25% of the original unpaid principal amount of the
Fashion Valley Mall Companion Loan, then: (i) the Fashion Valley Mall 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 Fashion Valley Mall
Companion Loan or the Fashion Valley Mall

                                     -231-
<PAGE>

Mortgage Loan; and (ii) Section 6.11(a) shall apply with respect to the Fashion
Valley Mall Companion Loan and the Fashion Valley Mall Mortgage Loan, instead of
Section 6.11A(a).

         (c) The Fashion Valley Mall 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 Fashion Valley
Mall 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.

         (d) The Fashion Valley Mall 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 Fashion Valley Mall Companion Loan Noteholder by a writing
delivered to each of the parties hereto.

         (e) The Fashion Valley Mall Companion Loan Noteholder shall be entitled
to receive, upon request, a copy of any notice or report required to be
delivered (upon request or otherwise) to the Trustee with respect to the Fashion
Valley Loan Pair or any related REO Property by any other party hereto. Any such
other party shall be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing such copies.

         SECTION 6.11B Certain Powers of the 400 Atlantic Street Companion Loan
                       Noteholder.

         (a) Subject to Section 6.11B(b), the 400 Atlantic Street 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 400 Atlantic
Street Loan Pair; and, further subject to Section 6.11B(b), the Special Servicer
will not be permitted to take any of the following actions with respect to the
400 Atlantic Street Loan Pair unless and until it has notified the 400 Atlantic
Street Companion Loan Noteholder in writing and the 400 Atlantic Street
Companion Loan Noteholder has not objected in writing within 10 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 10 Business Day period, then the 400 Atlantic Street Companion Loan
Noteholder will be deemed to have approved of the subject action):

         (i) any foreclosure upon or comparable conversion (which may include
     acquisition of an REO Property) of the ownership of the 400 Atlantic Street
     Mortgaged Property and the other collateral securing the 400 Atlantic
     Street Loan Pair if the Loans in the Loan Pair come into and continue in
     default;

         (ii) any modification, amendment or waiver of a monetary term
     (including the timing of payments) or any material non-monetary term of the
     400 Atlantic Street Mortgage Loan and/or the 400 Atlantic Street Companion
     Loan;

                                     -232-
<PAGE>

         (iii) any proposed sale of the Mortgaged Property securing the 400
     Atlantic Street Loan Pair after it becomes an REO Property (other than in
     connection with the termination of the Trust Fund);

         (iv) any acceptance of a discounted payoff of the 400 Atlantic Street
     Companion Loan;

         (v) any determination to bring the 400 Atlantic Street 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 400 Atlantic Street Loan Pair
     (other than in accordance with the terms of, or upon satisfaction of, the
     400 Atlantic Street Loan Pair);

         (vii) any acceptance of substitute or additional collateral for the 400
     Atlantic Street Loan Pair (other than in accordance with the terms of the
     Loan Pair);

         (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause for
     the 400 Atlantic Street Loan Pair; and

         (ix) any acceptance of an assumption agreement releasing the Mortgagor
     from liability under the 400 Atlantic Street Loan Pair;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and the
400 Atlantic Street Companion Loan Noteholder (as a collective whole), the
Special Servicer may take any such action without waiting for the 400 Atlantic
Street Companion Loan Noteholder's response.

         In addition, subject to Section 6.11B(b), with respect to the 400
Atlantic Street Loan Pair, the 400 Atlantic Street Companion Loan Noteholder may
direct the Special Servicer to take, or to refrain from taking, such actions as
the 400 Atlantic Street 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 400 Atlantic Street Loan Pair, provide the
400 Atlantic Street 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.

         (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the 400 Atlantic Street Companion Loan
Noteholder, as contemplated by Section 6.11B(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 6.11B(a)) (including the Special
Servicer's obligation to act in accordance with the Servicing Standard), or the
related loan documents or the REMIC Provisions. Furthermore, the Special
Servicer shall not be obligated to seek approval from the 400 Atlantic Street
Companion Loan Noteholder for any actions to be taken by the Special Servicer
with respect to the 400 Atlantic Street Loan Pair if:

         (i) the Special Servicer has, as provided in Section 6.11B(a), notified
     the 400 Atlantic Street Companion Loan Noteholder in writing of various
     actions that the Special

                                     -233-
<PAGE>

     Servicer proposes to take with respect to the workout or liquidation of the
     400 Atlantic Street Loan Pair; and

         (ii) for 60 days following the first such notice, the 400 Atlantic
     Street 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 400 Atlantic Street Companion Loan (net of
any existing Appraisal Reduction Amount calculated in respect of the Loan Pair)
is equal to or greater than 25% of the original unpaid principal amount of the
400 Atlantic Street Companion Loan, then: (i) the 400 Atlantic Street Companion
Loan Noteholder shall not be authorized to exercise any of its rights and powers
provided for in Section 6.11B(a) with respect to the 400 Atlantic Street
Companion Loan or the 400 Atlantic Street Mortgage Loan; and (ii) Section
6.11(a) shall apply with respect to the 400 Atlantic Street Companion Loan and
the 400 Atlantic Street Mortgage Loan, instead of Section 6.11B(a).

         (c) The 400 Atlantic Street 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 400 Atlantic
Street 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.

         (d) The 400 Atlantic Street Companion Loan Noteholder may designate, in
writing, a representative to exercise its rights and powers under this Section
6.11B 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 400 Atlantic Street Companion Loan Noteholder by a writing
delivered to each of the parties hereto.


                                     -234-
<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 (including
any P&I Advances and any amounts to cover Prepayment Interest Shortfalls)
required to be so deposited or remitted by it under this Agreement, which
failure continues unremedied until 11:00 a.m. (New York City time) on the
applicable Distribution Date, or any failure by the Master Servicer to make, on
a timely basis, the required payments (including any P&I Advances) to a
Companion Loan Noteholder on any Master Servicer Remittance Date, which failure
continues unremedied until 11:00 a.m. (New York City time) on the Business Day
after such remittance date; or

             (iv) any failure by the Master Servicer or the Special Servicer to
timely make any Servicing Advance required to be made by it hereunder, which
Servicing Advance remains unmade for a period of three Business Days following
the date on which notice shall have been given to the Master Servicer or the
Special Servicer, as the case may be, by the Trustee as provided in Section
3.11(f); or

             (v) any failure on the part of the Master Servicer or the Special
Servicer duly to observe or perform in any material respect any other covenants
or agreements on the part of the Master Servicer or the Special Servicer, as the
case may be, contained in this Agreement, which continues unremedied for a
period of 30 days (15 days in the case of payment of insurance premiums) after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer or the Special Servicer,
as the case may be, by any other party hereto or to the Master Servicer or the
Special Servicer, as the case may be (with a copy to each other party hereto),
by a 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 the Special Servicer, as the case may be, has commenced to
cure such failure within the initial 30-day period and has provided the

                                     -235-
<PAGE>

Trustee and each affected 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 a 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 a 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 each affected 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 Moody's to the Certificates (or
the securities backed by a 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 Moody's has determined, and given
notice in writing (including through a publication or newsletter) or
electronically (including through an internet website), is solely or in material
part a result of the Master Servicer or Special Servicer, as the case may be,
acting in such capacity; or

             (xi) the Master Servicer or the Special Servicer is removed from
S&P's approved master servicer list or special servicer list, as the case may
be, and the ratings of any of

                                     -236-
<PAGE>

the Certificates (or the securities backed by a Companion Loan then serviced and
administered hereunder) by S&P are qualified, downgraded or withdrawn in
connection with the removal.

             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) and
(xi) 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, a 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 Companion Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of a Companion Loan or any interest
therein. If any Event of Default described in clause (x) of subsection (a) above
shall occur with respect to the Master Servicer or the Special Servicer (in
either case, under such circumstances, for purposes of this Section 7.01(b), the
"Defaulting Party"), the Trustee shall, by notice in writing (to be sent
immediately by facsimile transmission) to the Defaulting Party (with a copy of
such notice to each other party hereto and the Rating Agencies), terminate,
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 Companion Loans,
other than its rights, if any, as a Certificateholder hereunder or as the holder
of a 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
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

                                     -237-
<PAGE>

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 also for purposes of
Section 7.03(b), the Trustee shall not be deemed to have knowledge of an event
which constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default described in clauses (i) through (xi) 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 Serviced Loans under this Agreement from at least three (3) Persons
qualified to act as a successor Master Servicer hereunder in accordance with
Section 6.02 and Section 7.02 (any such Person so qualified, a "Qualified
Bidder") or, if three (3) Qualified Bidders cannot be located, then from as many
Persons as the Trustee can determine are Qualified Bidders; provided that at the
Trustee's request, the terminated Master Servicer shall supply the Trustee with
the names of Persons from whom to solicit such bids; and provided, further, that
the Trustee shall not be responsible if less than three (3) or no Qualified
Bidders submit bids for the right to master service the Loans (other than the
Westfield Portfolio Mortgage Loan) 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 (other than the Westfield Portfolio Mortgage Loan) 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
(other than the Westfield Portfolio Mortgage Loan) 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-Servicer that it is permitted to terminate in
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a Servicing
Retained Bid, to

                                     -238-
<PAGE>

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 (exclusive of the Westfield Portfolio Mortgage
Loan), 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 a Companion Loan or the
related Companion Loan Securities, and neither the Certificates nor any Mortgage
Loan 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 subject 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 subject 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 with respect to the subject 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 subject Loan Pair calculated at 0.025% per annum. Such
Sub-Servicing Agreement shall also provide that such Sub-Servicer shall agree to
become the master servicer under the related Co-Lender and Servicing Agreement
or other applicable servicing agreement in the event that the subject Loan Pair
is no longer to be serviced and administered hereunder. 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

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<PAGE>

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 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 limiting the use of funds Received by the
Trust in respect of the Fashion Valley Mall Loan Pair or the 400 Atlantic Street
Loan Pair to matters related to such Loan Pair; provided, however, that no such
compensation shall be in excess of that

                                     -240-
<PAGE>

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 each
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,
each Companion Loan Noteholder 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 each Companion Loan Noteholder, if any, that is
affected by such Event of Default, may waive such Event of Default; provided,
however, that an Event of Default under any of 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 each Companion Loan Noteholder, if any, that
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.

             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 a Companion Loan
Noteholder (if affected thereby) does not wish to waive that Event of Default,
then such Companion Loan Noteholder will be entitled to request that the Master
Servicer appoint, within 60 days of such Companion Loan Noteholder's request, a
Sub-Servicer (or, if the subject Loan Pair is currently being subserviced, to
replace, within 60 days of such Companion Loan Noteholder's request, the
then-current Sub-Servicer with a new Sub-Servicer) with respect to the subject
Loan Pair. In connection with the Master Servicer's appointment of a
Sub-Servicer at the request of a 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 a 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 with respect to the subject Loan Pair, except that the Master Servicer
shall be entitled to retain a portion of the Master

                                     -241-
<PAGE>

Servicing Fee for the Mortgage Loan in the subject Loan Pair calculated at
0.025% per annum. Such Sub-Servicing Agreement shall also provide that such
Sub-Servicer shall become the master servicer under the related Co-Lender and
Servicing Agreement or other applicable servicing agreement in the event that
the subject Loan Pair is no longer to be serviced and administered hereunder.
Such Sub-Servicer shall meet the requirements of Section 3.22. If any
Sub-Servicer appointed by the Master Servicer at the request of a 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 Companion Loan Noteholders, 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 Companion Loan
Noteholders (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.




                                     -242-
<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE


     SECTION 8.01. Duties of Trustee.

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

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

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

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

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

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


                                     -243-
<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,




                                     -244-
<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



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Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. The Trustee Fees
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

     (b) The Trustee and any director, officer, employee or agent of the Trustee
shall be entitled to be indemnified for and held harmless by the Trust Fund
against any loss, liability or reasonable "out-of-pocket" expense (including
costs and expenses incurred in connection with removal of the Special Servicer
and Master Servicer pursuant to Sections 7.01 and 7.02, costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement) arising out of, or incurred in connection with, this
Agreement or the Certificates ("Trustee Liability"); provided that such loss,
liability or expense constitutes an "unanticipated expense" within the meaning
of Treasury regulation section 1.860G-1(b)(3)(ii); and provided, further, that
neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms of
this Agreement, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of, or the
negligent disregard of, the Trustee's obligations and duties hereunder, or as
may arise from a breach of any representation, warranty or covenant of the
Trustee made herein, or (3) any loss, liability or expense that constitutes
allocable overhead. The provisions of this Section 8.05(b) and of Section
8.05(c) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.

     (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

     (d) The Trustee shall indemnify and hold harmless the Trust Fund against
any losses arising out of any errors made solely by the Trustee in calculating
distributions to be made hereunder and any other calculation or reporting
hereunder (in each case not attributable to information provided to the Trustee
by the Master Servicer or the Special Servicer); provided that such loss arose
by reason of willful misfeasance, bad faith or negligence on the part of the
Trustee. The provisions of this Section 8.05(d) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

     SECTION 8.06. Eligibility Requirements for Trustee.

     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



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as set forth in its most recent report of condition so published. The Trustee
shall at all times maintain a long-term unsecured debt rating of at least "AA-"
and "Aa3" (or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is
then currently acting in such capacity, of at least "A-" and "A3") from S&P and
Moody's, 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). The Trustee's acting in such capacity shall not
adversely affect the application of the Prohibited Transaction Exemption to the
Investment Grade Certificates. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07;
provided that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $50,000,000 or its long-term unsecured
debt rating no longer conforms to the requirements of the immediately preceding
sentence, and if the Trustee proposes to the other parties hereto to enter into
an agreement with (and reasonably acceptable to) each of them, and if in light
of such agreement the Trustee's continuing to act in such capacity would not (as
evidenced in writing by each Rating Agency) cause an Adverse Rating Event, then
upon the execution and delivery of such agreement the Trustee shall not be
required to resign, and may continue in such capacity, for so long as none of
the ratings assigned by the Rating Agencies to the Certificates is adversely
affected thereby. The bank, trust company, corporation or association serving as
Trustee may have normal banking and trust relationships with the Depositor, the
Master Servicer, the Special Servicer and their respective Affiliates.

     SECTION 8.07. Resignation and Removal of Trustee.

     (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, all Certificateholders and the Companion Loan
Noteholders. 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 Companion Loan Noteholders 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



                                     -247-
<PAGE>

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 Companion Loan Noteholders
by the successor trustee so appointed.

     (c) The Holders of Certificates entitled to 51% of the Voting Rights may at
any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor trustee so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and the Companion Loan Noteholders 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 Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

     (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

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<PAGE>

     (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, such successor trustee shall mail notice of the succession of
such trustee hereunder to the Depositor, the Master Servicer, the Special
Servicer, the Certificateholders and the Companion Loan Noteholders.

     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.

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<PAGE>

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts vested therein pursuant to the
applicable instrument of appointment and this Section 8.10, shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

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

     SECTION 8.11. Appointment of Custodians.

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

     SECTION 8.12. Appointment of Authenticating Agents.

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



                                     -250-
<PAGE>

America or of any State, authorized under such laws to carry on a trust
business, have a combined capital and surplus of at least $15,000,000, and be
subject to supervision or examination by federal or state authorities. Each
Authenticating Agent shall be subject to the same obligations, standard of care,
protection and indemnities as would be imposed on, or would protect, the Trustee
hereunder. The appointment of an Authenticating Agent shall not relieve the
Trustee from any of its obligations hereunder, and the Trustee shall remain
responsible for all acts and omissions of the Authenticating Agent. In the
absence of any other Person appointed in accordance herewith acting as
Authenticating Agent, the Trustee hereby agrees to act in such capacity in
accordance with the terms hereof. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Authenticating Agent, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Authenticating Agent shall be construed to require that such
notice, information or documentation also be provided to the Trustee.

     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     (c) Any Authenticating Agent appointed in accordance with this Section 8.12
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.

     SECTION 8.13. Appointment of Tax Administrators.

     (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

                                     -251-
<PAGE>

     (b) Any Person into which any Tax Administrator may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion, or consolidation to which any Tax Administrator shall be a party, or
any Person succeeding to the corporate agency business of any Tax Administrator,
shall continue to be the Tax Administrator without the execution or filing of
any paper or any further act on the part of the Trustee or the Tax
Administrator.

     (c) Any Tax Administrator appointed in accordance with this Section 8.13
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Tax
Administrator.

     SECTION 8.14. Access to Certain Information.

     (a) The Trustee shall afford to the Master Servicer, the Special Servicer
and the Depositor, and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to any documentation regarding the 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, each Companion Loan
Noteholder and its 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, the Westfield Portfolio Servicing Agreement 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




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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 Special Servicer and delivered to the Trustee
pursuant to Section 3.20; (viii) the most recent appraisal for each Mortgaged
Property and REO Property that has been delivered to the Trustee (each appraisal
obtained hereunder with respect to any Mortgaged Property or REO Property to be
delivered to the Trustee by the Master Servicer or Special Servicer, as
applicable, promptly following its having been obtained); (ix) any and all
Officer's Certificates and other evidence delivered to or by the Trustee to
support its, the Master Servicer's, the Special Servicer's or the Fiscal
Agent's, as the case may be, determination that any Advance was (or, if made,
would be) a Nonrecoverable Advance; (x) any and all information provided to the
Trustee pursuant to Section 6.11(a), 6.11A(a) or 6.11B(a); (xi) the Schedule of
Exceptions to Mortgage File Delivery prepared by the Trustee pursuant to Section
2.02(a) and any exception report prepared by the Trustee pursuant to Section
2.02(b); (xii) all notices of a breach of representation and warranty given by
or received by the Trustee with respect to any party hereto; (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), and
(xiv) any and all reports and other written or electronic information relating
to the Westfield Portfolio Mortgage Loan received by the Trustee as holder of
the Mortgage Note for the Westfield Portfolio Mortgage Loan since the Closing
Date. 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.

                                     -253-
<PAGE>

     (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 2002 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in book-entry
form, through the Depository) by at least 300 Holders and/or Depository
Participants having accounts with the Depository), 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 2002 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered



                                     -254-
<PAGE>

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;

          (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:

                                     -255-
<PAGE>

          (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.

     (d) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2002), the Registered Certificates are held (directly or, in the
case of Registered Certificates held in book-entry form, through the Depository)
by less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust.

     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 Companion Loan Noteholders, 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




                                     -256-
<PAGE>

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

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

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

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

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

     SECTION 8.17. The Fiscal Agent.

     (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt
rating of no less than "AA-" from S&P and "Aa3" from Moody's (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



                                     -257-
<PAGE>

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.

     (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 Companion Loan Noteholders 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 Companion
Loan Noteholders, 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.

                                     -258-
<PAGE>

          (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.

          (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.

                                     -259-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION


                  SECTION 9.01. Termination Upon Repurchase or Liquidation of
                                All Mortgage Loans.

                  Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, the Fiscal Agent and the Trustee (other
than the obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Depositor, Lehman Brothers, the Special Servicer, any Controlling Class
Certificateholder or the Master Servicer of all Mortgage Loans and each REO
Property remaining in 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), Section 4.03A(d) or Section 4.03B(d), and any unpaid servicing
compensation remaining outstanding (which items shall be deemed to have been
paid or reimbursed to the Master Servicer or the Special Servicer, as the case
may be, in connection with such purchase), and (B) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property remaining in REMIC I; 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 Servicer, such
Controlling Class Certificateholder, Lehman Brothers or the Depositor, as
applicable,



                                     -260-
<PAGE>

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 Fashion Valley Mall Mortgaged Property or the 400 Atlantic Street Mortgaged
Property, the portion of the above-described purchase price allocable to such
REO Property shall initially be deposited into the related Loan Pair 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 Fashion Valley Mall Mortgage Loan and
the 400 Atlantic Street 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 Fashion Valley Mall Mortgage Loan or the 400 Atlantic Street
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.

                  Notice of any termination shall be given promptly by the
Trustee by letter to Certificateholders and the Companion Loan Noteholders
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, 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 (viii)



                                     -261-
<PAGE>

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;

          (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;

                                     -262-
<PAGE>

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

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

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

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

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

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

          (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;

                                     -263-
<PAGE>

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

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

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

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

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

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

          (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;

                                     -264-
<PAGE>

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

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

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

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

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

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

          (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;

                                     -265-
<PAGE>

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

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

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

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

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

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

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

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

          (lii) to 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 (li) above;

          (liii) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j); and

                                     -266-
<PAGE>

          (liv) to make 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 (liii) above.

     All distributions of interest made in respect of a Class of Interest Only
Certificates on the final Distribution Date pursuant to clause (i) above, shall
be deemed to have been made in respect of the respective REMIC III Components of
such Class, pro rata in accordance with the respective amounts of Distributable
Component Interest in respect of such REMIC III Components for such Distribution
Date and, to the extent not previously deemed paid pursuant to Section 4.01(a),
for all prior Distribution Dates.

     Any Prepayment Premiums 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-CL, Class A-1, Class A-2, Class A-3, Class A-4, Class B,
Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates in
accordance with Section 4.01(c).

     Any amounts representing Additional Interest on deposit in the Collection
Account as of the Final Distribution Date shall be distributed to the Holders of
the Class V Certificates in accordance with Section 4.01(d).

     Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery 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).

                                     -267-
<PAGE>

     SECTION 9.02. Additional Termination Requirements.

     (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Mortgage Loans and each REO Property remaining in 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
     all of the assets of REMIC I to the Master Servicer, Lehman Brothers, the
     purchasing Controlling Class Certificateholder, the Special Servicer or the
     Depositor, as applicable, for cash; and

          (iii) at the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Certificateholders in accordance with
     Section 9.01 all cash on hand (other than cash retained to meet claims),
     and each REMIC Pool shall terminate at that time.

     (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.

     SECTION 9.03. Westfield Portfolio Mortgage Loan.


     References to "REO Property" and "REO Properties" in Sections 9.01 and 9.02
shall be deemed to include the Trust's rights with respect to any REO Property
relating to the Westfield Portfolio Mortgage Loan and such rights shall be taken
into account in calculating the Termination Price.

                                     -268-
<PAGE>

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

     SECTION 10.01. REMIC Administration.

     (a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC
under the Code and, if necessary, under applicable state law. Such election will
be made on Form 1066 or other appropriate federal or state Tax Returns for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued.

     (b) The REMIC I Regular Interests, the REMIC II Regular Interests and the
Regular Interest Certificates (or, in the case of each Class of Interest Only
Certificates, each of the REMIC III 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)).

     (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 a Class of
Interest Only Certificates, each REMIC III 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 REMIC Pool (but not including any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to the Trust
Fund that involve the IRS or state tax authorities which extraordinary expenses
shall be payable or reimbursable to the Tax Administrator from the Trust Fund
(exclusive of the Grantor Trusts Assets), unless otherwise provided in Section
10.01(i) or 10.01(j)).

                                     -269-
<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 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



                                     -270-
<PAGE>

REMIC Event or an Adverse Grantor Trust Event. None of the other parties hereto
shall take any action or fail to take any action (whether or not authorized
hereunder) as to which the Tax Administrator has advised it in writing that the
Tax Administrator has received or obtained an Opinion of Counsel to the effect
that an Adverse REMIC Event or an Adverse Grantor Trust Event could result from
such action or failure to act. In addition, prior to taking any action with
respect to any REMIC Pool, or causing any REMIC Pool to take any action, that is
not expressly permitted under the terms of this Agreement, the Master Servicer
and the Special Servicer shall consult with the Tax Administrator or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event or an Adverse Grantor Trust Event to occur. The Tax Administrator
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take the action not permitted by this
Agreement, but in no event at the cost or expense of the Trust Fund or the
Trustee. At all times as may be required by the Code, the Tax Administrator
shall make reasonable efforts to ensure that substantially all of the assets of
each REMIC Pool will consist of "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

     (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Lehman Mortgage Loans did not, at the time of their
transfer to REMIC I, constitute a "qualified mortgage" as defined in Section
860G(a)(3) of the Code; or (vi) the Trust Fund, excluding the portion thereof
constituting the Grantor Trust, in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust Fund (exclusive of the Grantor Trust Assets). Any such
amounts payable by the Trust Fund shall be paid by the Trustee upon the written
direction of the Tax Administrator out of amounts on deposit in the Collection
Account in reduction of the Available Distribution Amount pursuant to Section
3.05(b).

     (k) The Tax Administrator shall, for federal income tax purposes, maintain
books and records with respect to each REMIC Pool on a calendar year and on an
accrual basis.

     (l) Following the Startup Day, none of the Trustee, the Master Servicer and
the Special Servicer shall accept any contributions of assets to any REMIC Pool
unless it shall have received an Opinion of Counsel (at the expense of the party
seeking to cause such contribution and in no event at the expense of the Trust
Fund or the Trustee) to the effect that the inclusion of such assets in such
REMIC Pool will not cause: (i) such REMIC Pool to fail to qualify as a REMIC at
any time that any Certificates are outstanding; or (ii) the imposition of any
tax on such REMIC Pool under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.

     (m) None of the Trustee, the Master Servicer and the Special Servicer shall
consent to or, to the extent it is within the control of such Person, permit:
(i) the sale or disposition of any of the



                                     -271-
<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);
in any event unless it has received an Opinion of Counsel (at the expense of the
party seeking to cause such sale, disposition, or acquisition but in no event at
the expense of the Trust Fund or the Trustee) to the effect that such sale,
disposition, or acquisition will not cause: (x) any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (y) the
imposition of any tax on any REMIC Pool under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

     (n) Except as permitted by Section 3.17(a), none of the Trustee, the Master
Servicer and the Special Servicer shall enter into any arrangement by which any
REMIC Pool will receive a fee or other compensation for services nor permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.

     SECTION 10.02. Grantor Trust Administration.

     (a) The Tax Administrator shall treat the Grantor Trust, for tax return
preparation purposes, as a grantor trust under the Code and, if necessary, under
applicable state law and will file appropriate federal or state Tax Returns for
each taxable year ending on or after the last day of the calendar year in which
the Certificates are issued.

     (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Grantor Trust Assets in the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

     (c) The Tax Administrator shall prepare, sign and file all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership Interest in a Certificate. Such form shall be prepared in sufficient
detail to enable reporting on the cash or accrual method of accounting, as
applicable, and to report on such Certificateholder's fiscal year if other than
the calendar year. The other parties hereto shall provide on a timely basis to
the Tax Administrator or its designee such information with respect to the
Grantor Trust as is in its possession




                                     -272-
<PAGE>

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 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.

                                     -273-
<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 Companion Loan Noteholders, (i) to cure any ambiguity, (ii) to correct,
modify or supplement any provision herein which may be inconsistent with any
other provision herein or with the description thereof in the Prospectus or the
Prospectus Supplement, (iii) to add any other provisions with respect to matters
or questions arising hereunder which shall not be inconsistent with the existing
provisions hereof, (iv) to relax or eliminate any requirement hereunder imposed
by the REMIC Provisions if the REMIC Provisions are amended or clarified such
that any such requirement may be relaxed or eliminated, (v) to relax or
eliminate any requirement imposed by the Securities Act or the rules thereunder
if the Securities Act or those rules are amended or clarified so as to allow for
the relaxation or elimination of that requirement; (vi) as evidenced by an
Opinion of Counsel delivered to the Master Servicer, the Special Servicer and
the Trustee, either (A) to comply with any requirements imposed by the Code or
any successor or amendatory statute or any temporary or final regulation,
revenue ruling, revenue procedure or other written official announcement or
interpretation relating to federal income tax laws or any such proposed action
which, if made effective, would apply retroactively to any of the REMIC Pools or
the Grantor Trust at least from the effective date of such amendment, or (B) to
avoid the occurrence of a prohibited transaction or to reduce the incidence of
any tax that would arise from any actions taken with respect to the operation of
any REMIC Pool or the Grantor Trust; (vii) as provided in Section 5.02(d)(iv) to
modify, add to or eliminate any of the provisions of Section 5.02(d)(i), (ii) or
(iii); 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 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 Companion Loan
Securities to which a rating has been assigned by one or more Rating Agencies,
written confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event; and provided, further,
that such amendment shall not significantly change the activities of the Trust.

     (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 a Companion Loan Noteholder, without the consent
of such Companion Loan Noteholder, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates or the interests of a
Companion Loan Noteholder in a manner other than as described in the immediately
preceding clause (i) without the consent of the Holders of all Certificates of
such Class or the consent of such Companion Loan Noteholder, as the case may be,
(iii) significantly




                                     -274-
<PAGE>

change the activities of the Trust without the consent of the Holders of
Certificates entitled to 51% of all the Voting Rights (without regard to
Certificates held by the Depositor or any of the Depositor's Affiliates and/or
agents), (iv) modify the provisions of this Section 11.01, without the consent
of the Holders of all Certificates then outstanding and the consent of all of
the Companion Loan Noteholders, (v) modify the provisions of Section 3.20 or the
Servicing Standard, without the consent of the Holders of all Regular Interest
Certificates then outstanding and the consent of all of the Companion Loan
Noteholders, or (vi) 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 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).

                                     -275-
<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 a Companion Loan Noteholder, out of the related Loan Pair 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 a 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 Companion
                    Loan Noteholders.

     (a) The death or incapacity of any Certificateholder or Companion Loan
Noteholder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's or 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 Companion Loan Noteholders (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 Companion Loan Noteholders from time to time as
partners or members of an association; nor shall any Certificateholder or
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) None of the Certificateholders or Companion Loan Noteholders shall have
any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement or any Loan, unless, with respect to any suit, action or proceeding
upon or under or with respect to this Agreement, such Person previously shall
have given to the Trustee a written notice of default hereunder, and of the
continuance thereof, as hereinbefore provided, and unless also (except in the
case of a default by the Trustee) the Holders of Certificates entitled to at
least 25% of the Voting Rights shall have made written request upon the Trustee
to institute such action, suit or




                                     -276-
<PAGE>

proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of 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, 745 Seventh Avenue, New York, New York, Attention: Scott
Lechner--LB-UBS Commercial Mortgage Trust 2002-C1, facsimile number: (212) (646)
758-4203; (ii) in the case of the Master Servicer, Wachovia Bank, National
Association, NC 1075, 8739 Research Drive, URP 4, Charlotte, North Carolina
28288 1075, Attention: LB-UBS Mortgage Trust 2002-C1; facsimile number: (704)
593-7735; (iii) in the case of the Special Servicer, Lennar Partners, Inc., 760
N.W. 107th Avenue, Miami, Florida 33172, facsimile number: (305) 226-3428; (iv)
in the case of the Trustee, LaSalle Bank National Association, 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities
Trust Services Group--LB-UBS Commercial Mortgage Trust 2002-C1, facsimile
number: (312) 904-2084; (v) in the case of the Fiscal Agent, ABN AMRO Bank N.V.,
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention:
Asset-Backed Securities Trust Services Group--LB-UBS Commercial Mortgage Trust
2002-C1, facsimile number: (312) 904-5200; (vi) in the case of the Underwriters,
(A) Lehman Brothers, Inc., 745 Seventh Avenue, New York, New York, Attention:
Scott Lechner--LB-UBS Commercial Mortgage Trust 2002-C1, facsimile number: (212)
(646) 758-4203, (B) UBS Warburg LLC, 1285 Avenue of the Americas, New York, New
York 10019, Attention: Ahmed Alali, facsimile number: (212) 713-2099, with a
copy to Robert C. Dinerstein, General Counsel, and (C) Salomon Smith Barney
Inc., 388 Greenwich Street, New York, New York 10013, Attention: Angela Vleck,
facsimile number: (212) 836-8306; (vii) 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) Standard &
Poor's Rating Services, a division of the McGraw-Hill Companies, Inc., 55 Water
Street, 10th Floor, New York, New York 10004, Attention: CMBS Surveillance
Department, facsimile number: (212) 438-2662; and (viii) in the case of the
Fiscal Agent, to the Trustee on behalf of the Fiscal Agent; or, as to each such
Person, such other address as may hereafter be furnished by such Person to the
parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register.

                                     -277-
<PAGE>

     SECTION 11.06. Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 11.07. Grant of a Security Interest.

     The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Mortgage
Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for
a loan, however, the Depositor and the Trustee agree that it is their intent
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor and the Trustee also
intend and agree that, in such event, (i) in order to secure performance of the
Depositor's obligations hereunder and payment of the Certificates, the Depositor
shall be deemed to have granted, and does hereby grant, to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets constituting the Trust Fund, including
the Mortgage Loans, all principal 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 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 the State of Delaware promptly
following the initial issuance of the Certificates, and the Trustee shall
prepare, execute and file at each such office, with the consent of the Depositor
hereby given, continuation statements with respect thereto, in each case within
six months prior to the fifth anniversary of the immediately preceding filing.
The Depositor shall cooperate in a reasonable manner with the Trustee and the
Master Servicer in preparing and filing such continuation statements. This
Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the UCC.

     SECTION 11.08. Streit Act.

     Any provisions required to be contained in this Agreement by Section 126 of
Article 4-A of the New York Real Property Law are hereby incorporated herein,
and such provisions shall be in addition to those conferred or imposed by this
Agreement; provided, however, that to the extent that such Section 126 shall not
have any effect, and if said Section 126 should at any time be repealed or cease
to apply to this Agreement or be construed by judicial decision to be
inapplicable, said Section 126 shall cease to have any further effect upon the
provisions of this Agreement. In case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real
Property Law, such mandatory provisions of said Article 4-A shall prevail,
provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this


                                     -278-
<PAGE>


Agreement or be construed by judicial decision to be inapplicable, such
mandatory provisions of such Article 4-A shall cease to have any further effect
upon the provisions of this Agreement.

     SECTION 11.09. Successors and Assigns; Beneficiaries.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. 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. Each Companion Loan Noteholder and any designees thereof
acting on behalf of or exercising the rights of such Companion Loan Noteholder
shall be third-party beneficiaries to this Agreement with respect to their
rights as specifically provided for herein. The Fashion Valley Mall Trustee, the
Fashion Valley Mall Fiscal Agent, the 400 Atlantic Street Trustee and the 400
Atlantic Street 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.

     (a) The Trustee shall promptly provide notice to each Rating Agency with
respect to each of the following of which it has actual knowledge:

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Event of Default that has not been cured;

          (iii) the resignation or termination of the Fiscal Agent, the Master
     Servicer or the Special Servicer;

          (iv) the repurchase of Mortgage Loans by the Depositor pursuant to
     Section 2.03;

                                     -279-
<PAGE>

          (v) any change in the location of the Collection Account or the
     Interest Reserve 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), 4.03A(c) or 4.03B(c).

     (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

     (f) The Trustee shall promptly deliver to each Rating Agency a copy of each
of the statements and reports described in Section 4.02(a) that is prepared by
it.

     (g) Each of the Trustee, the Master Servicer and the Special Servicer shall
provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

     SECTION 11.12. Global Opinions.

     Notwithstanding anything herein to the contrary, where any party hereto is
required or permitted to rely upon an Opinion of Counsel with respect to any
particular matter, such Opinion of Counsel need not specifically reference such
particular matter, but rather such Opinion of Counsel may address general
matters of law in respect of nonspecific circumstances which clearly encompass
the facts of such particular matter (any such Opinion of Counsel, a "Global
Opinion"); provided that no Global Opinion may be relied upon if it is more than
12 months old or if the subject party has reason to believe that such Global
Opinion no longer expresses a correct legal opinion.

                                     -280-
<PAGE>

     SECTION 11.13. Complete Agreement.

     This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.
























                                     -281-
<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: /s/ Precilla Torres
                                    --------------------------------------------
                                 Name:  Precilla Torres
                                 Title: Senior Vice President


                                 WACHOVIA BANK, NATIONAL ASSOCIATION
                                 (known prior to April 1, 2002 as First Union
                                 National Bank)
                                       Master Servicer


                                 By: /s/ Jason Todd
                                    --------------------------------------------
                                 Name:  Jason Todd
                                 Title: Associate


                                 LENNAR PARTNERS, INC.
                                       Special Servicer


                                 By: /s/ Shelly Rubin
                                    --------------------------------------------
                                 Name:  Shelly Rubin
                                 Title: Vice President


                                 LASALLE BANK NATIONAL ASSOCIATION
                                       Trustee


                                 By: /s/ Brian D. Ames
                                    --------------------------------------------
                                 Name:  Brian D. Ames
                                 Title: Vice President



<PAGE>

                                 ABN AMRO BANK N.V.
                                       Fiscal Agent


                                 By: /s/ Brian D. Ames
                                    --------------------------------------------
                                 Name:  Brian D. Ames
                                 Title: Vice President


                                 By: /s/ Cynthia Reis
                                     -------------------------------------------
                                 Name:  Cynthia Reis
                                 Title: First Vice President




<PAGE>




STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )



                  On the 28th day of March, 2002, before me, a notary
public in and for said State, personally appeared Precilla Torres,
known to me to be a Senior Vice President of STRUCTURED ASSET SECURITIES
CORPORATION, one of the entities that executed the within instrument, and also
known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          /s/ Saleenah Callaway
                                    --------------------------------------
                                                  Notary Public


[Notarial Seal]




<PAGE>


STATE OF North Carolina        )
                               )  ss.:
COUNTY OF Mecklenburg          )



                  On the 29th day of March, 2002, before me, a notary public in
and for said State, personally appeared Jason Todd, known to me to be an
Associate of WACHOVIA BANK, NATIONAL ASSOCIATION (known prior to April 1, 2002
as 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.



                                               /s/ Katrina Schwarting
                                          -----------------------------------
                                                      Notary Public


[Notarial Seal]




<PAGE>


STATE OF Florida               )
                               )  ss.:
COUNTY OF Miami-Dade           )



                  On the 1st day of April, 2002, before me, a notary public in
and for said State, personally appeared Shelly Rubin, known to me to be a Vice
President of LENNAR PARTNERS, INC., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Jeanine A. Manzano
                                 ____________________________________________
                                                 Notary Public


[Notarial Seal]




<PAGE>


STATE OF Illinois                  )
                                   )  ss.:
COUNTY OF Cook                     )



                  On the 1st day of April, 2002, before me, a notary public in
and for said State, personally appeared Brian D. Ames, known to me to be a Vice
President of LASALLE BANK NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                               /s/ Myron L. Mix
                                    ____________________________________________
                                                  Notary Public


[Notarial Seal]




<PAGE>



STATE OF Illinois                  )
                                   )  ss.:
COUNTY OF Cook                     )


                  On the 1st day of April, 2002, before me, a notary public in
and for said State, personally appeared Brian D. Ames and Cynthia Reis, known to
me to be a Vice President and First Vice President, respectively, of ABN AMRO
BANK N.V., one of the entities that executed the within instrument, and also
known to me to be the persons who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                             /s/ Myron L. Mix
                                ____________________________________________
                                                Notary Public


[Notarial Seal]



<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
    MORTGAGE
  LOAN NUMBER                    PROPERTY NAME                                              ADDRESS
<S>              <C>                                           <C>
       1         Fashion Valley Mall                            7007 Friars Road
       2         400 Atlantic Street                            400 Atlantic Street
       3         Tanamera Apartments                            900 South Meadows Parkway
       4         First Bank and Trust Center                    One Galleria Boulevard
       5         260 11th Avenue                                260 11th Avenue
       6         235 Second Street                              235 Second Street
       7         Westfield Portfolio B Note                     Various
       8         270 Corporate Center II                        20251 and 20300 Century Boulevard
       9         Metro Park North                               400 East Gude Drive, 7300, 7301 and 7362 Calhoun Place
       10        Big V Town Center                              366 Windsor Highway
       11        Marriott Cool Springs                          700 Cool Springs Boulevard
       12        270 Corporate Center I                         20201 and 20250 Century Boulevard
       13        Berkeley Crossing                              1608 4th Street
       14        Food 4 Less Shopping Center - Hollywood        5420 Sunset Boulevard
       15        Key Plaza Shopping Center                      2900 North Roosevelt Boulevard
       16        Woodlake Square                                9600 Westheimer
       17        Windswept Portfolio                            Various
       18        Dallas Industrial Portfolio                    Various
       19        Sprint Building                                965 North Keller Road
       20        Quail Pointe Center                            5255-5333 Sunrise Boulevard
       21        City Center West II                            7251 West Lake Mead Boulevard
       22        U-Haul Pool B                                  Various
       23        Shelby's Creek Apartments                      3050 South Nellis Boulevard
       24        Greenhaven Village Apartments                  3900 Brookhaven Club Drive
       25        U-Haul Pool A                                  Various
       26        Lakeside at Loudoun Building II                21345 Ridgetop Circle
       27        Independence Shopping Center                   5600-5720 Independence Boulevard
       28        U-Haul Pool D                                  Various
       29        U-Haul Pool C                                  Various
       30        Foss Distribution                              Various
       31        Ridgecrest Apartments                          926 Stevens Creek Road
       32        Food 4 Less Shopping Center - Boyle Heights    2750 East First Street
       33        5150 PCH                                       5150 Pacific Coast Highway
       34        35 Ryerson                                     35 Ryerson Street
       35        Lakewood Marketplace #1 (SEC)                  South Street & Woodruff Avenue
       36        Lakeside at Loudoun Building I                 21351 Ridgetop Circle
       37        Eagle Pointe Apartments                        6612 Eagle Point Drive North
       38        Palermo Apartments                             5870 West Harmon Avenue
       39        Old Cutler Town Center                         20405-20571 Old Cutler Road
       40        Barren River Plaza                             100-340 U.S. Highway 31
       41        Preston Lloyd                                  19009 Preston Road
       42        Eastgate Business Center                       9820-9873 Currie Davis Drive
       43        Lakewood Marketplace #3 (NWC)                  South Street & Woodruff Avenue
       44        Villas of Plano                                1717 Independence Parkway
       45        Asheboro Multifamily                           Various
       46        Ramona Gardens                                 12175 Ramona Avenue
       47        Del Este Mobil Home Estates                    1241 North East Street
       48        Sunrise Heights Apartments                     5404 Century Avenue
       49        Maryland Crossing                              3945-4055 South Maryland Parkway
       50        The Gruntal Building                           2125 Center Avenue
       51        Crossroads Business Center                     925-931 Semoran Boulevard
       52        Rosemont Plaza                                 5800 North Orange Blossom Trail
       53        Shoreline Plaza Shopping Center                830 Boston Post Road
       54        Venture Circle                                 Various
       55        ManTech Building                               46610 Expedition Drive
       56        Lakeside Club Apartments                       2250 Marsh Lane
       57        GSL Industrial Portfolio                       Various
       58        Titan Building                                 22290 Exploration Drive
       59        Kendale Office Centre                          9000, 9010, 9020, Southwest 137th Avenue
       60        Bakersmith Shopping Center                     3200 North Ashley Street
       61        Stanford Court Apartments                      402-430 East O'Keefe Street
       62        Summit by the Lake Apartments                  105 Skytop Manor
       63        7-Hi Shopping Center                           4754 & 4912 Highway 101 and 17790 & 17800 Highway 7
       64        Cedar Creek Crossing                           600 Cedar Creek Road
       65        West Haverstraw Apartments                     Route 9 West
       66        Smithfield Plaza                               Route 10 at Cypress Run Drive
       67        University Center Apartments                   2001 Manhattan Avenue
       68        Quail Hollow Apartments                        8118 Forest Garden Ct
       69        Virginia Park Residences                       2102 South 29th St
       70        333 East Osborn                                333 East Osborn Road
       71        Archibald Ranch Town Center                    3015-3085 Archibald Avenue & 2760-2780 Riverside Drive
       72        Northstar I, II, III                           Various
       73        Cedar Creek Mall                               400-440 SW Ward Street
       74        Campbell Fair Shopping Center                  1800 East Fort Loiweel Road
       75        Village Shops at Crosspointe                   8900-8920 and 8965 Village Shops Drive
       76        Miramar Interchange - Phase I                  11220 Interchange Circle
       77        Sutphin Boulevard                              89-00 Sutphin Road
       78        Caton 95                                       1501, 1521, & 1531 South Edgewood Street
       79        Lakewood Marketplace #4 (NEC)                  South Street & Woodruff Avenue
       80        444 Beech Street                               444 West Beech Street
       81        Geneseo Highlands                              95 Meadow Drive
       82        Campus Circle                                  6301-6341 Campus Circle Drive
       83        Walgreens - Marrero                            2570 Barataria Boulevard
       84        25 Avenue C                                    25 Avenue C
       85        Simpson Avenue Apartments                      7526 Simpson Avenue
       86        North Bank Plaza                               2950 Johnson Drive
       87        Jackson Square                                 1201 West Church Street
       88        Canoga Plaza Apartments                        20942 Gresham Street
       89        Lakewood Marketplace #2 (SWC)                  South Street & Woodruff Avenue
       90        York Self Storage                              9400-9410 South Tryon Street
       91        Chino Hills                                    4000-4082 Chino Hills Parkway & 14850-14858 Pipeline Avenue
       92        Tallgrass Plaza                                2240-2250 North Rock Road
       93        Walgreens - Mandeville                         4330 Highway 22
       94        Preakness I                                    1691-1707 Hillrise Drive & 730-734 Hillrise Court
       95        Mayfair Royal                                  181 14th Street
       96        Lawndale Mobile Plaza, Inc.                    13590 Center Street
       97        McCormick Ranch Office Plaza                   8233 East Via Paseo Del Norte
       98        Marina Business Center                         377 Keahole Street
       99        Eagan McAllister Building                      46561 Expedition Drive
      100        Auburn Court                                   3675 Clay Pond Road
      101        Staples - Murrieta                             25070 Madison Avenue
      102        Walgreens Brainerd                             340 West Washington Street
      103        Keystone Plaza                                 3554 Pelham Parkway
      104        Wheel Estate Mobile Home Park                  3701 Mustang Drive
      105        Leisure Living Mobile Home Park                8401 Randol Mill Road
      106        Windmill Square Shopping Center                3576 Stuart's Draft Highway
      107        Security Self Storage                          Various
      108        Beltline Square                                4021 Beltline Road
      109        The Shops at Monk's Corner                     27 & 29 Van Campen Boulevard
      110        Winterhaven Square                             3102-3160 East Fort Lowell Road
      111        Morningstar - Thunderbird                      5448 North Tryon Street
      112        Lindsay Main Plaza                             116 North Lindsay Road
      113        Morningstar - Randleman                        2711 Randleman Road
      114        Birchwood Apartments                           624 Nord Avenue
      115        Surrey Plaza                                   10 Surrey Plaza
      116        Morningstar - Greenville                       9 Saluda Dam Road
      117        Parkway - Yorkway Apartments                   2315-2321 Lincoln Road Northeast
      118        Central Business Center                        17-25 West Watkins Street & 2402-2426 South Central Avenue
      119        Preakness II                                   1724 Versailles Avenue
      120        Cactus Plaza                                   4323 West Cactus Road
      121        Bloomdale Mobile Home Park                     Route 5 & 20
      122        Maple Grove Mobile Home Park                   G-4493 Fenton Road
      123        Cooper Marketplace                             785 West Warner Road
      124        Morningstar - Pavilion                         11020 Highway 29 North
      125        Red Bank Apartments                            Various
      126        Speer Mobile Home Park                         1833 North Branch Forbes Road
      127        CVS - Alabaster                                520 Highway 119
      128        Stanford Gardens Apartments                    501 O'Connor Street & 2012 Euclid Avenue
      129        Carter Commerce Center II                      930 Carter Road
      130        Michigan Commerce Center I & II                Various
      131        Taft Vineland Business Center                  943 & 945 Taft Vineland Road
      132        Katy Building                                  701 Commerce Street
      133        Downing Street Retail Center                   31 Downing Street
      134        Stewart Mobile Home Park                       325 East First Street
      135        Village at East Fork                           749 Highway 91
      136        Morningstar - Rockingham                       1787 East Broad Avenue
      137        Carter Commerce Center I                       930 Carter Road
      138        Beach Front Hilltop Acres Mobile Home Park     7281 Morrow Road
      139        Willow Cove Mobile Home Park                   3380 Rochester Road
      140        Woodland Manufactured Home Park                Dale Road
      141        Dismuke Apartments                             1907 Dismuke Street
      142        Lyman Road Warehouse                           190 Lyman Road
</TABLE>


<TABLE>
<CAPTION>
    MORTGAGE                                                  CUT-OFF        MONTHLY        MORTGAGE    REMAINING TERM   MATURITY
  LOAN NUMBER            CITY       STATE        ZIP CODE   DATE BALANCE   P&I PAYMENT        RATE        TO MATURITY      DATE
<S>              <C>                <C>         <C>        <C>           <C>                 <C>              <C>       <C>
       1         San Diego            CA           92108    170,000,000   1,102,340.16        6.487            79        10/11/31
       2         Stamford             CT           06901     87,000,000     564,218.08        6.437           118         1/11/12
       3         Reno                 NV           89511     41,199,970     273,330.04        6.960           119         2/11/12
       4         Metairie             LA           70001     39,850,496     272,870.51        7.250           115        10/11/31
       5         New York             NY           10001     35,912,633     270,737.69        7.700           130         1/11/27
       6         San Francisco        CA           94105     32,500,000     309,462.24        7.940           121         4/11/17
       7         Various              CA         Various     30,066,418     198,660.13        7.820            93        12/11/29
       8         Germantown           MD           20874     25,200,000     176,145.60        7.330           120         3/11/32
       9         Rockville            MD           20855     24,700,000     169,028.09        7.110           119         2/11/32
       10        New Windsor          NY           12553     21,431,715     145,939.47        7.200           116        11/11/31
       11        Franklin             TN           37067     21,069,051     158,420.45        7.600            52         7/11/06
       12        Germantown           MD           20874     21,000,000     146,788.00        7.330           120         3/11/32
       13        Berkeley             CA           94710     18,459,044     129,988.71        7.550           117        12/11/11
       14        Los Angeles          CA           90027     17,916,571     126,566.81        7.550           112         7/11/11
       15        Key West             FL           33040     17,730,026     128,761.42        7.880           119         2/11/12
       16        Houston              TX           77063     16,780,276     115,632.95        7.340           119         2/11/12
       17        Houston              TX         Various     16,567,651     103,477.80        6.350            56        11/11/06
       18        Various              TX         Various     16,392,005     117,607.86        7.380            77         8/11/08
       19        Altamonte Springs    FL           32714     15,100,000     106,202.47        7.560           120         3/11/32
       20        Fair Oaks            CA           95628     14,899,932     104,971.64        7.560           118          1/1/12
       21        Las Vegas            NV           89128     14,633,365     105,055.65        7.760           119         2/11/12
       22        Various              Various    Various     14,583,455     105,353.80        7.820           118         1/11/32
       23        Las Vegas            NV           89121     12,970,872      90,808.89        7.490           117        12/11/11
       24        Addison              TX           75001     12,963,623      80,975.59        6.360            57        12/11/06
       25        Various              Various    Various     12,945,100      93,517.99        7.820           118         1/11/32
       26        Sterling             VA           20166     12,660,846      87,499.46        7.350           116        11/11/31
       27        Charlotte            NC           28212     12,285,724      85,835.00        7.480           119         2/11/32
       28        Various              Various    Various     11,492,445      83,023.72        7.820           118         1/11/32
       29        Various              Various    Various     11,397,598      82,338.53        7.820           118         1/11/32
       30        Hampton              NH           03842     10,929,636      83,447.58        7.800           114         9/11/26
       31        Augusta              GA           30907     10,507,330      70,272.66        7.040            83         2/11/09
       32        Los Angeles          CA           90033     10,417,721      74,573.70        7.680           111         6/11/11
       33        Long Beach           CA           90804     10,288,026      71,737.19        7.460           119         2/11/12
       34        Brooklyn             NY           11205     10,250,000      78,771.96        7.950           120         3/11/12
       35        Lakewood             CA           90713      9,774,579      63,562.61        6.750            57        12/11/06
       36        Sterling             VA           20166      9,769,787      67,519.27        7.350           116        11/11/31
       37        Indianapolis         IN           46254      9,082,592      59,022.43        6.750            58         1/11/07
       38        Las Vegas            NV           89103      8,201,202      57,778.36        7.560           118         1/11/12
       39        Miami                FL           33189      7,985,881      54,574.10        7.250           118         1/11/12
       40        Glasgow              KY           42141      7,886,857      55,888.54        7.620           118         1/11/12
       41        Dallas               TX           75252      7,675,737      52,475.36        7.240           116        11/11/31
       42        Tampa                FL           33619      7,493,577      48,707.01        6.730            79        10/11/08
       43        Lakewood             CA           90713      7,480,545      48,644.86        6.750            57        12/11/06
       44        Plano                TX           75075      7,430,912      48,900.36        6.880            59         2/11/07
       45        Asheboro             NC           27203      7,381,904      49,481.13        7.050           117        12/11/11
       46        Chino                CA           91710      7,330,934      47,671.96        6.750           117        12/11/11
       47        Anaheim              CA           92805      7,224,149      51,543.97        7.050           116        11/11/11
       48        Middleton            WI           53562      7,081,547      46,003.28        6.740            57        12/11/06
       49        Las Vegas            NV           89119      6,962,185      46,404.85        7.000           118         1/11/12
       50        Fort Lee             NJ           07024      6,884,602      48,293.06        7.510           117        12/11/11
       51        Winter Park          FL           32792      6,781,481      42,980.63        6.500            81        12/11/08
       52        Orlando              FL           32810      6,615,021      45,161.47        7.220           115        10/11/11
       53        Guilford             CT           06437      6,436,769      44,694.71        7.330           107         2/11/11
       54        Orlando              FL           32807      6,194,026      40,260.14        6.730            79        10/11/08
       55        Lexington Park       MD           20653      6,153,019      44,280.07        7.785           119         2/11/32
       56        Carrollton           TX           75006      6,073,714      38,877.64        6.580            55        10/11/06
       57        Various              TX         Various      6,058,176      43,078.19        7.000            55        10/11/06
       58        Lexington Park       MD           20653      5,853,359      42,123.58        7.785           119         2/11/32
       59        Miami                FL           33186      5,561,150      36,978.36        6.970            57        12/11/06
       60        Valdosta             GA           31602      5,082,077      37,225.35        7.360           117        12/11/11
       61        East Palo Alto       CA           94303      4,921,908      35,165.94        7.705           118         1/11/12
       62        Scranton             PA           18505      4,888,483      33,426.64        7.250           117        12/11/11
       63        Minnetonka           MN           55345      4,812,144      34,531.07        7.750           118         1/11/12
       64        Fayetteville         NC           28301      4,734,824      32,146.03        7.170           116        11/11/11
       65        West Haverstraw      NY           10993      4,616,760      32,676.25        6.960           116        11/11/11
       66        Smithfield           VA           23430      4,492,033      30,636.91        7.230            82         1/11/09
       67        East Palo Alto       CA           94303      4,397,769      31,421.09        7.705           118         1/11/12
       68        Greenfield           WI           53220      4,328,698      28,091.48        6.730            57        12/11/06
       69        Fort Pierce          FL           34947      4,189,810      28,197.03        7.090           117        12/11/11
       70        Phoenix              AZ           85012      4,138,821      27,054.09        6.750            57        12/11/06
       71        Ontario              CA           91761      3,990,598      27,287.05        7.250           117        12/11/11
       72        Stanford             FL           32771      3,746,290      24,350.27        6.730            79        10/11/08
       73        Lee's Summit         MO           64081      3,717,184      24,316.81        6.800            56        11/11/06
       74        Tucson               AZ           85719      3,682,101      25,921.63        7.520           113         8/11/11
       75        Fairfax Station      VA           22039      3,681,946      26,446.00        7.125           116        11/11/11
       76        Miramar              FL           33025      3,599,904      23,398.78        6.730            79        10/11/08
       77        Jamaica              NY           11435      3,490,542      22,214.53        6.540            81        12/11/08
       78        Baltimore            MD           21227      3,483,281      25,320.79        7.260           116        11/11/11
       79        Lakewood             CA           90713      3,441,051      22,376.63        6.750            57        12/11/06
       80        San Diego            CA           92101      3,388,088      21,939.45        6.700            56        11/11/06
       81        Geneseo              NY           14454      3,386,332      22,415.15        6.910           115        10/11/11
       82        Irving               TX           75063      3,346,064      23,034.96        7.330            83         2/11/09
       83        Marrero              LA           70072      3,307,208      22,614.14        7.250           117        12/11/11
       84        New York             NY           10009      3,184,038      22,123.42        7.385           113         8/11/11
       85        North Hollywood      CA           91605      3,091,959      20,106.54        6.750            57        12/11/06
       86        Ventura              CA           93003      2,996,442      20,404.28        7.220           119         2/11/12
       87        Livingston           TX           77351      2,992,981      23,094.90        7.970           118         1/11/12
       88        Canoga Park          CA           91304      2,992,218      19,457.94        6.750            57        12/11/06
       89        Lakewood             CA           90713      2,892,478      18,809.34        6.750            57        12/11/06
       90        Charlotte            NC           28215      2,743,326      20,681.35        7.700           118         1/11/12
       91        Chino Hills          CA           91709      2,730,468      17,846.45        6.800            81        12/11/08
       92        Wichita              KS           67226      2,691,184      18,072.10        7.060            56        11/11/06
       93        Mandeville           LA           70471      2,663,724      18,214.11        7.250           117        12/11/11
       94        Lexington            KY           40504      2,593,973      17,860.20        7.320           117        12/11/11
       95        Atlanta              GA           30309      2,547,064      17,969.87        7.580           119         2/11/12
       96        Weston               OH           43569      2,545,937      18,382.32        7.220           119         2/11/12
       97        Scottsdale           AZ           85258      2,536,832      18,180.48        7.700           112         7/11/11
       98        Honolulu             HI           96825      2,512,682      22,152.09        7.500            78         9/11/08
       99        Lexington Park       MD           20653      2,507,155      18,042.69        7.785           119         2/11/32
      100        Myrtle Beach         SC           29579      2,497,058      17,156.27        7.310           119         2/11/12
      101        Murrieta             CA           92562      2,381,487      16,297.19        7.250           116        11/11/11
      102        Brainerd             MN           56401      2,345,341      14,899.99        6.530            58         1/11/07
      103        Pelham               AL           35124      2,336,063      16,441.81        7.550           118         1/11/12
      104        Grapevine            TX           76051      2,312,704      15,826.49        7.250           116        11/11/11
      105        Fort Worth           TX           76120      2,294,458      15,495.53        7.125           117        12/11/11
      106        Stuarts Draft        VA           24477      2,267,194      16,826.85        7.510           117        12/11/11
      107        Various              CT         Various      2,170,000      16,390.63        7.750           120         3/11/12
      108        Addison              TX           75001      2,125,003      16,369.20        7.950           118         1/11/12
      109        Wilmington           NC           28403      2,096,712      15,423.32        7.430           119         2/11/12
      110        Tucson               AZ           85716      2,095,064      14,325.70        7.250           117        12/11/11
      111        Charlotte            NC           28213      2,084,928      15,717.83        7.700           118         1/11/12
      112        Mesa                 AZ           85213      2,073,128      13,838.29        7.000            80        11/11/08
      113        Greensboro           NC           27406      2,059,989      15,529.81        7.700           118         1/11/12
      114        Chico                CA           93454      1,990,384      13,279.20        6.980           114         9/11/11
      115        Hawkinsville         GA           31036      1,920,113      12,626.59        6.860           117        12/11/11
      116        Greenville           SC           29617      1,895,389      14,288.93        7.700           118         1/11/12
      117        Washington           DC           20002      1,892,899      12,961.35        7.250           115        10/11/11
      118        Phoenix              AZ           85003      1,814,975      12,861.44        7.620           118         1/11/12
      119        Lexington            KY           40504      1,795,828      12,364.75        7.320           117        12/11/11
      120        Phoenix              AZ           85304      1,794,181      12,108.71        7.110           116        11/11/11
      121        Bloomfield           NY           14469      1,736,311      12,057.01        7.350           109         4/11/11
      122        Burton               MI           77547      1,711,641      12,026.49        7.500           113         8/11/11
      123        Gilbert              AZ           85233      1,696,114      11,758.86        7.390           117        12/11/11
      124        Charlotte            NC           28262      1,571,178      11,844.77        7.700           118         1/11/12
      125        Cincinnati           OH           45227      1,495,622      10,616.91        7.625           116        11/11/11
      126        Plant City           FL           33564      1,492,916      10,616.91        7.625           113         8/11/11
      127        Alabaster            AL           35007      1,393,809       9,669.45        7.375           114         9/11/11
      128        East Palo Alto       CA           94303      1,163,088       8,310.00        7.705           118         1/11/12
      129        Winter Garden        FL           34787      1,130,260       7,346.51        6.730            79        10/11/08
      130        Kissimmee            FL           32907      1,050,594       6,828.69        6.730            79        10/11/08
      131        Orlando              FL           32824      1,020,720       6,634.51        6.730            79        10/11/08
      132        Dallas               TX           75202        998,841       6,992.15        7.500           119         2/11/12
      133        Flushing             NY           11354        985,804       7,959.26        7.500           119         2/11/12
      134        Ault                 CO           80610        873,551       6,208.25        7.650           118         1/11/12
      135        Leadville            CO           80461        872,226       6,753.39        8.000           117        12/11/11
      136        Rockingham           NC           28379        818,010       6,166.80        7.700           118         1/11/12
      137        Winter Garden        FL           34787        799,647       5,197.57        6.730            79        10/11/08
      138        Covington            NY           14525        796,329       5,731.30        7.750           113         8/11/11
      139        Livonia              NY           14480        676,792       4,815.34        7.630           113         8/11/11
      140        Hereford Township    PA           19504        672,079       4,952.91        8.000           113         8/11/11
      141        Houston              TX           77023        631,879       5,199.12        9.125            96         3/11/10
      142        Casselberry          FL           32707        476,004       3,093.95        6.730            79        10/11/08
</TABLE>


<TABLE>
<CAPTION>
  MORTGAGE         REMAINING          INTEREST     ADMINISTRATIVE      MASTER                                MORTGAGE
LOAN NUMBER    AMORTIZATION TERM   ACCRUAL BASIS     COST RATE      SERVICING FEE      GROUND LEASE?        LOAN SELLER
<S>                <C>               <C>              <C>              <C>            <C>                   <C>
     1                355            Actual/360         0.0517           0.050          Fee Simple            Lehman
     2                358            Actual/360         0.0517           0.050          Fee Simple            UBS
     3                359            Actual/360         0.0467           0.045          Fee Simple            Lehman
     4                355            Actual/360         0.0517           0.050          Fee Simple            UBS
     5                298            Actual/360         0.0517           0.050          Fee Simple            UBS
     6                180            Actual/360         0.0517           0.050          Fee Simple            UBS
     7                360            Actual/360         0.1017           0.100          Fee Simple            UBS
     8                340            Actual/360         0.0517           0.050          Fee Simple            UBS
     9                340            Actual/360         0.0517           0.050          Fee Simple            UBS
     10               356            Actual/360         0.0517           0.050          Fee Simple            UBS
     11               292            Actual/360         0.0967           0.095          Fee Simple            Lehman
     12               340            Actual/360         0.0517           0.050          Fee Simple            UBS
     13               357            Actual/360         0.0517           0.050          Fee Simple            UBS
     14               352            Actual/360         0.0517           0.050          Fee Simple            UBS
     15               359            Actual/360         0.0517           0.050          Fee Simple            UBS
     16               359            Actual/360         0.0517           0.050          Fee Simple            Lehman
     17               356            Actual/360         0.1067           0.105          Fee Simple            Lehman
     18               317            Actual/360         0.0517           0.050          Fee Simple            Lehman
     19               360            Actual/360         0.0517           0.050          Fee Simple            UBS
     20               358            Actual/360         0.1067           0.105          Fee Simple            Lehman
     21               359            Actual/360         0.0517           0.050          Fee Simple            UBS
     22               358            Actual/360         0.0517           0.050          Fee Simple            UBS
     23               357            Actual/360         0.0517           0.050          Fee Simple            UBS
     24               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     25               358            Actual/360         0.0517           0.050          Fee Simple            UBS
     26               356            Actual/360         0.0517           0.050          Fee Simple            UBS
     27               359            Actual/360         0.0517           0.050          Fee Simple            Lehman
     28               358            Actual/360         0.0517           0.050          Fee Simple            UBS
     29               358            Actual/360         0.0517           0.050          Fee Simple            UBS
     30               294            Actual/360         0.0517           0.050          Fee Simple            UBS
     31               359            Actual/360         0.0517           0.050          Fee Simple            Lehman
     32               351            Actual/360         0.0517           0.050          Fee Simple            UBS
     33               359            Actual/360         0.0967           0.095          Fee Simple            Lehman
     34               300            Actual/360         0.0517           0.050          Fee Simple            UBS
     35               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
     36               356            Actual/360         0.0517           0.050          Fee Simple            UBS
     37               358            Actual/360         0.0517           0.050          Fee Simple            Lehman
     38               358            Actual/360         0.0517           0.050          Fee Simple            UBS
     39               358            Actual/360         0.0517           0.050          Fee Simple            Lehman
     40               358            Actual/360         0.0517           0.050          Fee Simple            Lehman
     41               356            Actual/360         0.0517           0.050          Fee Simple            Lehman
     42               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
     43               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
     44               359            Actual/360         0.1067           0.105          Fee Simple            Lehman
     45               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
     46               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     47               296            Actual/360         0.1067           0.105          Fee Simple/Leasehold  Lehman
     48               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     49               358            Actual/360         0.0967           0.095          Fee Simple            Lehman
     50               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     51               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     52               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
     53               347            Actual/360         0.0517           0.050          Fee Simple            UBS
     54               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
     55               359            Actual/360         0.0517           0.050          Fee Simple            UBS
     56               355            Actual/360         0.1067           0.105          Fee Simple            Lehman
     57               295            Actual/360         0.0517           0.050          Fee Simple            Lehman
     58               359            Actual/360         0.0517           0.050          Fee Simple            UBS
     59               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     60               297            Actual/360         0.0517           0.050          Leasehold             Lehman
     61               358            Actual/360         0.0517           0.050          Fee Simple            UBS
     62               357            Actual/360         0.0517           0.050          Fee Simple            UBS
     63               358            Actual/360         0.1067           0.105          Fee Simple            Lehman
     64               356            Actual/360         0.1067           0.105          Fee Simple            Lehman
     65               296            Actual/360         0.0517           0.050          Fee Simple            Lehman
     66               358            Actual/360         0.0517           0.050          Fee Simple            Lehman
     67               358            Actual/360         0.0517           0.050          Fee Simple            UBS
     68               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     69               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     70               351            Actual/360         0.1067           0.105          Fee Simple            Lehman
     71               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     72               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
     73               356            Actual/360         0.1067           0.105          Fee Simple            Lehman
     74               353            Actual/360         0.0967           0.095          Fee Simple            Lehman
     75               296            Actual/360         0.1067           0.105          Fee Simple            Lehman
     76               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
     77               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     78               296            Actual/360         0.1067           0.105          Leasehold             Lehman
     79               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
     80               356            Actual/360         0.0517           0.050          Fee Simple            Lehman
     81               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
     82               359            Actual/360         0.1067           0.105          Fee Simple            Lehman
     83               357            Actual/360         0.0517           0.050          Fee Simple            UBS
     84               353            Actual/360         0.0517           0.050          Fee Simple            UBS
     85               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
     86               359            Actual/360         0.0517           0.050          Fee Simple            Lehman
     87               298            Actual/360         0.1067           0.105          Fee Simple            Lehman
     88               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
     89               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
     90               298            Actual/360         0.1067           0.105          Fee Simple            Lehman
     91               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     92               356            Actual/360         0.1067           0.105          Fee Simple            Lehman
     93               357            Actual/360         0.0517           0.050          Fee Simple            UBS
     94               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
     95               359            Actual/360         0.0517           0.050          Fee Simple            Lehman
     96               299            Actual/360         0.0517           0.050          Fee Simple            UBS
     97               352            Actual/360         0.0967           0.095          Fee Simple            Lehman
     98               198            Actual/360         0.1067           0.105          Leasehold             Lehman
     99               359            Actual/360         0.0517           0.050          Fee Simple            UBS
    100               359            Actual/360         0.0517           0.050          Fee Simple            Lehman
    101               356            Actual/360         0.0517           0.050          Fee Simple            UBS
    102               358            Actual/360         0.0517           0.050          Fee Simple            Lehman
    103               358            Actual/360         0.1067           0.105          Fee Simple            Lehman
    104               356            Actual/360         0.0517           0.050          Fee Simple            UBS
    105               357            Actual/360         0.0517           0.050          Fee Simple            UBS
    106               297            Actual/360         0.1067           0.105          Fee Simple            Lehman
    107               300            Actual/360         0.0517           0.050          Fee Simple            UBS
    108               298            Actual/360         0.0517           0.050          Fee Simple            Lehman
    109               299            Actual/360         0.1067           0.105          Fee Simple            Lehman
    110               357            Actual/360         0.0967           0.095          Fee Simple            Lehman
    111               298            Actual/360         0.1067           0.105          Fee Simple            Lehman
    112               356            Actual/360         0.0967           0.095          Fee Simple            Lehman
    113               298            Actual/360         0.1067           0.105          Fee Simple            Lehman
    114               354            Actual/360         0.0517           0.050          Fee Simple            Lehman
    115               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
    116               298            Actual/360         0.1067           0.105          Fee Simple            Lehman
    117               355            Actual/360         0.0517           0.050          Fee Simple            UBS
    118               358            Actual/360         0.0517           0.050          Fee Simple            Lehman
    119               357            Actual/360         0.0517           0.050          Fee Simple            Lehman
    120               356            Actual/360         0.0967           0.095          Fee Simple            Lehman
    121               349            Actual/360         0.0517           0.050          Fee Simple            UBS
    122               353            Actual/360         0.0517           0.050          Fee Simple            UBS
    123               357            Actual/360         0.1067           0.105          Fee Simple            Lehman
    124               298            Actual/360         0.1067           0.105          Fee Simple            Lehman
    125               356            Actual/360         0.0517           0.050          Fee Simple            UBS
    126               353            Actual/360         0.0517           0.050          Fee Simple            UBS
    127               354            Actual/360         0.0517           0.050          Fee Simple            UBS
    128               358            Actual/360         0.0517           0.050          Fee Simple            UBS
    129               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
    130               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
    131               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
    132               359            Actual/360         0.0517           0.050          Fee Simple            UBS
    133               239            Actual/360         0.0517           0.050          Leasehold             UBS
    134               358            Actual/360         0.0517           0.050          Fee Simple            UBS
    135               297            Actual/360         0.0517           0.050          Fee Simple            UBS
    136               298            Actual/360         0.1067           0.105          Fee Simple            Lehman
    137               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
    138               353            Actual/360         0.0517           0.050          Fee Simple            UBS
    139               353            Actual/360         0.0517           0.050          Fee Simple            UBS
    140               353            Actual/360         0.0517           0.050          Fee Simple            UBS
    141               336            Actual/360         0.0517           0.050          Fee Simple            UBS
    142               355            Actual/360         0.0517           0.050          Fee Simple            Lehman
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                CREDIT LEASE LOAN
    MORTGAGE                                                              ANTICIPATED                          (TENANT, GUARANTOR
  LOAN NUMBER            DEFEASANCE             ARD MORTGAGE LOAN        REPAYMENT DATE     ARD SPREAD           OR RATED PARTY)
<S>              <C>                             <C>                     <C>               <C>                  <C>
       1         Defeasance                             Yes                  10/11/08          5.00                     No
       2         Defeasance                             No                                     0.00                     No
       3         Defeasance                             No                                     0.00                     No
       4         Defeasance                             Yes                  10/11/11          2.00                     No
       5         Defeasance                             Yes                   1/11/13          2.00                     No
       6         Defeasance                             Yes                   4/11/12          2.00                     No
       7         Yield Maintenance/Defeasance           Yes                  12/11/09          4.00                     No
       8         Defeasance                             Yes                   3/11/12          2.00                     No
       9         Defeasance                             Yes                   2/11/12          2.00                     No
       10        Defeasance                             Yes                  11/11/11          2.00                     No
       11        Defeasance                             No                                     0.00                     No
       12        Defeasance                             Yes                   3/11/12          2.00                     No
       13        Defeasance                             No                                     0.00                     No
       14        Defeasance                             No                                     0.00                     No
       15        Defeasance                             No                                     0.00                     No
       16        Defeasance                             No                                     0.00                     No
       17        Defeasance                             No                                     0.00                     No
       18        Greater of YM or 1%                    No                                     0.00                     No
       19        Defeasance                             Yes                   3/11/12          2.00                     No
       20        Defeasance                             No                                     0.00                     No
       21        Defeasance                             No                                     0.00                     No
       22        Defeasance                             Yes                   1/11/12          2.00                     No
       23        Defeasance                             No                                     0.00                     No
       24        Defeasance                             No                                     0.00                     No
       25        Defeasance                             Yes                   1/11/12          2.00                     No
       26        Greater of YM or 1%                    Yes                  11/11/11          2.00                     No
       27        Defeasance                             Yes                   2/11/12          2.00                     No
       28        Defeasance                             Yes                   1/11/12          2.00                     No
       29        Defeasance                             Yes                   1/11/12          2.00                     No
       30        Defeasance                             Yes                   9/11/11          2.00                     No
       31        Defeasance                             No                                     0.00                     No
       32        Defeasance                             No                                     0.00                     No
       33        Defeasance                             No                                     0.00                     No
       34        Defeasance                             No                                     0.00                     No
       35        Defeasance                             No                                     0.00                     No
       36        Greater of YM or 1%                    Yes                  11/11/11          2.00                     No
       37        Defeasance                             No                                     0.00                     No
       38        Defeasance                             No                                     0.00                     No
       39        Defeasance                             No                                     0.00                     No
       40        Defeasance                             No                                     0.00                     No
       41        Defeasance                             Yes                  11/11/11          2.00                     No
       42        Defeasance                             No                                     0.00                     No
       43        Defeasance                             No                                     0.00                     No
       44        Greater of YM or 1%                    No                                     0.00                     No
       45        Defeasance                             No                                     0.00                     No
       46        Defeasance                             No                                     0.00                     No
       47        Defeasance                             No                                     0.00                     No
       48        Defeasance                             No                                     0.00                     No
       49        Defeasance                             No                                     0.00                     No
       50        Defeasance                             No                                     0.00                     No
       51        Defeasance                             No                                     0.00                     No
       52        Defeasance                             No                                     0.00                     No
       53        Defeasance                             No                                     0.00                     No
       54        Defeasance                             No                                     0.00                     No
       55        Defeasance                             Yes                   2/11/12          2.00                     No
       56        Greater of YM or 1%                    No                                     0.00                     No
       57        Defeasance                             No                                     0.00                     No
       58        Defeasance                             Yes                   2/11/12          2.00                     No
       59        Defeasance                             No                                     0.00                     No
       60        Defeasance                             No                                     0.00                     No
       61        Defeasance                             No                                     0.00                     No
       62        Defeasance                             No                                     0.00                     No
       63        Defeasance                             No                                     0.00                     No
       64        Defeasance                             No                                     0.00                     No
       65        Defeasance                             No                                     0.00                     No
       66        Defeasance                             No                                     0.00                     No
       67        Defeasance                             No                                     0.00                     No
       68        Defeasance                             No                                     0.00                     No
       69        Defeasance                             No                                     0.00                     No
       70        Defeasance                             No                                     0.00                     No
       71        Defeasance                             No                                     0.00                     No
       72        Defeasance                             No                                     0.00                     No
       73        Defeasance                             No                                     0.00                     No
       74        Defeasance                             No                                     0.00                     No
       75        Defeasance                             No                                     0.00                     No
       76        Defeasance                             No                                     0.00                     No
       77        Defeasance                             No                                     0.00                     No
       78        Defeasance                             No                                     0.00                     No
       79        Defeasance                             No                                     0.00                     No
       80        Defeasance                             No                                     0.00                     No
       81        Defeasance                             No                                     0.00                     No
       82        Defeasance                             No                                     0.00                     No
       83        Defeasance                             No                                     0.00                     No
       84        Defeasance                             No                                     0.00                     No
       85        Defeasance                             No                                     0.00                     No
       86        Defeasance                             No                                     0.00                     No
       87        Defeasance                             No                                     0.00                     No
       88        Defeasance                             No                                     0.00                     No
       89        Defeasance                             No                                     0.00                     No
       90        Defeasance                             No                                     0.00                     No
       91        Defeasance                             No                                     0.00                     No
       92        Defeasance                             No                                     0.00                     No
       93        Defeasance                             No                                     0.00                     No
       94        Defeasance                             No                                     0.00                     No
       95        Defeasance                             No                                     0.00                     No
       96        Defeasance                             No                                     0.00                     No
       97        Defeasance                             No                                     0.00                     No
       98        Defeasance                             No                                     0.00                     No
       99        Defeasance                             Yes                   2/11/12          2.00                     No
      100        Defeasance                             No                                     0.00                     No
      101        Defeasance                             No                                     0.00                     No
      102        Defeasance                             No                                     0.00                     No
      103        Defeasance                             No                                     0.00                     No
      104        Defeasance                             No                                     0.00                     No
      105        Defeasance                             No                                     0.00                     No
      106        Defeasance                             No                                     0.00                     No
      107        Defeasance                             No                                     0.00                     No
      108        Defeasance                             No                                     0.00                     No
      109        Defeasance                             No                                     0.00                     No
      110        Defeasance                             No                                     0.00                     No
      111        Defeasance                             No                                     0.00                     No
      112        Defeasance                             No                                     0.00                     No
      113        Defeasance                             No                                     0.00                     No
      114        Defeasance                             No                                     0.00                     No
      115        Defeasance                             No                                     0.00                     No
      116        Defeasance                             No                                     0.00                     No
      117        Defeasance                             No                                     0.00                     No
      118        Defeasance                             No                                     0.00                     No
      119        Defeasance                             No                                     0.00                     No
      120        Defeasance                             No                                     0.00                     No
      121        Defeasance                             No                                     0.00                     No
      122        Defeasance                             No                                     0.00                     No
      123        Defeasance                             No                                     0.00                     No
      124        Defeasance                             No                                     0.00                     No
      125        Defeasance                             No                                     0.00                     No
      126        Defeasance                             No                                     0.00                     No
      127        Defeasance                             No                                     0.00                     No
      128        Defeasance                             No                                     0.00                     No
      129        Defeasance                             No                                     0.00                     No
      130        Defeasance                             No                                     0.00                     No
      131        Defeasance                             No                                     0.00                     No
      132        Defeasance                             No                                     0.00                     No
      133        Defeasance                             No                                     0.00                     No
      134        Defeasance                             No                                     0.00                     No
      135        Defeasance                             No                                     0.00                     No
      136        Defeasance                             No                                     0.00                     No
      137        Defeasance                             No                                     0.00                     No
      138        Defeasance                             No                                     0.00                     No
      139        Defeasance                             No                                     0.00                     No
      140        Defeasance                             No                                     0.00                     No
      141        Defeasance                             No                                     0.00                     No
      142        Defeasance                             No                                     0.00                     No
</TABLE>


<TABLE>
<CAPTION>
    MORTGAGE                                                                                          MORTGAGE LOAN
  LOAN NUMBER     LEASE ENHANCEMENT POLICY   RESIDUAL VALUE INSURANCE    CROSS COLLATERALIZED        SELLER LOAN ID
<S>              <C>                        <C>                          <C>                        <C>
       1                                               No                          No                     LG013A
       2                                               Yes                         No                     8563
       3                                               No                          No                     010907001
       4                                               Yes                         No                     8354
       5                                               Yes                         No                     8654
       6                                               Yes                         No                     8529
       7                                               No                          Yes - J                0001
       8                                               Yes                         Yes - H                8614B
       9                                               Yes                         No                     8557
       10                                              Yes                         No                     8421
       11                                              Yes                         No                     010503007
       12                                              Yes                         Yes - H                8614A
       13                                              Yes                         No                     8031
       14                                              Yes                         No                     8181
       15                                              Yes                         No                     8519
       16                                              Yes                         No                     011114003
       17                                              Yes                         Yes - K                010927003
       18                                              Yes                         Yes - L                010316001
       19                                              Yes                         No                     8435
       20                                              No                          No                     011129001
       21                                              Yes                         No                     8728
       22                                              Yes                         Yes - B                8595B
       23                                              Yes                         No                     8641
       24                                              Yes                         No                     011016001
       25                                              Yes                         Yes - B                8595A
       26                                              Yes                         Yes - I                8191B
       27                                              Yes                         No                     010904001
       28                                              Yes                         Yes - B                8595D
       29                                              Yes                         Yes - B                8595C
       30                                              Yes                         Yes - C                8447
       31                                              Yes                         No                     011019002
       32                                              Yes                         No                     8175
       33                                              Yes                         No                     011116005
       34                                              Yes                         No                     5756
       35                                              No                          Yes - M                010904007A
       36                                              Yes                         Yes - I                8191A
       37                                              Yes                         No                     011011003
       38                                              Yes                         No                     8642
       39                                              Yes                         No                     011017001
       40                                              Yes                         No                     011109002
       41                                              Yes                         No                     010625008
       42                                              Yes                         Yes - N                010821008
       43                                              No                          Yes - M                010904007C
       44                                              Yes                         No                     011116008
       45                                              Yes                         Yes - O                010703001
       46                                              Yes                         No                     010806001
       47                                              Yes                         No                     010802002
       48                                              Yes                         No                     011011002
       49                                              Yes                         No                     010517002
       50                                              Yes                         No                     010815002
       51                                              No                          No                     010821007
       52                                              Yes                         No                     010316024
       53                                              Yes                         No                     7581
       54                                              Yes                         Yes - N                010824003
       55                                              Yes                         Yes - G                8556B
       56                                              Yes                         No                     010806003
       57                                              Yes                         Yes - P                010405006
       58                                              Yes                         Yes - G                8556A
       59                                              Yes                         No                     011106003
       60                                              Yes                         No                     010326001
       61                                              Yes                         Yes - A                8532
       62                                              Yes                         No                     8369
       63                                              Yes                         No                     011029001
       64                                              Yes                         No                     010405008
       65                                              Yes                         No                     010110003
       66                                              Yes                         No                     011030001
       67                                              Yes                         Yes - A                8531
       68                                              Yes                         No                     011011001
       69                                              Yes                         No                     010125006
       70                                              Yes                         No                     010817003
       71                                              Yes                         No                     010807004
       72                                              Yes                         Yes - N                010826001
       73                                              Yes                         No                     010716003
       74                                              Yes                         No                     010503005
       75                                              Yes                         No                     010801001
       76                                              Yes                         Yes - N                010822001
       77                                              No                          No                     010514002
       78                                              Yes                         No                     010605007
       79                                              No                          Yes - M                010904007D
       80                                              No                          No                     010702001
       81                                              Yes                         No                     010125003
       82                                              Yes                         No                     011207005
       83                                              No                          No                     8332
       84                                              Yes                         No                     7718
       85                                              Yes                         No                     010820002
       86                                              Yes                         No                     011025002
       87                                              Yes                         No                     011102009
       88                                              Yes                         No                     010820003
       89                                              No                          Yes - M                010904007B
       90                                              Yes                         No                     011015002
       91                                              Yes                         No                     010904008
       92                                              Yes                         No                     010515001
       93                                              No                          No                     8331
       94                                              Yes                         No                     010621002
       95                                              Yes                         No                     010607004
       96                                              Yes                         No                     6070
       97                                              Yes                         No                     010503001
       98                                              Yes                         No                     001205001
       99                                              Yes                         Yes - G                8556C
      100                                              Yes                         No                     010628011
      101                                              Yes                         No                     7986
      102                                              No                          No                     010529003
      103                                              Yes                         No                     010710005
      104                                              Yes                         No                     8403
      105                                              Yes                         No                     8459
      106                                              Yes                         No                     010420001
      107                                              Yes                         Yes - E                8555
      108                                              Yes                         No                     010813004
      109                                              Yes                         No                     010504006
      110                                              Yes                         No                     011115002
      111                                              Yes                         Yes - Q                011206009
      112                                              Yes                         No                     010808003
      113                                              Yes                         Yes - Q                011206001
      114                                              Yes                         No                     010621006
      115                                              Yes                         No                     011017003
      116                                              Yes                         Yes - Q                011206004
      117                                              Yes                         No                     8271
      118                                              Yes                         No                     011130001
      119                                              Yes                         No                     010621001
      120                                              Yes                         No                     010823001
      121                                              Yes                         No                     7790
      122                                              Yes                         No                     8216
      123                                              Yes                         No                     011003008
      124                                              Yes                         Yes - Q                011206006
      125                                              Yes                         Yes - D                7825
      126                                              Yes                         No                     8194
      127                                              Yes                         No                     8311
      128                                              Yes                         Yes - A                8533
      129                                              Yes                         Yes - N                010821005
      130                                              Yes                         Yes - N                010821011
      131                                              Yes                         Yes - N                010822002
      132                                              Yes                         No                     8442
      133                                              Yes                         No                     8201
      134                                              Yes                         No                     8469
      135                                              Yes                         No                     8377
      136                                              Yes                         Yes - Q                010906001
      137                                              Yes                         Yes - N                010821004
      138                                              Yes                         No                     8088
      139                                              Yes                         No                     7877
      140                                              Yes                         No                     8158
      141                                              Yes                         No                     6314
      142                                              Yes                         Yes - N                010821010

</TABLE>

<PAGE>


                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY



                                  SCHEDULE III

          EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
REPRESENTATION FROM SECTION 2.04                 PROPERTY AND EXCEPTION
--------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>
(xii) Title Insurance                            Virginia Park Residence--Portion of the stairs to one building encroach
                                                 upon an easement. Affirmative insurance has been obtained.
--------------------------------------------------------------------------------------------------------------------------
(xx) Environmental Conditions                    Marina Business Center--Phase I was completed 2/20/01 which is more than
                                                 12 months old.
--------------------------------------------------------------------------------------------------------------------------
(xxvi) Due-on-Encumbrance                        Jackson Square-- The repayment (with a preferred return accruing in the
                                                 manner of interest), in monthly installments (with ultimate maturity no
                                                 later than 1/1/19), of a $350,000 preferred equity contribution made by
                                                 certain Class B Limited Partners in the borrower is secured by a pledge
                                                 of the partnership interests of the other partners; Marriott Cool
                                                 Springs--Mezzanine Debt in the amount of $3,560,000. There is in
                                                 intercreditor agreement in place.
--------------------------------------------------------------------------------------------------------------------------
(xxviii) Borrower Concentration                  Fashion Valley--(13.7% of the pool); 400 Atlantic--(7.0% of the pool);
                                                 270 Corporate I, 270 Corporate II and MetroPark North (5.7% of the
                                                 pool).
--------------------------------------------------------------------------------------------------------------------------
(xxxii) Qualifications; Licensing; Zoning        Sutphin Boulevard--Borrower is in process of amending certificate of
                                                 occupancy for relocating the property's entrance. Borrower has escrowed
                                                 $50,000 and agreed to obtain the amendment in nine months. Old Cutler
                                                 Town Center--Open permit in connection with signage. Borrower has
                                                 executed side letter to clear issue within 45 days.
--------------------------------------------------------------------------------------------------------------------------
(xxxiv) Single Purpose Entity                    Fashion Valley--Borrower permitted to incur equipment financing not to
                                                 exceed $5MM
--------------------------------------------------------------------------------------------------------------------------
(xxxiv) Single Purpose Entity                    Dallas Industrial Portfolio--No independent directors; Windswept
                                                 Portfolio--No independent directors
--------------------------------------------------------------------------------------------------------------------------
(xlii) Engineering Assessments                   Marina Business Center--Engineering Report was completed 2/09/01 which
                                                 is more than 12 months old.
--------------------------------------------------------------------------------------------------------------------------
(xliv) Licenses, Permits and                     Sutphin Boulevard--Borrower is in process of amending certificate of
Authorizations                                   occupancy for relocating the property's entrance. Borrower has escrowed
                                                 $50,000 and agreed to obtain the amendment in nine months. Old Cutler
                                                 Town Center--Open permit in connection with signage. Borrower has
                                                 executed side letter to clear issue within 45 days.
--------------------------------------------------------------------------------------------------------------------------
(xlv) Fee Simple                                 Bakersmith--(Leasehold)
                                                 Caton 95--(Leasehold)
                                                 Marina Business Center--(Leasehold)
--------------------------------------------------------------------------------------------------------------------------
(xlvi) (B) Leasehold Interest Only               Marina Business Center--The Ground Lease provides that the mortgagee or
                                                 its assigns may foreclose without the consent of the
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>
                                                 lessor, and upon foreclosure, may further assign the leasehold estate
                                                 without the lessor's consent. However, any further assignment thereafter
                                                 requires the consent of the lessor, which is not to be unreasonably
                                                 withheld.
--------------------------------------------------------------------------------------------------------------------------
(xlvi) (C) Leasehold Interest Only               Offices at Caton--No express provision in ground lease barring lease
                                                 amendments without lender's consent. Borrower is prohibited by loan
                                                 documents from amending the ground lease without lender consent
--------------------------------------------------------------------------------------------------------------------------
(xlvi) (H) Leasehold Interest Only               The Offices at Caton '95--In defining the scope of mortgagee's cure
                                                 period, the Ground Lease does not expressly indicate that such cure
                                                 period shall include "sufficient time to gain possession of lessee's
                                                 interest under such Ground Lease".  However, mortgagee is granted
                                                 thirty (30) days to cure any default, and to the extent such default
                                                 cannot be cured within thirty (30) days, such period is extended
                                                 without express limit, so long as mortgagee commences to cure the
                                                 default within the initial thirty (30) day period and thereafter
                                                 diligently pursues the curing of such default.
                                                 Marina Business Center--In defining the scope of mortgagee's cure
                                                 period, the Ground Lease does not expressly indicate that such cure
                                                 period shall include "sufficient time to gain possession of lessee's
                                                 interest under such Ground Lease".  However, mortgagee is granted one
                                                 hundred twenty (120) days to cure any default capable of cure by the
                                                 mortgagee.
--------------------------------------------------------------------------------------------------------------------------
(xlvii) (I) Ground Lease                         The Offices at Caton '95--The current term of the Ground Lease expires
                                                 on April 1, 2011.  However, there are three unexercised extension
                                                 options.  The first two extension options are for fifteen (15) years
                                                 each, and the third option is for twenty-three (23) years.
--------------------------------------------------------------------------------------------------------------------------
(xlvii) (J) Ground Lease                         Bakersmith Corners; Caton 95; Marina Business Center--Landlord is
                                                 entitled to its portion of condemnation awards.
--------------------------------------------------------------------------------------------------------------------------
(xlix) Tax Lot                                   GSL Industrial Portfolio--Parking lot located at Brittmoore Park which
                                                 is separate tax lot as of January 1, 2002.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


EXCEPTIONS TO REPRESENTATION (V):  LOAN DOCUMENT STATUS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                               <C>
96               Lawndale Mobile Plaza, Inc.                         The Mortgage Loan is fully recourse to
                                                                     principals of the Borrower.
----------------------------------------------------------------------------------------------------------------------

100              Staples - Murrieta                                  The Mortgage Loan is fully recourse to a
                                                                     principal of the Borrower.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                               <C>
124              Red Bank Apartments                                 The Mortgage Loan is fully recourse to the
                                                                     Borrower for the first three years.
----------------------------------------------------------------------------------------------------------------------
133              Stewart Mobile Home Park                            The Mortgage Loan is fully recourse to a
                                                                     principal of the Borrower.
----------------------------------------------------------------------------------------------------------------------
134              Village at East Fork                                The Mortgage Loan is fully recourse to a
                                                                     principal of the Borrower.
----------------------------------------------------------------------------------------------------------------------
137              Beach Front Hilltop Acres Mobile Home Park          The Mortgage Loan is fully recourse to a
                                                                     principal of the Borrower.
----------------------------------------------------------------------------------------------------------------------
138              Willow Cove Mobile Home Park                        The Mortgage Loan is fully recourse to a
                                                                     principal of the Borrower.
----------------------------------------------------------------------------------------------------------------------
139              Woodland Manufactured Home Park                     The Mortgage Loan is fully recourse to a
                                                                     principal of the Borrower.
----------------------------------------------------------------------------------------------------------------------
</TABLE>


EXCEPTION TO REPRESENTATION (XI):  NO MATERIAL DAMAGE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                 <C>
34               35 Ryerson                                          In April 2001, the fifth and sixth floors of
                                                                     the property were damaged by a fire.  The
                                                                     property has been substantially restored.  The
                                                                     lender is holding an $895,000 reserve to cover
                                                                     any remaining cost of restoration.
----------------------------------------------------------------------------------------------------------------------
</TABLE>


EXCEPTION TO REPRESENTATION (XIII):  PROPERTY INSURANCE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                 <C>
7                Westfield Portfolio                                 The related borrower maintains property
                                                                     insurance through a blanket policy with a
                                                                     primary layer of coverage and several excess
                                                                     layers of coverage, with the excess layers
                                                                     provided by several insurance carriers.  Not
                                                                     all of the insurance carriers for the excess
                                                                     layers have a "AA" rating.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

EXCEPTION TO REPRESENTATION (XIV):  NO MATERIAL DEFAULTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                 <C>
2                400 Atlantic Street                                 The holder of the 400 Atlantic Street Companion
                                                                     Loan (not an asset of the trust fund) does not
                                                                     have the right to declare an event of default
                                                                     or accelerate the indebtedness but, under
                                                                     certain circumstances, it may have the right to
                                                                     advise and direct the special servicer.
----------------------------------------------------------------------------------------------------------------------
7                Westfield Portfolio                                 The mortgagee or servicing agent under the
                                                                     securitization in which the Westfield
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                 <C>
                                                                     Portfolio Senior Loan (not an asset of the trust
                                                                     fund) is an asset may declare an event of default
                                                                     or accelerate the related indebtedness under the
                                                                     Westfield Portfolio Mortgage Loan; however, under
                                                                     certain circumstances, the lender may have the
                                                                     right to advise and direct the special servicer
                                                                     under the other securitization.
----------------------------------------------------------------------------------------------------------------------
</TABLE>


EXCEPTIONS TO REPRESENTATION (XX):  ENVIRONMENTAL CONDITIONS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                 <C>
53               Shoreline Plaza Shopping Center                     The environmental site assessment was performed
                                                                     more than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
84               25 Avenue C                                         The environmental site assessment was performed
                                                                     more than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
120              Bloomdale Mobile Home Park                          The environmental site assessment was performed
                                                                     more than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
140              Dismuke Apartments                                  The environmental site assessment was performed
                                                                     more than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
</TABLE>


EXCEPTIONS TO REPRESENTATION (XXVI):  DUE-ON-ENCUMBRANCE

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
Control Number                  Property                                        Issue
-------------------------------------------------------------------------------------------------------------
<S>              <C>                                     <C>
2                400 Atlantic Street                     The 400 Atlantic Street Companion Loan (not an
                                                         asset of the trust fund) is secured by the 400
                                                         Atlantic Street Mortgaged Property.
---------------- --------------------------------------- ----------------------------------------------------
</TABLE>



EXCEPTIONS TO REPRESENTATION (XXXVI):  LEGAL PROCEEDINGS

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                 <C>
7                Westfield Portfolio                                 In connection with the September 11, 2001
                                                                     terrorist attack on the World Trade Center,
                                                                     certain insurance companies have filed for
                                                                     actions for declaratory judgement against the
                                                                     manager of the Westfield Portfolio Mortgaged
                                                                     Properties and the parent of the Westfield
                                                                     Portfolio Borrower seeking a determination that
                                                                     the damage constitutes one insurance loss and
                                                                     not multiple separate and unconnected losses.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

EXCEPTIONS TO REPRESENTATION (XL):  CROSS-COLLATERALIZATION

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                <C>
2                400 Atlantic Street                                 The 400 Atlantic Street Companion Loan (not an
                                                                     asset of the trust fund) is secured by the 400
                                                                     Atlantic Street Mortgaged Property.
----------------------------------------------------------------------------------------------------------------------
7                Westfield Portfolio                                 The Westfield Portfolio Senior Loan (not an
                                                                     asset of the trust fund) is secured by the
                                                                     Westfield  Portfolio Mortgaged Properties.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

EXCEPTIONS TO REPRESENTATION (XLII):  ENGINEERING ASSESSMENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                <C>
14               Food 4 Less Shopping Center -- Hollywood            The engineering assessment was performed more
                                                                     than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
23               Food 4 Less Shopping Center -- Boyle Heights        The engineering assessment was performed more
                                                                     than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
53               Shoreline Plaza Shopping Center                     The engineering assessment was performed more
                                                                     than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
84               25 Avenue C                                         The engineering assessment was performed more
                                                                     than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
120              Bloomdale Mobile Home Park                          The engineering assessment was performed more
                                                                     than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                <C>
140              Dismuke Apartments                                  The engineering assessment was performed more
                                                                     than 12 months prior to the Cut-off Date.
----------------------------------------------------------------------------------------------------------------------
</TABLE>


EXCEPTIONS TO REPRESENTATION (XLIII):  ESCROWS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                <C>
                                                                     The reserves are being collected and held by
7                Westfield Portfolio                                 the holder of the Westfield Portfolio Senior
                                                                     Loan (the trustee under pooling agreement for
                                                                     LB-UBS Series
                                                                     2000-C3)."
----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                SCHEDULE III-xvii
                     PROPERTIES SUBJECT TO SUBORDINATE DEBT



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Control Number                  Property                                        Issue
-------------------------------------------------------------------------------------------------------------
<S>              <C>                                     <C>
2                400 Atlantic Street                     The 400 Atlantic Street Companion Loan (not an
                                                         asset of the trust fund) is secured by the 400
                                                         Atlantic Street Mortgaged Property.
-------------------------------------------------------------------------------------------------------------
7                Westfield Portfolio                     The Westfield Portfolio Senior Loan (not an asset
                                                         of the trust fund) is secured by the Westfield
                                                         Portfolio Mortgaged Properties.
-------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                              SCHEDULE III-xxvi(M)
                                 EQUITY HOLDERS

---------------------------------------------------------------------------
Control Number                           Property
---------------------------------------------------------------------------
2                400 Atlantic Street
---------------------------------------------------------------------------
6                235 Second Street
---------------------------------------------------------------------------
26               Lakeside at Loudoun Building II
---------------------------------------------------------------------------
36               Lakeside at Loudoun Building I
---------------------------------------------------------------------------


<PAGE>

                               SCHEDULE III-xxviii
                             BORROWER CONCENTRATION

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Control Number                  Property                                        Issue
-------------------------------------------------------------------------------------------------------------
<S>              <C>                                     <C>
8                270 Corporate Center II                 The properties are under common ownership and
                                                         represent 5.7% of the initial mortgage pool
                                                         balance.
-------------------------------------------------------------------------------------------------------------
9                Metro Park North
-------------------------------------------------------------------------------------------------------------
12               270 Corporate Center I
-------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                SCHEDULE III-xlvi
                     EXCEPTIONS TO FEE SIMPLE REPRESENTATION

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Control Number   Property
-------------------------------------------------------------------------------------------
<S>              <C>
53               Shoreline Plaza Shopping Center -- the loan is secured by an overlapping
                 fee mortgage and leasehold mortgage.
-------------------------------------------------------------------------------------------
132              Downing Street Retail Center
-------------------------------------------------------------------------------------------
</TABLE>





<PAGE>


                                   SCHEDULE IV

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

                 [on file with Sidley Austin Brown & Wood LLP]



<PAGE>


                                   SCHEDULE V

                             REFERENCE RATE SCHEDULE






<PAGE>


                                   EXHIBIT A-1

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

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C1
                CLASS [A-1] [A-2] [A-3] [A-4] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate: [___%] [Variable]                            Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $____________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [A-1] [A-2] [A-3]
March 11, 2002                                                  [A-4] Certificates as of the Closing Date:
                                                                $____________

Cut-off Date: March 11, 2002                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date: April 2, 2002                                     due on or before such date (the "Initial Pool Balance")
                                                                $1,242,867,925

First Distribution Date: April 17, 2002

Master Servicer: Wachovia Bank, National Association (known     Trustee: LaSalle Bank National Association
prior to April 1, 2002 as First Union National Bank)

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

Certificate No. [A-1] [A-2] [A-3] [A-4]-___                     CUSIP No.: _____________
</TABLE>



                                     A-1-1
<PAGE>


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, IF THE
PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST HEREIN WOULD RESULT IN
A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE OR WOULD
RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE 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), Wachovia Bank, National
Association (known prior to April 1, 2002 as First Union National Bank) as
master servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association as trustee (the "Trustee", which term includes
any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have


                                     A-1-2
<PAGE>

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 Distribution Date, at the close of business on the Closing Date specified
above) ( in any event, the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) 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 Accounts, the Collection Account and,
if established, the REO Accounts 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


                                     A-1-3
<PAGE>

transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.]

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the Initial Pool Balance specified on the face
hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any Pool REMIC as a
REMIC, without the consent of the Holders of any of the Certificates.


                                     A-1-4
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-1-5
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Trustee


                                           By:
                                               ---------------------------------
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [A-1] [A-2] [A-3] [A-4] Certificates referred
to in the within-mentioned Agreement.

Dated:  _______________, 2002


                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                           By:
                                               ---------------------------------
                                               Authorized Officer






                                     A-1-6
<PAGE>


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:

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

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

Dated:



                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to__________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or_____________________________________, as its agent.





                                     A-1-7
<PAGE>


                                   EXHIBIT A-2

                     FORM OF CLASS [X-CL] [X-CP] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C1
        CLASS [X-CL] [X-CP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate: Variable                                     Initial Certificate Notional Amount of this Certificate as
                                                                of the Closing Date:
                                                                $____________

Date of Pooling and Servicing Agreement:                        Class Notional Amount of all the Class [X-CL] [X-CP]
March 11, 2002                                                  Certificates as of the Closing Date:
                                                                $____________

Cut-off Date: March 11, 2002                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date: April 2, 2002                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,242,867,925

First Distribution Date: April 17, 2002

Master Servicer: Wachovia Bank, National Association (known     Trustee: LaSalle Bank National Association
prior to April 1, 2002 as First Union National Bank)

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

Certificate No. [X-CL] [X-CP]-___                               CUSIP No.: _____________
</TABLE>


                                     A-2-1
<PAGE>


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR
OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE
CERTIFICATES AND (B) APRIL 2, 2002, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON


                                     A-2-2
<PAGE>

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),
Wachovia Bank, National Association (known prior to April 1, 2002 as First Union
National Bank) as master servicer (the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association as trustee (the "Trustee",
which term includes any successor entity under the Agreement) and ABN AMRO Bank
N.V. as fiscal agent (the "Fiscal Agent", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (or, in the case of the
first Distribution Date, at the close of business on the Closing Date specified
above) (in any event, the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) 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 Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.


                                     A-2-3
<PAGE>

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If 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 is a
Global Certificate, a Transfer of this Certificate to a successor Depository or
to the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement), then the Certificate Registrar shall refuse to register such
Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and 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 (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject Transfer, deliver to the Certificate Registrar one
of the certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject Transfer, true and correct.

         If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of
Counsel to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as discussed below, an interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may not be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have


                                     A-2-4
<PAGE>

represented and warranted that all the certifications set forth in Exhibit F-2C
attached to the Agreement are, with respect to the subject Transfer, true and
correct.

         Notwithstanding the preceding paragraph, any interest in a Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

         Also notwithstanding the second preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of this Section 5.02(b), (ii) a
certification from such Certificate Owner to the effect that it is the lawful
owner of the beneficial interest being transferred and (iii) such written orders
and instructions as are required under the applicable procedures of the
Depository to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Rule 144A
Global Certificate. Upon delivery to the Certificate Registrar of such
certifications and/or opinions and such orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with the Agreement to the applicable Transferee.

         Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.

         Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a


                                     A-2-5
<PAGE>

denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Certificates to
be transferred. Upon delivery to the Certificate Registrar of such certification
and such orders and instructions, the Trustee, subject to and in accordance with
the applicable procedures of the Depository, shall reduce the denomination of
the Regulation S Global Certificate in respect of the subject Class of
Certificates and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)((B) of ERISA) by the Trustee, the
Depositor, either Mortgage Loan Seller, the Master Servicer, the Special
Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses (X)
and (Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such


                                     A-2-6
<PAGE>


Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.]

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the Initial Pool Balance specified on the face
hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of


                                     A-2-7
<PAGE>

this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-2-8
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                             By:
                                                 ------------------------------
                                                 Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [X-CL] [X-CP] Certificates referred to in the
within-mentioned Agreement.

Dated:  _______________, 2002


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Certificate Registrar


                                             By:
                                                 ------------------------------
                                                 Authorized Officer




                                     A-2-9
<PAGE>


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:

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

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

Dated:


                                        ---------------------------------------
                                        Signature by or on behalf of Assignor


                                        ---------------------------------------
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.


         Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.





                                     A-2-10
<PAGE>


                                   EXHIBIT A-3

                 FORM OF CLASS [B] [C] [D] [E] [F] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C1
     CLASS [B] [C] [D] [E] [F] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate: Variable                                     Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $_______________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [B] [C] [D] [E]
March 11, 2002                                                  [F] Certificates as of the Closing Date:
                                                                $_______________

Cut-off Date: March 11, 2002                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date: April 2, 2002                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,242,867,925

First Distribution Date: April 17, 2002

Master Servicer: Wachovia Bank, National Association (known     Trustee: LaSalle Bank National Association
prior to April 1, 2002 as First Union National Bank)

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

Certificate No. [B] [C] [D] [E] [F]-___                         CUSIP No.: _____________
</TABLE>





                                     A-3-1
<PAGE>


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, IF THE
PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST HEREIN WOULD RESULT IN
A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE OR WOULD
RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE 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), Wachovia Bank, National
Association (known prior to April 1, 2002 as First Union National Bank) as
master servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association as trustee (the "Trustee", which term includes
any successor entity


                                     A-3-2
<PAGE>

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 Distribution Date, at the close of business on the Closing Date specified
above) (in any event, the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) 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 Accounts, the Collection Account and,
if established, the REO Accounts 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



                                     A-3-3
<PAGE>

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 service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.]

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the Initial Pool Balance specified on the face
hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof

                                     A-3-4
<PAGE>

whether or not notation of such consent is made upon this Certificate. The
Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-3-5
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


                  This is one of the Class [B] [C] [D] [E] [F] Certificates
referred to in the within-mentioned Agreement.

Dated:  _______________, 2002


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Certificate Registrar


                                            By:
                                                --------------------------------
                                                Authorized Officer





                                     A-3-6
<PAGE>


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:

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

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

Dated:


                                         ---------------------------------------
                                         Signature by or on behalf of Assignor



                                         ---------------------------------------
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to__________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.





                                     A-3-7
<PAGE>


                                   EXHIBIT A-4

               FORM OF CLASS [G] [H] [J] [K] [L] [M] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C1
   CLASS [G] [H] [J] [K] [L] [M]COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate: [Variable]                                   Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $_______________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [G] [H] [J] [K]
March 11, 2002                                                  [L] [M] Certificates as of the Closing Date:
                                                                $_______________

Cut-off Date: March 11, 2002                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date: April 2, 2002                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,242,867,925

First Distribution Date: April 17, 2002

Master Servicer: Wachovia Bank, National Association (known     Trustee: LaSalle Bank National Association
prior to April 1, 2002 as First Union National Bank)

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

Certificate No. [G] [H] [J] [K] [L] [M]-___                     CUSIP No.: _____________
</TABLE>




                                      A-4-1
<PAGE>


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE
CERTIFICATES AND (B) APRIL 2, 2002, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,


                                     A-4-2
<PAGE>

PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO
BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

         This certifies that [Cede & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association (known prior to April 1, 2002 as First Union National Bank) as
master servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association as trustee (the "Trustee", which term includes
any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (or, in the case of the
first Distribution Date, at the close of business on the Closing Date specified
above) (in any event, the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) 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


                                     A-4-3
<PAGE>

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 Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates or, if this Certificate is a
Global Certificate, a Transfer of this Certificate to a successor Depository or
to the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement), then the Certificate Registrar shall refuse to register such
Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
Transfer substantially in the form attached as Exhibit F-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject Transfer, deliver to the Certificate Registrar one
of the certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the

                                     A-4-4
<PAGE>


certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject Transfer, true and correct.

         If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of
Counsel to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as discussed below, an interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may not be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         Notwithstanding the preceding paragraph, any interest in a Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

         Also notwithstanding the second preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the second paragraph of this Section 5.02(b), (ii) a
certification from such Certificate Owner to the effect that it is the lawful
owner of the beneficial interest being transferred and (iii) such written orders
and instructions as are required under the applicable procedures of the
Depository to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Rule 144A
Global Certificate. Upon delivery to the Certificate Registrar of such
certifications and/or opinions and such orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with the Agreement to the applicable Transferee.


                                     A-4-5
<PAGE>

         Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.

         Notwithstanding the preceding paragraph, after the Release Date, any
interest in a Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor or any Affiliate
of the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Rule 144A Global Certificate for such Class of Certificates upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such Transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Certificates to be transferred.
Upon delivery to the Certificate Registrar of such certification and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Certificates and increase
the denomination of the Rule 144A Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction


                                     A-4-6
<PAGE>

provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code,
by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60;
or (iii) if this Certificate is rated in one of the four highest generic rating
categories by either Rating Agency, and this Certificate or an interest herein
is being acquired by or on behalf of a Plan in reliance on any of Prohibited
Transaction Exemption 91-14, a certification to the effect that such Plan (X) is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or
any Mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee, if a Plan, satisfies the requirements of the immediately
preceding clauses (X) and (Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (X) and (Y); or (iv) a certification of facts and
an Opinion of Counsel which otherwise establish to the reasonable satisfaction
of the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar (if
this Certificate constitutes a Definitive Certificate) or the Transferor (if
this Certificate constitutes a Global Certificate) a certification and/or
Opinion of Counsel as required by the preceding sentence, then such Transferee
shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or any interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.]

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the


                                     A-4-7
<PAGE>

Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer or
any Controlling Class Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties remaining in the Trust.
The Agreement permits, but does not require, the Depositor, Lehman Brothers
Inc., the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the Initial Pool Balance specified on the face
hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-4-8
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [G] [H] [J] [K] [L] [M] Certificates referred
to in the within-mentioned Agreement.

Dated: _______________, 2002


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer





                                     A-4-9
<PAGE>


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:


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

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

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor



                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to_____________________________________________________________________
______________________________________________________________________________.

         This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.





                                     A-4-10
<PAGE>


                                   EXHIBIT A-5

                 FORM OF CLASS [N] [P] [Q] [S] [T] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C1
     CLASS [N] [P] [Q] [S] [T] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate: [Variable]                                   Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $_______________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [N] [P] [Q] [S]
March 11, 2002                                                  [T] Certificates as of the Closing Date:
                                                                $_______________

Cut-off Date: March 11, 2002                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date: April 2, 2002                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,242,867,925

First Distribution Date: April 17, 2002

Master Servicer: Wachovia Bank, National Association (known     Trustee: LaSalle Bank National Association
prior to April 1, 2002 as First Union National Bank)

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

Certificate No. [N] [P] [Q] [S] [T]-___                         CUSIP No.: _____________
</TABLE>





                                     A-5-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE 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 _____________________________________ 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), Wachovia Bank, National Association (known prior to April 1, 2002 as
First Union National Bank) as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), Lennar Partners, Inc. as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,


                                     A-5-2
<PAGE>

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 Distribution Date, at the close of business on the Closing Date specified
above) (in any event, the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) 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 Accounts, the Collection Account and,
if established, the REO Accounts 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


                                     A-5-3
<PAGE>

transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee one of the following: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or

                                     A-5-4
<PAGE>

indirectly purchasing this Certificate or such interest herein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate or
such interest herein by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code, by reason of Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) if this Certificate is rated in one of the four
highest generic rating categories by either Rating Agency, and this Certificate
or an interest herein is being acquired by or on behalf of a Plan in reliance on
any of Prohibited Transaction Exemption 91-14, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, either Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers


                                     A-5-5
<PAGE>

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 Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-5-6
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as Trustee


                                       By:
                                           -------------------------------------
                                           Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [M] [N] [P] [Q] [S] [T] Certificates referred
to in the within-mentioned Agreement.

Dated:  _______________, 2002


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as Certificate Registrar


                                       By:
                                           -------------------------------------
                                           Authorized Officer





                                     A-5-7
<PAGE>


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address:

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

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

Dated:


                                          -------------------------------------
                                          Signature by or on behalf of Assignor



                                          -------------------------------------
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.





                                     A-5-8
<PAGE>


                                   EXHIBIT A-6

                 FORM OF CLASS [R-I] [R-II] [R-III] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C1
    CLASS [R-I] [R-II] [R-III] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                             <C>
Date of Pooling and Servicing Agreement:                        Percentage Interest evidenced by this Certificate in the
March 11, 2002                                                  related Class: ___%

Cut-off Date: March 11, 2002                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date: April 2, 2002                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,242,867,925

First Distribution Date: April 17, 2002

Master Servicer: Wachovia Bank, National Association (known     Trustee: LaSalle Bank National Association
prior to April 1, 2002 as First Union National Bank)

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

Certificate No. [R-I] [R-II] [R-III]-___                        CUSIP No.: _____________
</TABLE>





                                     A-6-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
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"). 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 Agreement), Wachovia Bank, National Association
(known prior to April 1, 2002 as First Union National Bank) as master servicer
(the "Master Servicer", which term includes any successor entity under the
Agreement), Lennar Partners, Inc. as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement), LaSalle Bank
National Association as trustee (the "Trustee", which term includes


                                     A-6-2
<PAGE>

any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (or, in the case of the
first Distribution Date, at the close of business on the Closing Date specified
above) (in any event, the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, on) 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 Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or



                                     A-6-3
<PAGE>

qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate 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 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


                                     A-6-4
<PAGE>

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 Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury regulation section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

         The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

         A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person or (iv) a Disqualified Partnership.


                                     A-6-5
<PAGE>

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

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

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

         A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust, 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


                                     A-6-6
<PAGE>

none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the Initial Pool Balance specified on the face
hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66 2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-6-7
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                          --------------------------------------
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [R-I] [R-II] [R-III] Certificates referred to
in the within-mentioned Agreement.

Dated:  _______________, 2002


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Certificate Registrar


                                      By:
                                          --------------------------------------
                                          Authorized Officer





                                     A-6-8
<PAGE>


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:

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

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

Dated:



                                         ---------------------------------------
                                         Signature by or on behalf of Assignor



                                         ---------------------------------------
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-6-9
<PAGE>


                                   EXHIBIT A-7

                          FORM OF CLASS V CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2002-C1
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                             <C>
Date of Pooling and Servicing Agreement:                        Percentage Interest evidenced by this Certificate in the
March 11, 2002                                                  related Class:  ___%

Cut-off Date: March 11, 2002                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date: April 2, 2002                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,242,867,925

First Distribution Date: April 17, 2002

Master Servicer: Wachovia Bank, National Association (known     Trustee: LaSalle Bank National Association
prior to April 1, 2002 as First Union National Bank)

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

Certificate No. V-___                                           CUSIP No.: _____________
</TABLE>



                                     A-7-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

                  This certifies that ________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Class V Certificates. The Trust was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Structured Asset Securities Corporation
as depositor (the "Depositor", which term includes any successor entity under
the Agreement), Wachovia Bank, National Association (known prior to April 1,
2002 as First Union National Bank) as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners,
Inc. as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the



                                      A-7-2
<PAGE>



case of the first Distribution Date, at the close of business on the Closing
Date specified above) (in any event, 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 V Certificates. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to (or, in the
case of the first such distribution, on) 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 Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of this Certificate by the Depositor,
Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to



                                      A-7-3
<PAGE>


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.

                  No transfer of this Certificate or any interest herein shall
be made except to a Qualified Institutional Buyer or an Institutional Accredited
Investor. The Certificate Registrar shall refuse to register the transfer of
this Certificate unless it has received from the prospective Transferee a
certification to the effect that such prospective Transferee is a Qualified
Institutional Buyer or an Institutional Accredited Investor.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee one of
the following: (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) a certification to the effect that
the purchase and holding of this Certificate 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.



                                      A-7-4
<PAGE>



                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment (or any advance with respect thereto) on or
other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting Rights allocated to the
affected Classes. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-7-5
<PAGE>



IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                                By:_____________________________
                                                   Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


              This is one of the Class V Certificates referred to in the
 within-mentioned Agreement.

Dated:  _______________, 2002


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Certificate Registrar


                                             By:________________________________
                                                Authorized Officer



                                     A-7-6
<PAGE>




                                   ASSIGNMENT


 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_______________________________________________________

________________________________________________________________________________

________________________________________________________________________________

 (please print or typewrite name and address including postal zip
   code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address:

________________________________________________________________________________

________________________________________________________________________________

Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor



                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


                  The assignee should include the following for purposes of
distribution:

                  Distributions  shall,  if  permitted,  be made by wire
transfer  or  otherwise,  in  immediately available funds, to__________________
_____________________ for the account of_______________________________________
______________________.

                  Distributions made by check (such check to be made payable
to______________________) and all applicable statements and notices should be
mailed to_______________________________________________________________________
______________________________________________________________________________.

                  This information is provided by______________________________,
the assignee named above, or__________________________________, as its agent.



                                     A-7-7
<PAGE>




                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT

























                                      B-1
<PAGE>




                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION


To the parties listed on the attached Schedule A

         Re:           LB-UBS Commercial Mortgage Trust 2002-C1 Commercial
                       Mortgage Pass Through Certificates, Series 2002-C1 (the
                       "Certificates")

Ladies and Gentlemen:

                  Pursuant to Section 2.02(b) of the Pooling and Servicing
Agreement dated as of March 11, 2002, relating to the above-referenced
Certificates (the "Agreement"), LaSalle Bank National Association, in its
capacity as trustee (the "Trustee"), hereby certifies as to each 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 (a)(i)
through (a)(v), (a)(vii) and (a)(viii) (without regard to the second
parenthetical in such clause (viii)) of the definition of "Mortgage File" (or,
in the case of the Westfield Portfolio Mortgage Loan, in clauses (b)(i) through
(b)(iii) of the definition of the "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
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 Loans delivered to it to determine
that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face. Furthermore, neither the Trustee nor
any Custodian shall have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction. In performing the review contemplated herein, the
Trustee or any Custodian may rely on the Depositor as to the purported
genuineness of any such document and any signature thereon.



                                      C-1
<PAGE>



                  Capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to them in the Agreement.


                                             Respectfully,

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                             By:________________________________
                                                Name:
                                                Title:


                                      C-2
<PAGE>


                                   SCHEDULE A


[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 20288
Attn:  LB-UBS Commercial Mortgage Trust 2002-C1]

Lennar Partners, Inc.
760 N.W. 107th Avenue
Miami, Florida  33172
Attn:  LB-UBS Commercial Mortgage Trust 2002-C1

Structured Asset Securities Corporation
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2002-C1

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019

Attn:  LB-UBS Commercial Mortgage Trust 2002-C1

UBS Warburg LLC
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2002-C1

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013
Attn:  LB-UBS Commercial Mortgage Trust 2002-C1

[MORTGAGE LOAN SELLERS]

[COMPANION LOAN NOTEHOLDERS]*



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

* In each case, only as to related Companion Loan.


                                      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 2002-C1

                  Re:      LB-UBS Commercial Mortgage Trust 2002-C1,
                           Commercial Mortgage Pass-Through Certificates,
                           Series 2002-C1

                  In connection with the administration of the Mortgage Files
held by or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of March 11, 2002 (the "Pooling and Servicing Agreement"), by
and among Structured Asset Securities Corporation as depositor, the undersigned
as master servicer (the "Master Servicer"), Lennar Partners, Inc. as special
servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO
Bank N.V. as fiscal agent, the undersigned hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

                  Property Name:________________________________________________

                  Address:______________________________________________________

                  Control No.:__________________________________________________

                  If only particular documents in the Mortgage File are
                  requested, please specify which: _____________________________

                  ______________________________________________________________

Reason for requesting file (or portion thereof):

    ______       1.       Mortgage Loan paid in full. The undersigned  hereby
                          certifies that all amounts received in connection
                          with the Mortgage Loan that are required to be
                          credited to the Custodial Account pursuant to the
                          Pooling and Servicing Agreement,  have been or will be
                          so credited.

    ______       2.       Other.  (Describe)____________________________________
                          ______________________________________________________
                          ______________________________________________________

                  The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.



                                     D-1-1
<PAGE>


                  Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                       (known prior to April 1, 2002 as 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 2002-C1

                  Re:      LB-UBS Commercial Mortgage Trust 2002-C1,
                           Commercial Mortgage Pass-Through Certificates,
                           Series 2002-C1


         In connection with the administration of the Mortgage Files held by or
on behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of March 11, 2002 (the "Pooling and Servicing Agreement"), by and among
Structured Asset Securities Corporation as depositor, Wachovia Bank, National
Association (known prior to April 1, 2002 as 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 (or within such
longer period as we


                                     D-2-1
<PAGE>


have indicated as part of our reason for the request), unless the Mortgage Loan
has been paid in full or otherwise liquidated, in which case the Mortgage File
(or such portion thereof) will be retained by us permanently.

                  Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                                     LENNAR PARTNERS, INC.


                                                     By:________________________
                                                        Name:
                                                        Title:



                                     D-2-2
<PAGE>



                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT

<TABLE>
<CAPTION>
                                                                LOAN PAYMENT NOTIFICATION REPORT
                                                                  AS OF _____________________
--------------------------------------------------------------------------------------------------------------------------
      S4            S55          S61      S58       P7        P8        P10           P11          P93           P97
--------------------------------------------------------------------------------------------------------------------------
                                                                                                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
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
<S>             <C>           <C>        <C>    <C>          <C>    <C>           <C>          <C>           <C>

----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
SCHEDULED PAYMENTS
----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------

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

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

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

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

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

----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
UNSCHEDULED PAYMENT
----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------

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

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

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

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

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

--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
TOTAL:                                          $
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------

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

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

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

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

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

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

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

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

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

<CAPTION>


---------------------------------------
    SERVICER ESTIMATED INFORMATION
---------------------------------------

               EXPECTED     EXPECTED
    YIELD       PAYMENT    DISTRIBUTION
 MAINTENANCE     DATE         DATE
 ------------ ------------ ------------
 <C>          <C>          <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 ------------ ------------ ------------
</TABLE>



THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.


                                      E-1
<PAGE>




                                  EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
           FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2002-C1

         Re:      LB-UBS Commercial Mortgage Trust 2002-C1, Commercial Mortgage
                  Pass-Through Certificates, Series 2002-C1, Class _____,
                  [having an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of April 2, 2002 (the
                  "Closing Date") of $__________] [representing a ____%
                  Percentage Interest in the subject Class]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________________ (the "Transferor") to
__________________________ (the "Transferee") of the captioned Certificates (the
"Transferred Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
11, 2002, between Structured Asset Securities Corporation, as Depositor,
Wachovia Bank, National Association (known prior to April 1, 2002 as First Union
National Bank), as Master Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

                  1. The Transferor is the lawful owner of the Transferred
       Certificates with the full right to transfer such Certificates free from
       any and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
       (a) offered, transferred, pledged, sold or otherwise disposed of any
       Transferred Certificate, any interest in a Transferred Certificate or any
       other similar security to any person in any manner, (b) solicited any
       offer to buy or accept a transfer, pledge or other disposition of any
       Transferred Certificate, any interest in a Transferred Certificate or any
       other similar security from any person in any manner, (c) otherwise
       approached or negotiated with respect to any Transferred Certificate, any
       interest in a Transferred Certificate or any other similar security with
       any person in any manner, (d) made any general solicitation with respect
       to any Transferred Certificate, any interest in a Transferred Certificate
       or any other similar security by means of general advertising or in any
       other manner, or (e) taken any other action with respect to any
       Transferred Certificate, any interest in a Transferred Certificate or any
       other similar security, which (in the case of any of the acts described
       in clauses (a) through (e) hereof) would constitute a distribution of the
       Transferred Certificates under the Securities Act of 1933, as amended
       (the "Securities Act"), would render the disposition of the Transferred
       Certificates a violation of Section 5 of the Securities Act or any state
       securities laws, or would require registration or qualification of the
       Transferred Certificates pursuant to the Securities Act or any state
       securities laws.


                                      F-1-1
<PAGE>



                                   Very truly yours,

                                  ______________________________________________
                                  (Transferor)


                                  By:___________________________________________
                                     Name:
                                     Title:



                                     F-1-2
<PAGE>



                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2002-C1

                  Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2002-C1,
                        Class ___, [having an initial aggregate [Certificate
                        Principal Balance] [Certificate Notional Amount] as of
                        April 2, 2002 (the "Closing Date") of $__________]
                        [representing a ____% Percentage Interest in the subject
                        Class]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by ____________________________ (the "Transferor") to
________________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 11, 2002, among Structured Asset Securities Corporation, as
Depositor, Wachovia Bank, National Association (known prior to April 1, 2002 as
First Union National Bank), as Master Servicer, Lennar Partners, Inc., as
Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO
Bank N.V., as Fiscal Agent. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:

                  1. The Transferee is a "qualified institutional buyer" (a
         "Qualified Institutional Buyer") as that term is defined in Rule 144A
         ("Rule 144A") under the Securities Act of 1933, as amended (the
         "Securities Act"), and has completed one of the forms of certification
         to that effect attached hereto as Annex 1 and Annex 2. The Transferee
         is aware that the sale to it is being made in reliance on Rule 144A.
         The Transferee is acquiring the Transferred Certificates for its own
         account or for the account of another Qualified Institutional Buyer,
         and understands that such Transferred Certificates may be resold,
         pledged or transferred only (a) to a person reasonably believed to be a
         Qualified Institutional Buyer that purchases for its own account or for
         the account of another Qualified Institutional Buyer and to whom notice
         is given that the resale, pledge or transfer is being made in reliance
         on Rule 144A, or (b) pursuant to another exemption from registration
         under the Securities Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature, performance and servicing of the
         Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
         Fund created pursuant thereto, and (e) all related matters, that it has
         requested.


                                     F-2A-1


<PAGE>

                  3. If the Transferee proposes that the Transferred
         Certificates be registered in the name of a nominee, such nominee has
         completed the Nominee Acknowledgment below.


                                   Very truly yours,

                                  ______________________________________________
                                  (Transferee)


                                  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.



                                   Very truly yours,

                                  ______________________________________________
                                  (Nominee)


                                  By:___________________________________________
                                     Name:
                                     Title:







                                     F-2A-2
<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2A
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]



                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the mortgage pass-through certificates
(the "Transferred Certificates") described in the Transferee certificate to
which this certification relates and to which this certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
         officer, a person fulfilling an equivalent function, or other executive
         officer of the entity purchasing the Transferred Certificates (the
         "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
         term is defined in Rule 144A ("Rule 144A") under the Securities Act of
         1933, as amended, because (i) [the Transferee] [each of the
         Transferee's equity owners] owned and/or invested on a discretionary
         basis $______________________(1) in securities (other than the excluded
         securities referred to below) as of the end of such entity's most
         recent fiscal year (such amount being calculated in accordance with
         Rule 144A) and (ii) the Transferee satisfies the criteria in the
         category marked below.

         _____       Corporation, etc. The Transferee is a corporation (other
                     than a bank, savings and loan association or similar
                     institution), Massachusetts or similar business trust,
                     partnership, or any organization described in Section
                     501(c)(3) of the Internal Revenue Code of 1986.

         _____       Bank. The Transferee (a) is a national bank or a banking
                     institution organized under the laws of any state, U.S.
                     territory or the District of Columbia, the business of
                     which is substantially confined to banking and is
                     supervised by the state or territorial banking commission
                     or similar official or is a foreign bank or equivalent
                     institution, and (b) has an audited net worth of at least
                     $25,000,000 as demonstrated in its latest annual financial
                     statements, a copy of which is attached hereto, as of a
                     date not more than 16 months preceding the date of sale of
                     the Transferred Certificates in the case of a U.S. bank,
                     and not more than 18 months preceding such date of sale in
                     the case of a foreign bank or equivalent institution.

         _____       Savings and Loan. The Transferee (a) is a savings and loan
                     association, building and loan association, cooperative
                     bank, homestead association or similar institution, which
                     is supervised and examined by a state or federal authority
                     having supervision over any such institutions, or is a
                     foreign savings and loan association or equivalent
                     institution and (b) has an audited net worth of at least
                     $25,000,000 as demonstrated in its latest annual financial
                     statements, a copy of which is attached hereto, as of a
                     date not more than 16 months preceding the date of sale of
                     the Transferred Certificates in the case of a U.S. savings
                     and



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

1        Transferee or each of its equity owners must own and/or invest on a
         discretionary basis at least $100,000,000 in securities unless
         Transferee or any such equity owner, as the case may be, is a dealer,
         and, in that case, Transferee or such equity owner, as the case may be,
         must own and/or invest on a discretionary basis at least $10,000,000 in
         securities.


                                     F-2A-3
<PAGE>



                     loan association, and not more than 18 months preceding
                     such date of sale in the case of a foreign savings and loan
                     association or equivalent institution.



         _____       Broker-dealer. The Transferee is a dealer registered
                     pursuant to Section 15 of the Securities Exchange Act of
                     1934, as amended.

         _____       Insurance Company. The Transferee is an insurance company
                     whose primary and predominant business activity is the
                     writing of insurance or the reinsuring of risks
                     underwritten by insurance companies and which is subject to
                     supervision by the insurance commissioner or a similar
                     official or agency of a state, U.S. territory or the
                     District of Columbia.

         _____       State or Local Plan. The Transferee is a plan established
                     and maintained by a state, its political subdivisions, or
                     any agency or instrumentality of the state or its political
                     subdivisions, for the benefit of its employees.

         _____       ERISA Plan. The Transferee is an employee benefit plan
                     within the meaning of Title I of the Employee Retirement
                     Income Security Act of 1974.

         _____       Investment Advisor. The Transferee is an investment advisor
                     registered under the Investment Advisers Act of 1940.

         _____       QIB Subsidiary. All of the Transferee's equity owners are
                     "qualified institutional buyers" within the meaning of Rule
                     144A.

         _____       Other. (Please supply a brief description of the entity and
                     a cross-reference to the paragraph and subparagraph under
                     subsection (a)(1) of Rule 144A pursuant to which it
                     qualifies. Note that registered investment companies should
                     complete Annex 2 rather than this Annex 1)_________________
                     ___________________________________________________________
                     __________________________________________________________.

                  3. For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by any
         Person, the Transferee did not include (i) securities of issuers that
         are affiliated with such Person, (ii) securities that are part of an
         unsold allotment to or subscription by such Person, if such Person is a
         dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
         participations, (v) repurchase agreements, (vi) securities owned but
         subject to a repurchase agreement and (vii) currency, interest rate and
         commodity swaps.

                  4. For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by any
         Person, the Transferee used the cost of such securities to such Person,
         unless such Person reports its securities holdings in its financial
         statements on the basis of their market value, and no current
         information with respect to the cost of those securities has been
         published, in which case the securities were valued at market. Further,
         in determining such aggregate amount, the Transferee may have included
         securities owned by subsidiaries of such Person, but only if such
         subsidiaries are consolidated with such Person in its financial
         statements prepared in accordance with generally accepted accounting
         principles and if the investments of such subsidiaries are managed
         under such Person's direction. However, such securities were not
         included if such Person is a majority-owned, consolidated subsidiary of
         another enterprise and such Person is not itself a reporting company
         under the Securities Exchange Act of 1934, as amended.


                                     F-2A-4
<PAGE>



                  5. The Transferee is familiar with Rule 144A and understands
         that the Transferor and other parties related to the Transferred
         Certificates are relying and will continue to rely on the statements
         made herein because one or more sales to the Transferee may be in
         reliance on Rule 144A.

         ___      ___        Will the Transferee be purchasing the Transferred
         Yes      No         Certificates only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
         each case where the Transferee is purchasing for an account other than
         its own, such account belongs to a third party that is itself a
         "qualified institutional buyer" within the meaning of Rule 144A, and
         the "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
         this certification is made of any changes in the information and
         conclusions herein. Until such notice is given, the Transferee's
         purchase of the Transferred Certificates will constitute a
         reaffirmation of this certification as of the date of such purchase. In
         addition, if the Transferee is a bank or savings and loan as provided
         above, the Transferee agrees that it will furnish to such parties any
         updated annual financial statements that become available on or before
         the date of such purchase, promptly after they become available.

                  8. Capitalized terms used but not defined herein have the
         respective meanings ascribed thereto in the Pooling and Servicing
         Agreement pursuant to which the Transferred Certificates were issued.


                                         _______________________________________
                                         Print Name of Transferee


                                         By:____________________________________
                                            Name:
                                            Title:
                                            Date:


                                     F-2A-5
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]



                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the mortgage pass-through certificates
(the "Transferred Certificates") described in the Transferee Certificate to
which this certification relates and to which this certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
         officer, a person fulfilling an equivalent function, or other executive
         officer of the entity purchasing the Transferred Certificates (the
         "Transferee") or, if the Transferee is a "qualified institutional
         buyer" as that term is defined in Rule 144A ("Rule 144A") under the
         Securities Act of 1933, as amended, because the Transferee is part of a
         Family of Investment Companies (as defined below), is an executive
         officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
         defined in Rule 144A because (i) the Transferee is an investment
         company registered under the Investment Company Act of 1940, and (ii)
         as marked below, the Transferee alone owned and/or invested on a
         discretionary basis, or the Transferee's Family of Investment Companies
         owned, at least $100,000,000 in securities (other than the excluded
         securities referred to below) as of the end of the Transferee's most
         recent fiscal year. For purposes of determining the amount of
         securities owned by the Transferee or the Transferee's Family of
         Investment Companies, the cost of such securities was used, unless the
         Transferee or any member of the Transferee's Family of Investment
         Companies, as the case may be, reports its securities holdings in its
         financial statements on the basis of their market value, and no current
         information with respect to the cost of those securities has been
         published, in which case the securities of such entity were valued at
         market.

         ______      The Transferee owned and/or invested on a discretionary
                     basis $___________________ in securities (other than the
                     excluded securities referred to below) as of the end of the
                     Transferee's most recent fiscal year (such amount being
                     calculated in accordance with Rule 144A).

         ______      The Transferee is part of a Family of Investment Companies
                     which owned in the aggregate $______________ in securities
                     (other than the excluded securities referred to below) as
                     of the end of the Transferee's most recent fiscal year
                     (such amount being calculated in accordance with Rule
                     144A).

                  3. The term "Family of Investment Companies" as used herein
         means two or more registered investment companies (or series thereof)
         that have the same investment adviser or investment advisers that are
         affiliated (by virtue of being majority owned subsidiaries of the same
         parent or because one investment adviser is a majority owned subsidiary
         of the other).

                  4. The term "securities" as used herein does not include (i)
         securities of issuers that are affiliated with the Transferee or are
         part of the Transferee's Family of Investment Companies, (ii) bank
         deposit notes and certificates of deposit, (iii) loan participations,
         (iv) repurchase agreements, (v) securities owned but subject to a
         repurchase agreement and (vi) currency, interest rate and commodity
         swaps. For purposes of determining the aggregate amount of securities
         owned and/or invested on a discretionary basis


                                     F-2A-6
<PAGE>



         by the Transferee, or owned by the Transferee's Family of Investment
         Companies, the securities referred to in this paragraph were excluded.

                  5. The Transferee is familiar with Rule 144A and understands
         that the Transferor and other parties related to the Transferred
         Certificates are relying and will continue to rely on the statements
         made herein because one or more sales to the Transferee will be in
         reliance on Rule 144A.

                 _____    _____      Will the Transferee be purchasing the
                  Yes      No        Transferred Certificates only for the
                                     Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
         each case where the Transferee is purchasing for an account other than
         its own, such account belongs to a third party that is itself a
         "qualified institutional buyer" within the meaning of Rule 144A, and
         the "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
         certification is made of any changes in the information and conclusions
         herein. Until such notice, the Transferee's purchase of the Transferred
         Certificates will constitute a reaffirmation of this certification by
         the undersigned as of the date of such purchase.

                  8. Capitalized terms used but not defined herein have the
         respective meanings ascribed thereto in the Pooling and Servicing
         Agreement pursuant to which the Transferred Certificates were issued.


                                        ________________________________________
                                        Print Name of Transferee or Adviser

                                        By:_____________________________________
                                           Name:
                                           Title:
                                           Date:



                                       IF AN ADVISER:


                                       _________________________________________
                                       Print Name of Transferee


                                       Date:____________________________________



                                     F-2A-7
<PAGE>



                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2002-C1

                  Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2002-C1,
                        Class _____,[having an initial aggregate [Certificate
                        Principal Balance] [Certificate Notional Amount] as of
                        April 2, 2002 (the "Closing Date") of $__________]
                        [representing a ____% Percentage Interest in the subject
                        Class]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________________ (the "Transferor") to
__________________________ (the "Transferee") of the captioned Certificates (the
"Transferred Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
11, 2002, between Structured Asset Securities Corporation, as Depositor,
Wachovia Bank, National Association (known prior to April 1, 2002 as First Union
National Bank), as Master Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

                  1. The Transferee is acquiring the Transferred Certificates
         for its own account for investment and not with a view to or for sale
         or transfer in connection with any distribution thereof, in whole or in
         part, in any manner which would violate the Securities Act of 1933, as
         amended (the "Securities Act"), or any applicable state securities
         laws.

                  2. The Transferee understands that (a) the Transferred
         Certificates have not been and will not be registered under the
         Securities Act or registered or qualified under any applicable state
         securities laws, (b) none of the Depositor, the Trustee or the
         Certificate Registrar is obligated so to register or qualify the Class
         of Certificates to which the Transferred Certificates belong, and (c)
         neither a Transferred Certificate nor any security issued in exchange
         therefor or in lieu thereof may be resold or transferred unless it is
         (i) registered pursuant to the Securities Act and registered or
         qualified pursuant to any applicable state securities laws or (ii) sold
         or transferred in transactions which are exempt from such registration
         and qualification and the Certificate Registrar has received: (A) a
         certification from the Certificateholder desiring to effect such
         transfer substantially in the form attached as Exhibit F-1 to the
         Pooling and Servicing Agreement and a certification from such
         Certificateholder's prospective transferee substantially in the form
         attached either as Exhibit F-2A to the Pooling and Servicing Agreement
         or as Exhibit F-2B to the Pooling and Servicing Agreement; or (B) an
         opinion of counsel satisfactory to the Trustee with respect to, among
         other things, the availability of such exemption from registration
         under the


                                     F-2B-1
<PAGE>



         Securities Act, together with copies of the written certification(s)
         from the transferor and/or transferee setting forth the facts
         surrounding the transfer upon which such opinion is based.

                  3. The Transferee understands that it may not sell or
         otherwise transfer any Transferred Certificate or interest therein,
         except in compliance with the provisions of Section 5.02 of the Pooling
         and Servicing Agreement, which provisions it has carefully reviewed,
         and that each Transferred Certificate will bear the following legends:

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
                  OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE,
                  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
                  INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY
                  BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
                  REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH
                  THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
                  AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
                  MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
                  OR ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT
                  INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
                  4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B)
                  ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
                  CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
                  FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
                  RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
                  EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
                  THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  4. Neither the Transferee nor anyone acting on its behalf has
         (a) offered, pledged, sold, disposed of or otherwise transferred any
         Transferred Certificate, any interest in any Transferred Certificate or
         any other similar security to any person in any manner, (b) solicited
         any offer to buy or accept a pledge, disposition or other transfer of
         any Transferred Certificate, any interest in any Transferred
         Certificate or any other similar security from any person in any
         manner, (c) otherwise approached or negotiated with respect to any
         Transferred Certificate, any interest in any Transferred Certificate or
         any other similar security with any person in any manner, (d) made any
         general solicitation with respect to any Transferred Certificate, any
         interest in any Transferred Certificate or any other similar security
         by means of general advertising or in any other manner, or (e) taken
         any other action with respect to any Transferred Certificate, any
         interest in any Transferred Certificate or any other similar security,
         which (in the case of any of the acts described in clauses (a) through
         (e) above) would constitute a distribution of the Transferred
         Certificates under the Securities Act, would render the disposition of
         the Transferred Certificates a violation of Section 5 of the Securities
         Act or any state securities law or would require registration or
         qualification of the Transferred Certificates pursuant thereto. The
         Transferee will not act, nor has it authorized or will it authorize any
         person to act, in any manner set forth in the foregoing sentence with
         respect to any Transferred Certificate, any interest in any Transferred
         Certificate or any other similar security.

                  5. The Transferee has been furnished with all information
         regarding (a) the Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the Pooling and Servicing Agreement and


                                     F-2B-2
<PAGE>



         the Trust Fund created pursuant thereto, (d) the nature, performance
         and servicing of the Mortgage Loans, and (e) all related matters, that
         it has requested.

                  6. The Transferee is an "accredited investor" as defined in
         any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
         Securities Act or an entity in which all of the equity owners come
         within such paragraphs. The Transferee has such knowledge and
         experience in financial and business matters as to be capable of
         evaluating the merits and risks of an investment in the Transferred
         Certificates; the Transferee has sought such accounting, legal and tax
         advice as it has considered necessary to make an informed investment
         decision; and the Transferee is able to bear the economic risks of such
         investment and can afford a complete loss of such investment.

                  7. If the Transferee proposes that the Transferred
         Certificates be registered in the name of a nominee, such nominee has
         completed the Nominee Acknowledgement below.


                                   Very truly yours,

                                  ______________________________________________
                                  (Transferee)

                                  By:___________________________________________
                                     Name:
                                     Title:


                             Nominee Acknowledgement


                  The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                    ____________________________________________
                                    (Nominee)


                                    By:_________________________________________
                                       Name:
                                       Title:



                                     F-2B-3
<PAGE>




                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

         Re:    LB-UBS  Commercial  Mortgage Trust 2002-C1,  Commercial
                Mortgage  Pass-Through Certificates,   Series  2002-C1,
                Class  _____,  having  an  initial  aggregate [Certificate
                Principal Balance]  [Certificate  Notional Amount] as of
                April 2, 2002 (the "Closing Date") of $__________

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
Transfer by _________________________ (the "Transferor") to
__________________________ (the "Transferee") through our respective Depository
Participants of the Transferor's beneficial ownership interest (currently
maintained on the books and records of The Depository Trust Company ("DTC") and
the Depository Participants) in the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 11, 2002, between
Structured Asset Securities Corporation, as Depositor, Wachovia Bank, National
Association (known prior to April 1, 2002 as First Union National Bank), as
Master Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle Bank
National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that:

                  1. The Transferee is a "qualified institutional buyer" (a
         "Qualified Institutional Buyer") as that term is defined in Rule 144A
         ("Rule 144A") under the Securities Act of 1933, as amended (the
         "Securities Act"), and has completed one of the forms of certification
         to that effect attached hereto as Annex 1 and Annex 2. The Transferee
         is aware that the Transfer to it of the Transferor's interest in the
         Transferred Certificates is being made in reliance on Rule 144A. The
         Transferee is acquiring such interest in the Transferred Certificates
         for its own account or for the account of another Qualified
         Institutional Buyer.

                  2. The Transferee understands that (a) the Transferred
         Certificates have not been and will not be registered under the
         Securities Act or registered or qualified under any applicable state
         securities laws, (b) none of the Depositor, the Trustee or the
         Certificate Registrar is obligated so to register or qualify the
         Transferred Certificates and (c) no interest in the Transferred
         Certificates may be resold or transferred unless (i) such Certificates
         are registered pursuant to the Securities Act and registered or
         qualified pursuant any applicable state securities laws, or (ii) such
         interest is sold or transferred in a transaction which is exempt from
         such registration and qualification and the Transferor desiring to
         effect such transfer has received (A) a certificate from such
         Certificate Owner's prospective transferee substantially in the form
         attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B)
         an opinion of counsel to the effect that, among other things, such
         prospective transferee is a Qualified Institutional Buyer and such
         transfer may be made without registration under the Securities Act.


                                     F-2C-1
<PAGE>



                  3. The Transferee understands that it may not sell or
         otherwise transfer the Transferred Certificates or any interest therein
         except in compliance with the provisions of Section 5.02 of the Pooling
         and Servicing Agreement, which provisions it has carefully reviewed,
         and that the Transferred Certificates will bear the following legends:

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE,
                  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
                  INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY
                  BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
                  REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH
                  THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
                  AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
                  MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
                  OR ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT
                  INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
                  4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B)
                  ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
                  CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
                  FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
                  RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
                  EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
                  THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  4. The Transferee has been furnished with all information
         regarding (a) the Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature, performance and servicing of the
         Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
         Fund created pursuant thereto, (e) any credit enhancement mechanism
         associated with the Transferred Certificates, and (f) all related
         matters, that it has requested.


                                     Very truly yours,

                                     ___________________________________________
                                     (Transferee)

                                     By:________________________________________
                                        Name:
                                        Title:



                                     F-2C-2

<PAGE>



                             ANNEX 1 TO EXHIBIT F-2C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]


                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and for the benefit of Structured Asset
Securities Corporation with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
         officer, a person fulfilling an equivalent function, or other executive
         officer of the entity acquiring interests in the Transferred
         Certificates (the "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
         term is defined in Rule 144A under the Securities Act of 1933, as
         amended ("Rule 144A"), because (i) [the Transferee] [each of the
         Transferee's equity owners] owned and/or invested on a discretionary
         basis $___________(1) in securities (other than the excluded securities
         referred to below) as of the end of such entity's most recent fiscal
         year (such amount being calculated in accordance with Rule 144A) and
         (ii) the Transferee satisfies the criteria in the category marked
         below.

         _____       Corporation, etc. The Transferee is a corporation (other
                     than a bank, savings and loan association or similar
                     institution), Massachusetts or similar business trust,
                     partnership, or any organization described in Section
                     501(c)(3) of the Internal Revenue Code of 1986.

         _____       Bank. The Transferee (a) is a national bank or a banking
                     institution organized under the laws of any state, U.S.
                     territory or the District of Columbia, the business of
                     which is substantially confined to banking and is
                     supervised by the state or territorial banking commission
                     or similar official or is a foreign bank or equivalent
                     institution, and (b) has an audited net worth of at least
                     $25,000,000 as demonstrated in its latest annual financial
                     statements, a copy of which is attached hereto, as of a
                     date not more than 16 months preceding the date of sale of
                     the Transferred Certificates in the case of a U.S. bank,
                     and not more than 18 months preceding such date of sale in
                     the case of a foreign bank or equivalent institution.

         _____       Savings and Loan. The Transferee (a) is a savings and loan
                     association, building and loan association, cooperative
                     bank, homestead association or similar institution, which
                     is supervised and examined by a state or federal authority
                     having supervision over any such institutions or is a
                     foreign savings and loan association or equivalent
                     institution and (b) has an audited net worth of at least
                     $25,000,000 as demonstrated in its latest annual financial
                     statements, a copy of which is attached hereto, as of a
                     date not more than 16 months preceding the date of sale of
                     the Transferred Certificates in the case of a U.S.


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

1        Transferee or each of its equity owners must own and/or invest on a
         discretionary basis at least $100,000,000 in securities unless
         Transferee or any such equity owner, as the case may be, is a dealer,
         and, in that case, Transferee or such equity owner, as the case may be,
         must own and/or invest on a discretionary basis at least $10,000,000 in
         securities.



                                     F-2C-3
<PAGE>

                     savings and loan association, and not more than 18 months
                     preceding such date of sale in the case of a foreign
                     savings and loan association or equivalent institution.

         ___         Broker-dealer. The Transferee is a dealer registered
                     pursuant to Section 15 of the Securities Exchange Act of
                     1934, as amended.

         ___         Insurance Company. The Transferee is an insurance company
                     whose primary and predominant business activity is the
                     writing of insurance or the reinsuring of risks
                     underwritten by insurance companies and which is subject to
                     supervision by the insurance commissioner or a similar
                     official or agency of a state, U.S. territory or the
                     District of Columbia.

         ___         State or Local Plan. The Transferee is a plan established
                     and maintained by a state, its political subdivisions, or
                     any agency or instrumentality of the state or its political
                     subdivisions, for the benefit of its employees.

         ___         ERISA Plan. The Transferee is an employee benefit plan
                     within the meaning of Title I of the Employee Retirement
                     Income Security Act of 1974.

         ___         Investment Advisor. The Transferee is an investment advisor
                     registered under the Investment Advisers Act of 1940, as
                     amended.

         ___         QIB Subsidiary. All of the Transferee's equity owners are
                     "qualified institutional buyers" within the meaning of Rule
                     144A.

         ___         Other. (Please supply a brief description of the entity and
                     a cross-reference to the paragraph and subparagraph under
                     subsection (a)(1) of Rule 144A pursuant to which it
                     qualifies. Note that registered investment companies should
                     complete Annex 2 rather than this Annex 1.)

                  3. For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by any
         Person, the Transferee did not include (i) securities of issuers that
         are affiliated with such Person, (ii) securities that are part of an
         unsold allotment to or subscription by such Person, if such Person is a
         dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
         participations, (v) repurchase agreements, (vi) securities owned but
         subject to a repurchase agreement and (vii) currency, interest rate and
         commodity swaps.

                  4. For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by any
         Person, the Transferee used the cost of such securities to such Person,
         unless such Person reports its securities holdings in its financial
         statements on the basis of their market value, and no current
         information with respect to the cost of those securities has been
         published, in which case the securities were valued at market. Further,
         in determining such aggregate amount, the Transferee may have included
         securities owned by subsidiaries of such Person, but only if such
         subsidiaries are consolidated with such Person in its financial
         statements prepared in accordance with generally accepted accounting
         principles and if the investments of such subsidiaries are managed
         under such Person's direction. However, such securities were not
         included if such Person is a majority-owned, consolidated subsidiary of
         another enterprise and such Person is not itself a reporting company
         under the Securities Exchange Act of 1934, as amended.

                  5. The Transferee acknowledges that it is familiar with Rule
         144A and understands that the Transferor and other parties related to
         the Transferred Certificates are relying and will continue to rely on


                                     F-2C-4
<PAGE>



         the statements made herein because one or more Transfers to the
         Transferee may be in reliance on Rule 144A.

                  ___      ___       Will the Transferee be acquiring interests
                  Yes      No        Certificates in the Transferred only for
                                     the Transferee's own account?

                  6. If the answer to the foregoing question is "no," then in
         each case where the Transferee is acquiring any interest in the
         Transferred Certificates for an account other than its own, such
         account belongs to a third party that is itself a "qualified
         institutional buyer" within the meaning of Rule 144A, and the
         "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
         this certification is made of any changes in the information and
         conclusions herein. Until such notice is given, the Transferee's
         acquisition of any interest in of the Transferred Certificates will
         constitute a reaffirmation of this certification as of the date of such
         acquisition. In addition, if the Transferee is a bank or savings and
         loan as provided above, the Transferee agrees that it will furnish to
         such parties any updated annual financial statements that become
         available on or before the date of such acquisition, promptly after
         they become available.

                  8. Capitalized terms used but not defined herein have the
         meanings ascribed thereto in the Pooling and Servicing Agreement
         pursuant to which the Transferred Certificates were issued.


                                  ______________________________________________
                                  (Transferee)


                                  By:___________________________________________
                                     Name:
                                     Title:
                                     Date:


                                     F-2C-5
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and for the benefit of Structured Asset
Securities Corporation with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") as
described in the Transferee certificate to which this certification relates and
to which this certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
         officer, a person fulfilling an equivalent function, or other executive
         officer of the entity acquired interests the Transferred Certificates
         (the "Transferee") or, if the Transferee is a "qualified institutional
         buyer" as that term is defined in Rule 144A under the Securities Act of
         1933, as amended ("Rule 144A"), because the Transferee is part of a
         Family of Investment Companies (as defined below), is an executive
         officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
         defined in Rule 144A because (i) the Transferee is an investment
         company registered under the Investment Company Act of 1940, as
         amended, and (ii) as marked below, the Transferee alone owned and/or
         invested on a discretionary basis, or the Transferee's Family of
         Investment Companies owned, at least $100,000,000 in securities (other
         than the excluded securities referred to below) as of the end of the
         Transferee's most recent fiscal year. For purposes of determining the
         amount of securities owned by the Transferee or the Transferee's Family
         of Investment Companies, the cost of such securities was used, unless
         the Transferee or any member of the Transferee's Family of Investment
         Companies, as the case may be, reports its securities holdings in its
         financial statements on the basis of their market value, and no current
         information with respect to the cost of those securities has been
         published, in which case the securities of such entity were valued at
         market.

         ____        The Transferee owned and/or invested on a discretionary
                     basis $___________________ in securities (other than the
                     excluded securities referred to below) as of the end of the
                     Transferee's most recent fiscal year (such amount being
                     calculated in accordance with Rule 144A).

         ____        The Transferee is part of a Family of Investment Companies
                     which owned in the aggregate $______________ in securities
                     (other than the excluded securities referred to below) as
                     of the end of the Transferee's most recent fiscal year
                     (such amount being calculated in accordance with Rule
                     144A).

                  3. The term "Family of Investment Companies" as used herein
         means two or more registered investment companies (or series thereof)
         that have the same investment adviser or investment advisers that are
         affiliated (by virtue of being majority owned subsidiaries of the same
         parent or because one investment adviser is a majority owned subsidiary
         of the other).

                  4. The term "securities" as used herein does not include (i)
         securities of issuers that are affiliated with the Transferee or are
         part of the Transferee's Family of Investment Companies, (ii) bank
         deposit notes and certificates of deposit, (iii) loan participations,
         (iv) repurchase agreements, (v) securities owned but subject to a
         repurchase agreement and (vi) currency, interest rate and commodity
         swaps. For purposes of determining the aggregate amount of securities
         owned and/or invested on a discretionary basis by the Transferee, or
         owned by the Transferee's Family of Investment Companies, the
         securities referred to in this paragraph were excluded.


                                     F-2C-6
<PAGE>



                  5. The Transferee is familiar with Rule 144A and understands
         that the Transferor and other parties related to the Transferred
         Certificates are relying and will continue to rely on the statements
         made herein because one or more Transfers to the Transferee will be in
         reliance on Rule 144A.

                  ___      ___       Will the Transferee be acquiring interests
                  Yes      No        in 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 acquiring any interest in the
         Transferred Certificates for an account other than its own, such
         account belongs to a third party that is itself a "qualified
         institutional buyer" within the meaning of Rule 144A, and the
         "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
         certification is made of any changes in the information and conclusions
         herein. Until such notice, the Transferee's acquisition of any interest
         in the Transferred Certificates will constitute a reaffirmation of this
         certification by the undersigned as of the date of such acquisition.

                  8. Capitalized terms used but not defined herein have the
         meanings ascribed thereto in the Pooling and Servicing Agreement
         pursuant to which the Transferred Certificates were issued.


                                      __________________________________________
                                      (Transferee or Adviser)


                                      By:_______________________________________
                                         Name:
                                         Title:
                                         Date:



                                      IF AN ADVISER:


                                      Print Name of Transferee

                                      __________________________________________

                                      Date:



                                     F-2C-7
<PAGE>



                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

          Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial Mortgage
                Pass-Through Certificates, Series 2002-C1, Class _____, having
                an initial aggregate [Certificate Principal Balance]
                [Certificate Notional Amount] as of April 2, 2002 (the "Closing
                Date") of $__________

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________________ (the "Transferor") to
__________________________ (the "Transferee") through our respective Depository
Participants of the Transferor's beneficial ownership interest (currently
maintained on the books and records of The Depository Trust Company ("DTC") and
the Depository Participants) in the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of March 11, 2002, between
Structured Asset Securities Corporation, as Depositor, Wachovia Bank, National
Association (known prior to April 1, 2002 as First Union National Bank), as
Master Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle Bank
National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

                  For purposes of this certification, "United States Securities
Person" means (i) any natural person resident in the United States, (ii) any
partnership or corporation organized or incorporated under the laws of the
United States; (iii) any estate of which any executor or administrator is a
United States Securities Person, other than any estate of which any professional
fiduciary acting as executor or administrator is a United States Securities
Person if an executor or administrator of the estate who is not a United States
Securities Person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (iv) any trust
of which any trustee is a United States Securities Person, other than a trust of
which any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United


                                     F-2D-1
<PAGE>



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 organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

                  We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated:  __________, _____


                               By:______________________________________________
                                   As, or agent for, the beneficial owner(s)
                                   of the Certificates to which this certificate
                                   relates.



                                     F-2D-2
<PAGE>



                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)


                               _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2002-C1

                   Re:  LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2002-C1 (the
                        "Certificates")

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of Class ______ Certificates [having an initial aggregate
[Certificate Principal Balance] [Certificate Notional Amount] as of April 2,
2002 (the "Closing Date") of $__________] [evidencing a ____% Percentage
Interest in the subject Class] (the "Transferred Certificates"). The
Certificates, including the Transferred Certificates, were issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 11, 2002, among Structured Asset Securities Corporation as
depositor, Wachovia Bank, National Association (known prior to April 1, 2002 as
First Union National Bank) as master servicer, Lennar Partners, Inc. as special
servicer, LaSalle Bank National Association as trustee and ABN AMRO Bank N.V. as
fiscal agent. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you as Certificate
Registrar, as follows (check the applicable paragraph):

                  _____     The Transferee (A) is not an employee benefit plan
                            or other retirement arrangement, including an
                            individual retirement account or annuity, a Keogh
                            plan or a collective investment fund or separate
                            account in which such plans, accounts or
                            arrangements are invested, including, without
                            limitation, an insurance company general account,
                            that is subject to ERISA or the Code (each, a
                            "Plan"), and (B) is not directly or indirectly
                            purchasing the Transferred Certificates on behalf
                            of, as named fiduciary of, as trustee of, or with
                            assets of a Plan; or

                  _____     The Transferee is using funds from an insurance
                            company general account to acquire the Transferred
                            Certificates, however, the purchase and holding of
                            such Certificates by such Person is exempt from the
                            prohibited transaction provisions of Sections 406
                            and 407 of ERISA and the excise taxes imposed on
                            such prohibited transactions by Section 4975 of the
                            Code, by reason of Sections I and III of Prohibited
                            Transaction Class Exemption 95-60.

                  _____     The Transferred Certificates are rated in one of the
                            four highest generic rating categories by one of the
                            Rating Agencies and are being acquired by or on
                            behalf of a Plan in reliance on Prohibited
                            Transaction Exemption 91-14; and such Plan (X) is an
                            accredited investor as defined in Rule 501(a)(1) of
                            Regulation D of the Securities Act, (Y) is not


                                     G-1-1
<PAGE>



                            sponsored (within the meaning of Section 3(16)(B) of
                            ERISA) by the Trustee, the Depositor, any Mortgage
                            Loan Seller, the Master Servicer, the Special
                            Servicer, any Sub-Servicer or any Mortgagor with
                            respect to Mortgage Loans constituting more than 5%
                            of the aggregate unamortized principal balance of
                            all the Mortgage Loans determined on the date of the
                            initial issuance of the Certificates, or by any
                            Affiliate of such Person, and (Z) agrees that it
                            will obtain from each of its Transferees that are
                            Plans, a written representation that such
                            Transferee, if a Plan, satisfies the requirements of
                            the immediately preceding clauses (X) and (Y),
                            together with a written agreement that such
                            Transferee will obtain from each of its Transferees
                            that are Plans a similar written representation
                            regarding satisfaction of the requirements of the
                            immediately preceding clauses (X) and (Y).


                                   Very truly yours,
                                  ______________________________________________
                                  (Transferee)

                                  By:___________________________________________
                                     Name:
                                     Title:












                                     G-1-2
<PAGE>




                                   EXHIBIT G-2

                        FORM II OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)


                                     [Date]

[TRANSFEROR]

          Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial Mortgage
                Pass-Through Certificates, Series 2002-C1, (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class ___ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of April 2, 2002 (the "Closing Date")
of $__________] [evidencing a ____% Percentage Interest in the related Class]
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of March 11, 2002 (the "Pooling and Servicing Agreement"), among Structured
Asset Securities Corporation, as depositor, Wachovia Bank, National Association
(known prior to April 1, 2002 as First Union National Bank) as master servicer,
Lennar Partners, Inc. as special servicer, LaSalle Bank National Association as
trustee and ABN AMRO Bank N.V. as fiscal agent. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as follows (check the applicable paragraph):

         ______   The Transferee (A) is not an employee benefit plan or other
                  retirement arrangement, including an individual retirement
                  account or annuity, a Keogh plan or a collective investment
                  fund or separate account in which such plans, accounts or
                  arrangements are invested, including, without limitation, an
                  insurance company general account, that is subject to ERISA or
                  the Code (each, a "Plan"), and (B) is not directly or
                  indirectly purchasing an interest in the Transferred
                  Certificates on behalf of, as named fiduciary of, as trustee
                  of, or with assets of a Plan;

         ______   The Transferee is using funds from an insurance company
                  general account to acquire an interest in the Transferred
                  Certificates, however, the purchase and holding of such
                  interest by such Person is exempt from the prohibited
                  transaction provisions of Sections 406(a) and (b) and 407 of
                  ERISA and the excise taxes imposed on such prohibited
                  transactions by Sections 4975(a) and (b) of the Code, by
                  reason of Sections I and III of Prohibited Transaction Class
                  Exemption 95-60.

         ______   The Transferred Certificates are rated in one of the four
                  highest generic rating categories by one of the Rating
                  Agencies and an interest in such Certificates is being
                  acquired by or on behalf of a Plan in reliance on Prohibited
                  Transaction Exemption 91-14 and such Plan (X) is an accredited
                  investor as defined in Rule 501(a)(1) of Regulation D of the
                  Securities Act, (Y) is not sponsored (within the meaning of
                  Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
                  Mortgage Loan Seller, the Master Servicer, the Special
                  Servicer, any Sub-Servicer or any Mortgagor with respect to
                  Mortgage Loans constituting



                                     G-2-1
<PAGE>



                  more than 5% of the aggregate unamortized principal balance of
                  all the Mortgage Loans determined on the date of the initial
                  issuance of the Certificates, or by any Affiliate of such
                  Person, and (Z) agrees that it will obtain from each of its
                  Transferees that are Plans, a written representation that such
                  Transferee, if a Plan, satisfies the requirements of the
                  immediately preceding clauses (X) and (Y), together with a
                  written agreement that such Transferee will obtain from each
                  of its Transferees that are Plans a similar written
                  representation regarding satisfaction of the requirements of
                  the immediately preceding clauses (X) and (Y).


                                        Very truly yours,

                                       _________________________________________
                                       (Transferee)


                                       By:______________________________________
                                          Name:
                                          Title:


                                     G-2-2
<PAGE>



                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(A)(6)(A) AND 860E(E)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


                  Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2002-C1 (the
                        "Certificates"), issued pursuant to the Pooling and
                        Servicing Agreement (the "Pooling and Servicing
                        Agreement"), dated as of March 11, 2002, among
                        Structured Asset Securities Corporation as Depositor,
                        Wachovia Bank, National Association (known prior to
                        April 1, 2002 as First Union National Bank) as Master
                        Servicer, Lennar Partners, Inc. as Special Servicer,
                        LaSalle Bank National Association as Trustee and ABN
                        AMRO Bank N.V. as Fiscal Agent


STATE OF                       )
                               )    ss.:  ____________________
COUNTY OF                      )

                  I, _________________________, under penalties of perjury,
declare that, to the best of my knowledge and belief, the following
representations are true, correct and complete, and being first sworn, depose
and say that:

                  1.       I am a __________________________ of  _______________
(the "Purchaser"), on behalf of which I have the authority to make this
affidavit.

                  2. The Purchaser is acquiring [Class R-I] [Class R-II] [Class
R-III] Certificates representing ________% of the residual interest in [each of]
the real estate mortgage investment conduit[s] ([each,] a "REMIC") designated as
["REMIC I"] ["REMIC II"] ["REMIC III"], [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] [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 governmental unit. The terms "United
States" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.


                                     H-1-1
<PAGE>



                  4. The Purchaser acknowledges that Section 860E(e) of the Code
would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in
any [Class R-I] [Class R-II] [Class R-III] Certificates to a Disqualified
Organization.

                  5. No purpose of the acquisition of the [Class R-I] [Class
R-II] [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-I] [Class R-II] [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] [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:

                       (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;


                                     H-1-2
<PAGE>



                       (b) understands that, for purposes of Treasury regulation
                  section 1.860E-1(c)(4)(ii), as a holder of a [Class R-I]
                  [Class R-II] [Class R-III] Certificate for United States
                  federal income tax purposes, it may incur tax liabilities in
                  excess of any cash flows generated by such [Class R-I] [Class
                  R-II] [Class R-III] Certificate;

                       (c) intends to pay the taxes associated with holding a
                  [Class R-I] [Class R-II] [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] [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] [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] [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] [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]
         [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 free act and deed and as the free
act and deed of the Purchaser.


                                          Subscribed and sworn before me this
                                          ____ day of _______________.


                                          ______________________________________
                                          Notary Public



                                     H-1-4
<PAGE>



                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2002-C1

                  Re:   LB-UBS  Commercial  Mortgage Trust 2002-C1,  Commercial
                        Mortgage  Pass-Through Certificates, Series 2002-C1
                        (the "Certificates")

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of [Class R-I] [Class R-II] [Class R-III] Certificates evidencing
a ____% Percentage Interest in such Class (the "Residual Interest
Certificates"). The Certificates, including the Residual Interest Certificates,
were issued pursuant to the Pooling and Servicing Agreement, dated as of March
11, 2002 (the "Pooling and Servicing Agreement"), among Structured Asset
Securities Corporation, as depositor, Wachovia Bank, National Association (known
prior to April 1, 2002 as First Union National Bank) as master servicer, Lennar
Partners, Inc. as special servicer, LaSalle Bank National Association as trustee
and ABN AMRO Bank N.V. as fiscal agent. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

                           1. No purpose of the Transferor relating to the
         transfer of the Residual Interest Certificates by the Transferor to the
         Transferee is or will be to impede the assessment or collection of any
         tax.

                           2. The Transferor understands that the Transferee has
         delivered to you a Transfer Affidavit and Agreement in the form
         attached to the Pooling and Servicing Agreement as Exhibit H-1. The
         Transferor does not know or believe that any representation contained
         therein is false.


                                     H-2-1
<PAGE>



                           3. The Transferor has at the time of this transfer
         conducted a reasonable investigation of the financial condition of the
         Transferee (or the beneficial owners of the Transferee if it is
         classified as a partnership under the 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]


Standard & Poor's Ratings Services
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st  Floor
New York, New York  10041
Attention:  Commercial Surveillance Department

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007
Attention:  CMBS Monitoring

Ladies and Gentlemen:

                  This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement, dated as of March 11, 2002 and relating to
LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2002-C1 (the "Agreement"). Capitalized terms used but not otherwise
defined herein shall have respective meanings assigned to them in the Agreement.

                  Notice is hereby given that the Holders of Certificates
evidencing a majority of the Voting Rights allocated to the Controlling Class
have designated ________________ to serve as the Special Servicer under the
Agreement.

                  The designation of __________________ as Special Servicer will
become final if certain conditions are met and you deliver to _________________,
the trustee under the Agreement (the "Trustee"), written confirmation that if
the person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.


                                     I-1-1
<PAGE>



                  Please acknowledge receipt of this notice by signing the
enclosed copy of this notice where indicated below and returning it to the
Trustee, in the enclosed stamped self-addressed envelope.


                                    Very truly yours,

                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Trustee


                                    By:_________________________________________
                                       Name:
                                       Title:

Receipt acknowledged:

STANDARD & POOR'S RATINGS SERVICES


By:  ________________________________
Name:
Title:
Date:

MOODY'S INVESTORS SERVICE, 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 2002-C1,  Commercial
                   Mortgage  Pass-Through Certificates, Series 2002-C1

Ladies and Gentlemen:

                  Pursuant to Section 6.09 of the Pooling and Servicing
Agreement, dated as of March 11, 2002, relating to LB-UBS Commercial Mortgage
Trust 2002-C1, Commercial Mortgage Pass-Through Certificates, Series 2002-C1
(the "Agreement"), the undersigned hereby agrees with all the other parties to
the Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.24 of the Agreement, with the following
corrections with respect to type of entity and jurisdiction of organization:
____________________.


                                         _______________________________________


                                         By:____________________________________
                                            Name:
                                            Title:





























                                     I-2-1
<PAGE>



                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT







































                                      J-1
<PAGE>


                                                                      SCHEDULE 1


                  This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle Bank National Association as trustee for the holders of the LB-UBS
Commercial Mortgage Trust 2002-C1, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of March 11, 2002 (the "Pooling and Servicing Agreement"),
among the Debtor as depositor, the Secured Party as trustee (the "Trustee"),
Wachovia Bank, National Association (known prior to April 1, 2002 as First Union
National Bank) as master servicer (the "Master Servicer"), Lennar Partners, Inc.
as special servicer (the "Special Servicer") and ABN AMRO Bank N.V. as fiscal
agent, relating to the issuance of the LB-UBS Commercial Mortgage Trust 2002-C1,
Commercial Mortgage Pass-Through Certificates, Series 2002-C1 (the "Series
2002-C1 Certificates"). Capitalized terms used herein and not defined shall have
the respective meanings given to them in the Pooling and Servicing Agreement.

                  The attached financing statement covers all of the Debtor's
right (including the power to convey title thereto), title and interest in and
to the Trust Fund created pursuant to the Pooling and Servicing Agreement,
consisting of the following:

                  (1) the mortgage loans listed on the Mortgage Loan Schedule
attached hereto as Exhibit A (the "Mortgage Loans");

                  (2) the note or other evidence of indebtedness of the related
borrower under each Mortgage Loan (the "Mortgage Note"), the related mortgage,
deed of trust or other similar instrument securing such Mortgage Note (the
"Mortgage") and each other legal, credit and servicing document related to such
Mortgage Loan (collectively with the related Mortgage Note and Mortgage, the
"Mortgage Loan Documents");

                  (3) (a) the Custodial Accounts and the Defeasance Deposit
Account required to be maintained by the Master Servicer pursuant to the Pooling
and Servicing Agreement, (b) all funds from time to time on deposit in the
Custodial Accounts and the Defeasance Deposit Account, (c) the investments of
any such funds consisting of securities, instruments or other obligations, and
(d) the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

                  (4) all REO Property acquired in respect of defaulted Mortgage
Loans;

                  (5) (a) the REO 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) (a) the Servicing Accounts and the Reserve Accounts
required to be maintained by the Master Servicer and/or the Special Servicer
pursuant to the Pooling and Servicing Agreement, (b) all funds from time to time
on deposit in the Servicing Accounts and the Reserve Accounts, (c) the
investments of any such funds consisting of securities, instruments or other
obligations, and (d) the general intangibles consisting of the contractual right
to payment, including, without limitation, the right to payments of principal
and interest and the right to enforce the related payment obligations, arising
from or under any such investments;




                                      J-2
<PAGE>



                  (7) (a) the Interest Reserve Account required to be maintained
by the Secured Party pursuant to the Pooling and Servicing Agreement, (b) all
funds from time to time on deposit in the Interest Reserve Account, (c) the
investments of any such funds consisting of securities, instruments or other
obligations, and (d) the general intangibles consisting of the contractual right
to payment, including, without limitation, the right to payments of principal
and interest and the right to enforce the related payment obligations, arising
from or under any such investments;

                  (8) (a) the Collection Account required to be maintained by
the Secured Party pursuant to the Pooling and Servicing Agreement, (b) all funds
from time to time on deposit in the Collection Account, (c) the investments of
any such funds consisting of securities, instruments or other obligations, and
(d) the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

                  (9) all insurance policies, including the right to payments
thereunder, with respect to the Mortgage Loans required to be maintained
pursuant to the Mortgage Loan Documents and the Pooling and Servicing Agreement,
transferred to the Trust and to be serviced by the Master Servicer or Special
Servicer pursuant to the Pooling and Servicing Agreement;

                  (10) any and all general intangibles (as defined in the
Uniform Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

                  (11) any and all income, payments, proceeds and products of
any of the foregoing.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2002-C1 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN
ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR
OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED SECURITY OR AN
UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN
EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE
CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR
SECURITY INTEREST OF THE SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT,
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST
AND THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER
ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION. WITH RESPECT TO THE
FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.



                                      J-3
<PAGE>


                             EXHIBIT A TO SCHEDULE 1


                      (See attached Mortgage Loan Schedule)





















                                      J-4
<PAGE>



                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE


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

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

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

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

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






























                                      K-1
<PAGE>




                                   EXHIBIT L-1

      FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE ACCESS
                        FROM CERTIFICATE [HOLDER][OWNER]


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:      Asset-Backed Securities Trust Services
                Group-LB-UBS Commercial Mortgage Trust 2002-C1]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 20288
Attention:        LB-UBS Commercial Mortgage Trust 2002-C1]

                  Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2002-C1

                  In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of March 11, 2002 (the "Pooling and Servicing Agreement"),
among Structured Asset Securities Corporation, as depositor (the "Depositor"),
Wachovia Bank, National Association (known prior to April 1, 2002 as First Union
National Bank) as master servicer, Lennar Partners, Inc. as special servicer,
LaSalle Bank National Association as trustee (the "Trustee") and ABN AMRO Bank
N.V. as fiscal agent, with respect to LB-UBS Commercial Mortgage Trust 2002-C1,
Commercial Mortgage Pass-Through Certificates, Series 2002-C1 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

                  1.    The undersigned is a [beneficial owner][registered
                        holder] of the Class _____ Certificates.

                  2.    The undersigned is requesting (Please check as
                        applicable):

                           (i)      ____    the  information (the "Information")
                  identified  on  the  schedule attached hereto pursuant to
                  Section 8.14 of the Pooling and Servicing Agreement; or

                           (ii)     ____ a password pursuant to Section 4.02 of
                  the Pooling and Servicing Agreement for access to information
                  (also, the "Information") provided on the [Trustee's] [Master
                  Servicer's] Internet Website.

                  3. In consideration of the [Trustee's] [Master Servicer's]
disclosure to the undersigned of the Information, the undersigned will keep the
Information confidential (except from such outside persons as are assisting it
in evaluating its interest in Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities to which the
undersigned is subject), and such Information will not, without the prior
written consent of the [Trustee] [Master Servicer], be disclosed by the
undersigned or by its officers, directors, partners, employees, agents or
representatives (collectively, the "Representatives") in any manner whatsoever,
in whole or in part; provided that the undersigned may provide all or any part
of the Information to any other person or entity that holds or is contemplating
the purchase of any Certificate or interest therein, but


                                     L-1-1
<PAGE>



only if such person or entity confirms in writing such ownership interest or
prospective ownership interest and agrees to keep it confidential.

                  4. The undersigned will not use or disclose the Information in
any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
of 1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

                  IN WITNESS WHEREOF, the undersigned has caused its name to be
signed hereto by its duly authorized officer, as of the day and year written
above.


                                    [BENEFICIAL OWNER OF A CERTIFICATE]
                                    [REGISTERED HOLDER OF A CERTIFICATE]



                                    By:_________________________________________
                                       Name:
                                       Title:



                                   _____________________________________________


                                   By:__________________________________________
                                      Name:
                                      Title:






                                     L-1-2
<PAGE>




                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:      Asset-Backed Securities Trust Services
                Group-LB-UBS Commercial Mortgage Trust 2002-C1]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 20288
Attention:        LB-UBS Commercial Mortgage Trust 2002-C1]

                  Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
                        Mortgage Pass-Through Certificates, Series 2002-C1

                  In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of March 11, 2002 (the "Pooling and Servicing Agreement"),
among Structured Asset Securities Corporation as depositor (the "Depositor"),
Wachovia Bank, National Association (known prior to April 1, 2002 as First Union
National Bank) as master servicer, Lennar Partners, Inc. as special servicer,
LaSalle Bank National Association as trustee (the "Trustee") and ABN AMRO Bank
N.V. as fiscal agent, with respect to LB-UBS Commercial Mortgage Trust 2002-C1,
Commercial Mortgage Pass-Through Certificates, Series 2002-C1 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

                  1.    The undersigned is contemplating an investment in the
                        Class _____ Certificates.

                  2.    The undersigned is requesting (please check as
                        applicable):

                        (i)     ____ information (the "Information") for use in
                  evaluating the possible investment described above as
                  identified on the schedule attached hereto pursuant to Section
                  8.14 of the Pooling and Servicing Agreement; or

                        (ii)    ____ a password pursuant to Section 4.02 of the
                 Pooling and Servicing Agreement for access to information
                 (also, the "Information") provided on the [Trustee's] [Master
                 Servicer's] Internet Website.

                  3. In consideration of the [Trustee's] [Master Servicer's]
disclosure to the undersigned of the Information, the undersigned will keep the
Information confidential (except from such outside persons as are assisting it
in making the investment decision described in paragraph 1 above, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities and agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the [Trustee] [Master
Servicer], be disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part.



                                     L-2-1
<PAGE>



                  4. The undersigned will not use or disclose the Information in
any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act
of 1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

                  IN WITNESS WHEREOF, the undersigned has caused its name to be
signed hereto by its duly authorized officer, as of the day and year written
above.


                                  [PROSPECTIVE PURCHASER OF A CERTIFICATE]


                                  By:___________________________________________
                                     Name:
                                     Title:


                                  ______________________________________________



                                  By:___________________________________________
                                     Name:
                                     Title:




                                     L-2-2
<PAGE>



                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION






























                                      M-1
<PAGE>


                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

   For loans having balance of (a) $5,000,000 or less, or (b) less than 1% of
                   outstanding pool balance, whichever is less


To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

From:    _____________________________________, in its capacity as master
         servicer (the "Master Servicer") under the Pooling and Servicing
         Agreement dated as of March 11, 2002 (the "Pooling and Servicing
         Agreement"), among Structured Asset Securities Corporation as
         Depositor, the Master Servicer, Lennar Partners, Inc. as special
         servicer, LaSalle Bank National Association as trustee (the "Trustee"),
         and ABN AMRO Bank N.V. as fiscal agent.

Date:    _________, 20___


                  Re:   LB-UBS Commercial Mortgage Trust 2002-C1, Commercial
                        Mortgage Pass-Through Certificates Series 2002-C1

                  Mortgage loan (the "Mortgage Loan") identified by loan number
_____ on the Mortgage Loan Schedule attached to the Pooling and Servicing
Agreement and heretofore secured by the Mortgaged [Property] [Properties]
identified on the Mortgage Loan Schedule by the following name[s]:______________
________________________________________________________________________________


Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

As Master Servicer under the Pooling and Servicing Agreement, we hereby:

                  1.       Notify  you that the  Mortgagor  has  consummated  a
defeasance  of the  Mortgage  Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:

                  ____     a full defeasance of the payments scheduled to be due
                           in respect of the entire unpaid principal balance of
                           the Mortgage Loan; or

                  ____     a partial defeasance of the payments scheduled to be
                           due in respect of a portion of the unpaid principal
                           balance of the Mortgage Loan that represents ___% of
                           the entire unpaid principal balance of the Mortgage
                           Loan and, under the Mortgage, has an allocated loan
                           amount of $____________ or _______% of the entire
                           unpaid principal balance;

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

                           a. The Mortgage Loan documents permit the defeasance,
         and the terms and conditions for defeasance specified therein were
         satisfied in all material respects in completing the defeasance.


                                      M-2
<PAGE>



                           b. The defeasance was consummated on __________,
         20__.

                           c. The defeasance collateral consists of securities
         that (i) constitute "government securities" as defined in Section
         2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C.
         80a-1), (ii) are listed as "Qualified Investments for `AAA' Financings"
         under Paragraphs 1, 2 or 3 of "Cash Flow Approach" in Standard & Poor's
         Public Finance Criteria 2000, as amended to the date of the defeasance,
         (iii) are rated `AAA' by Standard & Poor's, (iv) if they include a
         principal obligation, provide for a predetermined fixed dollar amount
         of principal due at maturity that cannot vary or change, and (v) are
         not subject to prepayment, call or early redemption. Such securities
         have the characteristics set forth below:

         CUSIP           RATE           MAT           PAY DATES          ISSUED
         -----           ----           ---           ---------          ------

                           d. The Master Servicer received an opinion of counsel
         (from counsel approved by Master Servicer in accordance with the
         Servicing Standard) that the defeasance will not result in an Adverse
         REMIC Event.

                           e. The Master Servicer determined that the defeasance
         collateral will be owned by an entity (the "Defeasance Obligor") as to
         which one of the statements checked below is true:

                  ____     the related Mortgagor was a Single-Purpose Entity (as
                           defined in Standard & Poor's Structured Finance
                           Ratings Real Estate Finance Criteria, as amended to
                           the date of the defeasance (the "S&P Criteria")) as
                           of the date of the defeasance, and after the
                           defeasance owns no assets other than the defeasance
                           collateral and real property securing Mortgage Loan
                           included in the pool.

                  ____     the related Mortgagor designated a Single-Purpose
                           Entity (as defined in the S&P Criteria) to own the
                           defeasance collateral; or

                  ____     the Master Servicer designated a Single-Purpose
                           Entity (as defined in the S&P Criteria) established
                           for the benefit of the Trust to own the defeasance
                           collateral.

                           f. The Master Servicer received a broker or similar
         confirmation of the credit, or the accountant's letter described below
         contained statements that it reviewed a broker or similar confirmation
         of the credit, of the defeasance collateral to an Eligible Account (as
         defined in the S&P Criteria) in the name of the Defeasance Obligor,
         which account is maintained as a securities account by the Trustee
         acting as a securities intermediary.

                           g. As securities intermediary, the Trustee is
         obligated to make the scheduled payments on the Mortgage Loan from the
         proceeds of the defeasance collateral directly to the Master Servicer's
         collection account in the amounts and on the dates specified in the
         Mortgage Loan documents or, in a partial defeasance, the portion of
         such scheduled payments attributed to the allocated loan amount for the
         real property defeased, increased by any defeasance premium specified
         in the Mortgage Loan documents (the "Scheduled Payments").

                           h. The Master Servicer received from the Mortgagor
         written confirmation from a firm of independent certified public
         accountants, who were approved by the Master Servicer in accordance
         with the Servicing Standard, stating that (i) revenues from principal
         and interest payments made on the defeasance collateral (without taking
         into account any earnings on reinvestment of such revenues) will be
         sufficient to timely pay each of the Scheduled Payments after the
         defeasance including the payment in full of the Mortgage Loan (or the
         allocated portion thereof in connection with a partial


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         defeasance) on its Maturity Date (or, in the case of an ARD Loan, on
         its Anticipated Repayment Date), (ii) the revenues received in any
         month from the defeasance collateral will be applied to make Scheduled
         Payments within four (4) months after the date of receipt, and (iii)
         interest income from the defeasance collateral to the Defeasance
         Obligor in any calendar or fiscal year will not exceed such Defeasance
         Obligor's interest expense for the Mortgage Loan (or the allocated
         portion thereof in a partial defeasance) for such year.

                           i. The Master Servicer received opinions from
         counsel, who were approved by the Master Servicer in accordance with
         the Servicing Standard, that (i) the agreements executed by the
         Mortgagor and/or the Defeasance Obligor in connection with the
         defeasance are enforceable against them in accordance with their terms,
         and (ii) the Trustee will have a perfected, first priority security
         interest in the defeasance collateral described above.

                           j. The agreements executed in connection with the
         defeasance (i) permit reinvestment of proceeds of the defeasance
         collateral only in Permitted Investments (as defined in the S&P
         Criteria), (ii) permit release of surplus defeasance collateral and
         earnings on reinvestment to the Defeasance Obligor or the Mortgagor
         only after the Mortgage Loan has been paid in full, if any such release
         is permitted, (iii) prohibit any subordinate liens against the
         defeasance collateral, and (iv) provide for payment from sources other
         than the defeasance collateral or other assets of the Defeasance
         Obligor of all fees and expenses of the securities intermediary for
         administering the defeasance and the securities account and all fees
         and expenses of maintaining the existence of the Defeasance Obligor.

                           k. The entire unpaid principal balance of the
         Mortgage Loan as of the date of defeasance was $___________ [$5,000,000
         or less or less than one percent of pool balance, whichever is less]
         which is less than 1% of the aggregate unpaid principal balance of the
         Mortgage Pool as of the date of the most recent Distribution Date
         Statement received by us (the "Current Report").

                  3. The defeasance described herein, together with all prior
and simultaneous defeasances of Mortgage Loans, brings the total of all fully
and partially defeased Mortgage Loans to $__________________, which is _____% of
the aggregate unpaid principal balance of the Mortgage Pool as of the date of
the Current Report.

                  4. Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
for placement in the related Mortgage File or, to the extent not required to be
part of the related Mortgage File, are in the possession of the Master Servicer
as part of the Master Servicer's servicing file.

                  5. Certify and confirm that the determinations and
certifications described above were rendered in accordance with the Servicing
Standard set forth in, and the other applicable terms and conditions of, the
Pooling and Servicing Agreement; and

                  6. Certify that the individual under whose hand the Master
Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.

                  7. Agree to provide copies of all items listed in Exhibit B to
you upon request.



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<PAGE>



                  IN WITNESS WHEREOF, the Master Servicer has caused this Notice
and Certification to be executed as of the date captioned above.


                                   [MASTER SERVICER]


                                   By:________________________________________
                                      Name:
                                      Title:


































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