<PAGE>

                                                                  EXECUTION COPY

                   STRUCTURED ASSET SECURITIES CORPORATION II,
                                    Depositor

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Master Servicer

                                       and

                             LENNAR PARTNERS, INC.,
                               as Special Servicer

                                       and

                             WELLS FARGO BANK, N.A.,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of May 11, 2004

                                   ----------

                                 $1,411,730,586

                    LB-UBS Commercial Mortgage Trust 2004-C4

                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2004-C4

<PAGE>

                                TABLE OF CONTENTS

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

    DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN ADJUSTMENTS TO THE
                   PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES

SECTION 1.01.    Defined Terms....................................................................8
SECTION 1.02.    General Interpretive Principles.................................................96
SECTION 1.03.    Certain Adjustments to the Principal Distributions on the Certificates..........97

                                   ARTICLE II

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

SECTION 2.01.    Creation of Trust; Conveyance of Trust Mortgage Loans..........................100
SECTION 2.02.    Acceptance of Trust Fund by Trustee............................................103
SECTION 2.03.    Repurchase of Trust Mortgage Loans for Document Defects and Breaches of
                    Representations and Warranties..............................................105
SECTION 2.04.    Representations, Warranties and Covenants of the Depositor.....................112
SECTION 2.05.    Acceptance of Grantor Trust Assets and the Loss of Value Reserve Fund by
                    Trustee; Issuance of the Class V Certificates...............................131
SECTION 2.06.    Acceptance of Loan REMICs by Trustee; Execution, Authentication and Delivery
                    of Class R-LR Certificates; Creation of Loan REMIC Regular Interests........132
SECTION 2.07.    Conveyance of Loan REMIC Regular Interests.....................................132
SECTION 2.08.    Execution, Authentication and Delivery of Class R-I Certificates; Creation
                    of REMIC I Regular Interests................................................133
SECTION 2.09.    Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee.....133
SECTION 2.10.    Execution, Authentication and Delivery of Class R-II Certificates; Creation
                    of REMIC II Regular Interests...............................................133
SECTION 2.11.    Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee...133
SECTION 2.12.    Execution, Authentication and Delivery of REMIC III Certificates...............134

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Administration of the Mortgage Loans...........................................135
SECTION 3.02.    Collection of Mortgage Loan Payments...........................................139
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                    Reserve Accounts............................................................142
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                             <C>
SECTION 3.04.    Pool Custodial Account, Defeasance Deposit Account, Collection Account,
                    Interest Reserve Account, Excess Liquidation Proceeds Account and Loss
                    of Value Reserve Fund.......................................................144
SECTION 3.04A.   Loan Combination Custodial Accounts for Serviced Loan Combinations.............149
SECTION 3.05.    Permitted Withdrawals From the Pool Custodial Account, the Collection
                    Account, the Interest Reserve Account and the Excess Liquidation
                    Proceeds Account............................................................152
SECTION 3.05A.   Permitted Withdrawals From the Loan Combination Custodial Accounts.............160
SECTION 3.06.    Investment of Funds in the Collection Account, the Servicing Accounts, the
                    Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts,
                    the REO Accounts, the Interest Reserve Account and the Excess Liquidation
                    Proceeds Account............................................................170
SECTION 3.07.    Maintenance of Insurance Policies; Errors and Omissions and Fidelity
                    Coverage; Environmental Insurance...........................................172
SECTION 3.08.    Enforcement of Alienation Clauses..............................................177
SECTION 3.09.    Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal
                    Reduction Calculation.......................................................181
SECTION 3.10.    Trustee and Custodian to Cooperate; Release of Mortgage Files..................186
SECTION 3.11.    Servicing Compensation; Payment of Expenses; Certain Matters Regarding
                    Servicing Advances..........................................................188
SECTION 3.12.    Property Inspections; Collection of Financial Statements; Delivery of
                    Certain Reports.............................................................195
SECTION 3.12A.   Delivery of Certain Reports to the Serviced Non-Trust Mortgage Loan
                    Noteholders.................................................................198
SECTION 3.12B.   Statements to the Serviced Non-Trust Mortgage Loan Noteholders.................199
SECTION 3.13.    Annual Statement as to Compliance..............................................199
SECTION 3.14.    Reports by Independent Public Accountants......................................200
SECTION 3.15.    Access to Certain Information..................................................201
SECTION 3.16.    Title to REO Property; REO Accounts............................................202
SECTION 3.17.    Management of REO Property.....................................................204
SECTION 3.18.    Sale of Trust Mortgage Loans and Administered REO Properties...................208
SECTION 3.19.    Additional Obligations of the Master Servicer and Special Servicer;
                    Obligations to Notify Ground Lessors and Hospitality Franchisors; the
                    Special Servicer's Right to Request the Master Servicer to Make
                    Servicing Advances..........................................................213
SECTION 3.20.    Modifications, Waivers, Amendments and Consents; Defeasance....................215
SECTION 3.21.    Transfer of Servicing Between Master Servicer and Special Servicer; Record
                    Keeping.....................................................................222
SECTION 3.22.    Sub-Servicing Agreements.......................................................224
SECTION 3.23.    Representations and Warranties of the Master Servicer..........................227
SECTION 3.24.    Representations and Warranties of the Special Servicer.........................228
SECTION 3.25.    Certain Matters Regarding the Purchase of the Garden State Plaza Trust
                    Mortgage Loans, the 666 Fifth Avenue Trust Mortgage Loan, the Two Penn
                    Plaza Trust Mortgage Loan and the Tower Square Trust Mortgage Loan..........230
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                             <C>
SECTION 3.26.    Application of Default Charges.................................................231

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.    Distributions..................................................................237
SECTION 4.02.    Statements to Certificateholders; CMSA Loan Periodic Update File...............251
SECTION 4.03.    P&I Advances With Respect to the Mortgage Pool.................................259
SECTION 4.04.    Allocations of Realized Losses and Additional Trust Fund Expenses..............265
SECTION 4.05.    Various Reinstatement Amounts..................................................266
SECTION 4.06.    Calculations...................................................................268
SECTION 4.07.    Use of Agents..................................................................268

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.    The Certificates...............................................................269
SECTION 5.02.    Registration of Transfer and Exchange of Certificates..........................269
SECTION 5.03.    Book-Entry Certificates........................................................277
SECTION 5.04.    Mutilated, Destroyed, Lost or Stolen Certificates..............................278
SECTION 5.05.    Persons Deemed Owners..........................................................279

                                   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...................280
SECTION 6.02.    Continued Qualification and Compliance of Master Servicer; Merger,
                    Consolidation or Conversion of Depositor, Master Servicer or Special
                    Servicer....................................................................280
SECTION 6.03.    Limitation on Liability of Depositor, Master Servicer and Special Servicer.....281
SECTION 6.04.    Resignation of Master Servicer and the Special Servicer........................282
SECTION 6.05.    Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
                    Noteholders in Respect of the Master Servicer and the Special Servicer......283
SECTION 6.06.    Depositor, Master Servicer and Special Servicer to Cooperate with Trustee......283
SECTION 6.07.    Depositor, Special Servicer and Trustee to Cooperate with Master Servicer......283
SECTION 6.08.    Depositor, Master Servicer and Trustee to Cooperate with Special Servicer......284
SECTION 6.09.    Designation of Special Servicer and Controlling Class Representative by the
                    Controlling Class...........................................................284
</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                             <C>
SECTION 6.10.    Master Servicer or Special Servicer as Owner of a Certificate..................286
SECTION 6.11.    Certain Powers of the Controlling Class Representative.........................286
SECTION 6.12.    Certain Matters Regarding the Garden State Plaza Loan Combination..............289
SECTION 6.13.    Certain Matters Regarding the Two Penn Plaza Loan Combination..................292
SECTION 6.14.    Certain Matters Regarding the Tower Square Loan Combination....................296

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.    Events of Default and 666 Fifth Avenue Events of Default.......................300
SECTION 7.02.    Trustee to Act; Appointment of Successor.......................................308
SECTION 7.03.    Notification to Certificateholders.............................................309
SECTION 7.04.    Waiver of Events of Default and 666 Fifth Avenue Events of Default.............309
SECTION 7.05.    Additional Remedies of Trustee Upon Event of Default or a 666 Fifth Avenue
                    Event of Default............................................................309

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01.    Duties of Trustee..............................................................311
SECTION 8.02.    Certain Matters Affecting Trustee..............................................312
SECTION 8.03.    Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                    Certificates or Mortgage Loans..............................................313
SECTION 8.04.    Trustee and Fiscal Agent May Own Certificates..................................313
SECTION 8.05.    Fees and Expenses of Trustee; Indemnification of and by Trustee................314
SECTION 8.06.    Eligibility Requirements for Trustee...........................................315
SECTION 8.07.    Resignation and Removal of Trustee.............................................315
SECTION 8.08.    Successor Trustee..............................................................317
SECTION 8.09.    Merger or Consolidation of Trustee and Fiscal Agent............................317
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee..................................317
SECTION 8.11.    Appointment of Custodians......................................................318
SECTION 8.12.    Appointment of Authenticating Agents...........................................319
SECTION 8.13.    Appointment of Tax Administrators..............................................320
SECTION 8.14.    Access to Certain Information..................................................321
SECTION 8.15.    Reports to the Securities and Exchange Commission and Related Reports..........322
SECTION 8.16.    Representations and Warranties of Trustee......................................328
SECTION 8.17.    Appointment of Fiscal Agent....................................................329

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans.........332
</TABLE>


                                      -iv-

<PAGE>

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                             <C>
SECTION 9.02.    Additional Termination Requirements............................................340
SECTION 9.03.    666 Fifth Avenue REO Property..................................................341

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01.   REMIC Administration...........................................................342
SECTION 10.02.   Grantor Trust Administration...................................................345

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment......................................................................348
SECTION 11.02.   Recordation of Agreement; Counterparts.........................................350
SECTION 11.03.   Limitation on Rights of Certificateholders.....................................350
SECTION 11.04.   Governing Law; Consent to Jurisdiction.........................................351
SECTION 11.05.   Notices........................................................................351
SECTION 11.06.   Severability of Provisions.....................................................352
SECTION 11.07.   Grant of a Security Interest...................................................352
SECTION 11.08.   Streit Act.....................................................................353
SECTION 11.09.   Successors and Assigns; Beneficiaries..........................................353
SECTION 11.10.   Article and Section Headings...................................................353
SECTION 11.11.   Notices to Rating Agencies.....................................................354
SECTION 11.12.   Complete Agreement.............................................................355
</TABLE>


                                       -v-

<PAGE>

                             SCHEDULES AND EXHIBITS

Schedule No.   Schedule Description
------------   --------------------
      I        Trust Mortgage Loan Schedule
     II        Exceptions to the Representations and Warranties of the Depositor
     III       Schedule of Environmentally Insured Mortgage Loans
     IV        Schedule of Early Defeasance Trust Mortgage Loans
      V        Initial Deposit Mortgage Loans
     VI        Schedule of Mortgage Loans Secured by a Hospitality Property or
                  Nursing Facility

Exhibit No.   Exhibit Description
-----------   --------------------
    A-1       Form of Class [A-1] [A-2] [A-3] [A-4] Certificate
    A-2       Form of Class X Certificate
    A-3       Form of Class [B] [C] [D] [E] [F] Certificate
    A-4       Form of Class [A-1b] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
                 Certificate
    A-5       Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
    A-6       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 [Holder] [Owner]
    L-2       Form of Information Request/Investor Certification for Website
                 Access from Prospective Investor
     M        Form of Defeasance Certification
     N        Form of Seller/Depositor Notification
     O        Form of Controlling Class Representative Confidentiality Agreement
     P        Form of Trustee Backup Certification
     Q        Form of Master Servicer Backup Certification
     R        Form of Special Servicer Backup Certification


                                      -vi-

<PAGE>

          This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of May 11, 2004, among STRUCTURED ASSET SECURITIES CORPORATION II,
as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LENNAR
PARTNERS, INC., as Special Servicer, and WELLS FARGO BANK, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

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

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

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Trust Mortgage Loans (exclusive of the Early
Defeasance Trust Mortgage Loans and exclusive of any collections that constitute
collections of Additional Interest on the ARD Trust Mortgage Loans after their
respective Anticipated Repayment Dates), the Loan REMIC Regular Interests and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I". The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions under federal income
tax law. Two separate REMIC I Regular Interests will, on the Closing Date, be
issued with respect to, and will thereafter relate to, the Two Penn Plaza Trust
Mortgage Loan, and such REMIC I Regular Interests will bear the alphanumeric
designations "TPP-1" and "TPP-2", respectively. The Two Penn Plaza Trust
Mortgage Loan consists of two Loan Components, and each of REMIC I Regular
Interest TPP-1 and REMIC I Regular Interest TPP-2 corresponds to a separate Loan
Component of the Two Penn Plaza Trust Mortgage Loan. REMIC I Regular Interest
TPP-1 will relate to that portion of the Two Penn Plaza Trust Mortgage Loan that
consists of "Component A-1-A" in the related loan agreement, and REMIC I Regular
Interest TPP-2 will relate to that portion of the Two Penn Plaza Trust Mortgage
Loan that consists of "Component A-1-B" in the related loan agreement. Further,
a separate REMIC I Regular Interest will, on the Closing Date, be issued with
respect to, and will thereafter relate to, each other Trust Mortgage Loan in
REMIC I and each Loan REMIC Regular Interest. Each REMIC I Regular Interest
issued with respect to, and relating to, a Trust Mortgage Loan in REMIC I, shall
also relate to any successor REO Trust Mortgage Loan with respect to such Trust
Mortgage Loan. Each REMIC I Regular Interest issued with respect to, and
relating to, a Loan REMIC Regular Interest, shall also relate to the
corresponding Early Defeasance Trust Mortgage Loan and any successor REO Trust
Mortgage Loan with respect to such Early Defeasance Trust Mortgage Loan. Each
REMIC I Regular

<PAGE>

Interest shall (i) bear a numeric designation that is the same as the loan
number for the related Trust Mortgage Loan set forth on the Trust Mortgage Loan
Schedule, (ii) accrue interest at a per annum rate described in the definition
of "REMIC I Remittance Rate" and (iii) have an initial Uncertificated Principal
Balance equal to (A) in the case of REMIC I Regular Interest TPP-1, $93,075,500,
which is the portion of the Cut-off Date Balance of the Two Penn Plaza Trust
Mortgage Loan that is represented the by Component A-1-A of the Two Penn Plaza
Trust Mortgage Loan, (B) in the case of REMIC I Regular Interest TPP-2,
$29,424,500, which is the portion of the Cut-off Date Balance of the Two Penn
Plaza Trust Mortgage Loan that is represented by the Component A-1-B of such
Trust Mortgage Loan, and (C) in the case of each other REMIC I Regular Interest,
the Cut-off Date Balance of the related Trust Mortgage Loan. The Legal Final
Distribution Date of each of the REMIC I Regular Interests is the Distribution
Date immediately following the third anniversary of the end of the remaining
amortization term (as determined as of the Closing Date) of the related Trust
Mortgage Loan. None of the REMIC I Regular Interests will be certificated.

          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.


                                      -2-

<PAGE>

                  REMIC II      Initial Uncertificated
Designation   Remittance Rate      Principal Balance
-----------   ---------------   ----------------------
    A-1         Variable (1)         $ 50,000,000
    A-2         Variable (1)         $391,000,000
    A-3         Variable (1)         $218,000,000
    A-4         Variable (1)         $374,953,000
    A-1b        Variable (1)         $199,546,000
     B          Variable (1)         $ 14,116,000
     C          Variable (1)         $ 15,881,000
     D          Variable (1)         $ 12,355,000
     E          Variable (1)         $ 19,410,000
     F          Variable (1)         $ 12,352,000
     G          Variable (1)         $ 26,472,000
     H          Variable (1)         $ 12,351,000
     J          Variable (1)         $ 15,884,000
     K          Variable (1)         $ 15,881,000
     L          Variable (1)         $  3,530,000
     M          Variable (1)         $  3,529,000
     N          Variable (1)         $  3,529,000
     P          Variable (1)         $  3,530,000
     Q          Variable (1)         $  3,529,000
     S          Variable (1)         $  3,529,000
     T          Variable (1)         $ 12,353,586

----------
(1)  The REMIC II Remittance Rate in effect for any REMIC II Regular Interest
     during any Interest Accrual Period shall equal the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period.

          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 Certificates) and each of the 21 REMIC III Components of the Class X
Certificates will be designated as a separate "regular interest" in REMIC III.
The Legal Final Distribution Date for each Class of Regular Interest
Certificates (exclusive of the Class X Certificates) and for each of the 21
REMIC III Components of the Class X Certificates is the latest Rated Final
Distribution Date.


                                      -3-

<PAGE>

   Class                            Original Class
Designation   Pass-Through Rate   Principal Balance
-----------   -----------------   -----------------
 Class A-1     3.825% per annum   $   50,000,000
 Class A-2       Variable (1)     $  391,000,000
 Class A-3       Variable (1)     $  218,000,000
 Class A-4       Variable (1)     $  374,953,000
 Class A-1b      Variable (1)     $  199,546,000
  Class B        Variable (1)     $   14,116,000
  Class C        Variable (1)     $   15,881,000
  Class D        Variable (1)     $   12,355,000
  Class E        Variable (1)     $   19,410,000
  Class F        Variable (1)     $   12,352,000
  Class G        Variable (1)     $   26,472,000
  Class H        Variable (1)     $   12,351,000
  Class J        Variable (1)     $   15,884,000
  Class K        Variable (1)     $   15,881,000
  Class L        Variable (1)     $    3,530,000
  Class M        Variable (1)     $    3,529,000
  Class N        Variable (1)     $    3,529,000
  Class P        Variable (1)     $    3,530,000
  Class Q        Variable (1)     $    3,529,000
  Class S        Variable (1)     $    3,529,000
  Class T        Variable (1)     $   12,353,586
  Class X        Variable (1)     $1,411,730,586(2)

----------
(1)  The respective Pass-Through Rates for the Class A-2, Class A-3, Class A-4,
     Class A-1b, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
     Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S,
     Class T and Class X 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".

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

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

          The Initial Pool Balance will be $1,411,730,587.

          There exist two Trust Mortgage Loans (the "Garden State Plaza Trust
Mortgage Loans"), one of which has a Cut-off Date Balance of $130,000,000 and is
evidenced by a Mortgage Note designated as Note A-1 (the "Garden State Plaza
Note A-1 Trust Mortgage Loan"), and the other has a Cut-off Date Balance of
$130,000,000 and is evidenced by a Mortgage Note designated as Note A-2 (the


                                      -4-

<PAGE>

"Garden State Plaza Note A-2 Trust Mortgage Loan"). Both Garden State Plaza
Trust Mortgage Loans are part of a loan group comprised of the two Garden State
Plaza Trust Mortgage Loans and two other mortgage loans (such two other mortgage
loans, the "Garden State Plaza Non-Trust Mortgage Loans"), all of which are
together secured by the same Mortgage(s) encumbering the property identified on
the Trust Mortgage Loan Schedule as Westfield Shoppingtown Garden State Plaza
(the "Garden State Plaza Mortgaged Property"). The Garden State Plaza Non-Trust
Mortgage Loans, neither of which are included in the Trust Fund, consist of: (i)
one mortgage loan (the "Garden State Plaza Note A-3 Non-Trust Mortgage Loan")
that has an unpaid principal balance as of the Cut-off Date of $130,000,000, is
evidenced by a Mortgage Note designated as Note A-3 and is, as of the Closing
Date, held by German American Capital Corporation; and (ii) one mortgage loan
(the "Garden State Plaza Note A-4 Non-Trust Mortgage Loan" that has an unpaid
principal balance as of the Cut-off Date of $130,000,000, is evidenced by a
Mortgage Note designated as Note A-4 and is, as of the Closing Date, held by
Archon Financial, L.P. The Garden State Plaza Trust Mortgage Loans and the
Garden State Plaza Non-Trust Mortgage Loans collectively constitute the "Garden
State Plaza Loan Group". The relative rights of the respective holders of the
Garden State Plaza Trust Mortgage Loans and the respective holders of the Garden
State Plaza Non-Trust Mortgage Loans are set forth in a co-lender agreement
dated as of May 18, 2004 (the "Garden State Plaza Co-Lender Agreement"), between
the holder of the Mortgage Note for the Garden State Plaza Note A-1 Trust
Mortgage Loan, the holder of the Mortgage Note for the Garden State Plaza Note
A-2 Trust Mortgage Loan and each holder of a Mortgage Note for the Garden State
Plaza Non-Trust Mortgage Loans. As of the Closing Date, the entire Garden State
Plaza Loan Group is to be serviced and administered in accordance with this
Agreement.

          There exists one Trust Mortgage Loan (the "666 Fifth Avenue Trust
Mortgage Loan"), with a Cut-off Date Balance of $187,500,000, evidenced by a
Mortgage Note designated as Note A-2, that is part of a loan pair comprised of
the 666 Fifth Avenue Trust Mortgage Loan and another mortgage loan (such other
mortgage loan, the "666 Fifth Avenue Non-Trust Mortgage Loan"), both of which
are together secured by the same Mortgage encumbering the property identified on
the Trust Mortgage Loan Schedule as 666 Fifth Avenue. The 666 Fifth Avenue
Non-Trust Mortgage Loan, which is not included in the Trust Fund, has an unpaid
principal balance as of the Cut-off Date of $187,500,000, is evidenced by a
Mortgage Note designated as Note A-1 and is, as of the Closing Date, together
with various other commercial and multifamily mortgage loans, included in a
commercial mortgage securitization (the "666 Fifth Avenue 2004-C2
Securitization") involving the issuance of the LB-UBS Commercial Mortgage Trust
2004-C2, Commercial Mortgage Pass-Through Certificates, Series 2004-C2 (the "666
Fifth Avenue 2004-C2 Certificates"). The 666 Fifth Avenue Trust Mortgage Loan
and the 666 Fifth Avenue Non-Trust Mortgage Loan together constitute the "666
Fifth Avenue Loan Pair". The relative rights of the holder of the 666 Fifth
Avenue Trust Mortgage Loan and the holder of the 666 Fifth Avenue Non-Trust
Mortgage Loan are set forth in a co-lender agreement dated as of April 7, 2004
(the "666 Fifth Avenue Co-Lender Agreement"), between the holder of the Mortgage
Note for the 666 Fifth Avenue Trust Mortgage Loan and the holder of the Mortgage
Note for the 666 Fifth Avenue Non-Trust Mortgage Loan. As of the Closing Date,
the entire 666 Fifth Avenue Loan Pair is being and will continue to be serviced
and administered in accordance with the pooling and servicing agreement, dated
as of March 11, 2004 (together with any successor servicing agreement provided
for under the 666 Fifth Avenue Co-Lender Agreement, the "666 Fifth Avenue
Servicing Agreement"), between Structured Asset Securities Corporation II, as
depositor, Midland Loan Services, Inc., as master servicer (in such capacity,
the "666 Fifth Avenue Master Servicer"), Midland Loan Services, Inc., as special
servicer (in such capacity, the "666 Fifth Avenue Special Servicer"), and Wells
Fargo Bank N.A., as trustee (in such capacity, the "666 Fifth Avenue Trustee").


                                      -5-

<PAGE>

          There exists another Trust Mortgage Loan (the "Two Penn Plaza Trust
Mortgage Loan"), with a Cut-off Date Balance of $122,500,000, evidenced by a
Mortgage Note designated as Note A1, that is part of a loan group comprised of
the Two Penn Plaza Trust Mortgage Loan and three other mortgage loans (such
three other mortgage loans, the "Two Penn Plaza Non-Trust Mortgage Loans"), all
of which are together secured by the same Mortgage(s) encumbering the property
identified on the Trust Mortgage Loan Schedule as the Two Penn Plaza. The Two
Penn Plaza Non-Trust Mortgage Loans, none of which are included in the Trust
Fund, consist of: (i) one mortgage loan (the "Two Penn Plaza Pari Passu
Non-Trust Mortgage Loan") that has an unpaid principal balance as of the Cut-off
Date of $122,500,000, is evidenced by a Mortgage Note designated as Note A2 and
is, as of the Closing Date, held by Lehman Brothers Bank, FSB; (ii) one mortgage
loan (the "Two Penn Plaza Note B1 Subordinate Non-Trust Mortgage Loan") that has
an unpaid principal balance as of the Cut-off Date of $34,000,000, is evidenced
by a Mortgage Note designated as Note B1 and is, as of the Closing Date, held by
Metropolitan Life Insurance Company, and (iii) one mortgage loan (the "Two Penn
Plaza Note B2 Subordinate Non-Trust Mortgage Loan" and, together with the Two
Penn Plaza Note B1 Subordinate Non-Trust Mortgage Loan, the "Two Penn Plaza
Subordinate Non-Trust Mortgage Loans") that has an unpaid principal balance as
of the Cut-off Date of $21,000,000, is evidenced by a Mortgage Note designated
as Note B2 and is, as of the Closing Date, held by Metropolitan Life Insurance
Company. The Two Penn Plaza Trust Mortgage Loan and the Two Penn Plaza Non-Trust
Mortgage Loans collectively constitute the "Two Penn Plaza Loan Group". The
relative rights of the holder of the Two Penn Plaza Trust Mortgage Loan and the
respective holders of the Two Penn Plaza Non-Trust Mortgage Loans are set forth
in a co-lender agreement dated as of May 24, 2004 (the "Two Penn Plaza Co-Lender
Agreement"), between the holder of the Mortgage Note for the Two Penn Plaza
Trust Mortgage Loan and each holder of a Mortgage Note for the Two Penn Plaza
Non-Trust Mortgage Loans. From and after the Closing Date, the entire Two Penn
Plaza Loan Group is to be serviced and administered in accordance with this
Agreement.

          There exists another Trust Mortgage Loan (the "Tower Square Trust
Mortgage Loan"), with a Cut-off Date Balance of $10,700,791, evidenced by a
Mortgage Note designated as Note A, that is part of a loan pair comprised of the
Tower Square Trust Mortgage Loan and one other mortgage loan (such other
mortgage loan, the "Tower Square Non-Trust Mortgage Loan"), both of which are
secured by the same Mortgage encumbering the property identified on the Trust
Mortgage Loan Schedule as Tower Square. The Tower Square Non-Trust Mortgage
Loan, which is not included in the Trust Fund, has an unpaid principal balance
as of the Cut-off Date of $412,808, is evidenced by a Mortgage Note designated
as Note B and is, as of the Closing Date, held by Lehman Brothers Holdings Inc.
The Tower Square Trust Mortgage Loan and the Tower Square Non-Trust Mortgage
Loan collectively constitute the "Tower Square Loan Pair". The relative rights
of the holder of the Tower Square Trust Mortgage Loan and the holder of the
Tower Square Non-Trust Mortgage Loan are set forth in a co-lender agreement
dated as of June 7, 2004 (the "Tower Square Co-Lender Agreement"), between the
holder of the Mortgage Note for the Tower Square Trust Mortgage Loan and the
holder of a Mortgage Note for the Tower Square Non-Trust Mortgage Loan. From and
after the Closing Date, the entire Tower Square Loan Pair is to be serviced and
administered in accordance with this Agreement.

          Accordingly, as and to the extent provided herein, (i) the Garden
State Plaza Non-Trust Mortgage Loans, the Two Penn Plaza Non-Trust Mortgage
Loans and the Tower Square Non-Trust Mortgage Loan, although not part of the
Trust Fund, will be serviced and administered in accordance with this Agreement,
by the Master Servicer and Special Servicer hereunder, and (ii) the 666 Fifth
Avenue Trust Mortgage Loan, although part of the Trust Fund, will be serviced
and administered in


                                      -6-

<PAGE>

accordance with the 666 Fifth Avenue Servicing Agreement, by the 666 Fifth
Avenue Master Servicer and the 666 Fifth Avenue 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 and the Trustee hereby
agree, in each case, as follows:


                                      -7-

<PAGE>

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
     CERTAIN ADJUSTMENTS TO THE PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES

          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.

          "666 Fifth Avenue 2004-C2 Certificates" shall have the meaning
assigned thereto in the Preliminary Statement.

          "666 Fifth Avenue 2004-C2 Securitization" shall have the meaning
assigned thereto in the Preliminary Statement.

          "666 Fifth Avenue Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

          "666 Fifth Avenue Collection Period" shall mean, with respect to any
Distribution Date or Trust Master Servicer Remittance Date, the period
commencing on the day immediately following the 666 Fifth Avenue Determination
Date in the calendar month preceding the month in which such Distribution Date
or Trust Master Servicer Remittance Date, as the case may be, occurs (or, in the
case of each of the initial Distribution Date and Trust Master Servicer
Remittance Date, commencing immediately following the Cut-off Date) and ending
on and including the 666 Fifth Avenue Determination Date in the calendar month
in which such Distribution Date or Trust Master Servicer Remittance Date, as the
case may be, occurs.

          "666 Fifth Avenue Determination Date" shall mean the "Remittance Date"
under the 666 Fifth Avenue Co-Lender Agreement.

          "666 Fifth Avenue Event of Default" shall mean an "Event of Default"
under, and within the meaning of, the 666 Fifth Avenue Servicing Agreement that
materially and adversely affects the Trustee, in its capacity as holder of the
666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Trust Mortgage
Loan, or the interests of the Certificateholders.

          "666 Fifth Avenue Loan Pair" shall have the meaning assigned thereto
in the Preliminary Statement, and shall be deemed to refer to the 666 Fifth
Avenue Trust Mortgage Loan and the 666 Fifth Avenue Non-Trust Mortgage Loan
(each of which shall be deemed to remain outstanding) notwithstanding that the
666 Fifth Avenue Mortgaged Property becomes an REO Property.

          "666 Fifth Avenue Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement, provided that such term shall also include
any successor master servicer


                                      -8-

<PAGE>

appointed pursuant to the 666 Fifth Avenue Servicing Agreement and/or the 666
Fifth Avenue Co-Lender Agreement to service the 666 Fifth Avenue Loan Pair.

          "666 Fifth Avenue Mortgaged Property" shall have the meaning assigned
thereto in the Preliminary Statement.

          "666 Fifth Avenue Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

          "666 Fifth Avenue Non-Trust Mortgage Loan Noteholder" shall mean the
holder of the Mortgage Note for the 666 Fifth Avenue Non-Trust Mortgage Loan.

          "666 Fifth Avenue Noteholders" shall mean, together, the holder of the
Mortgage Note for the 666 Fifth Avenue Trust Mortgage Loan, together with the
666 Fifth Avenue Non-Trust Mortgage Loan Noteholder.

          "666 Fifth Avenue REO Property" shall mean the 666 Fifth Avenue
Mortgaged Property at such time that it becomes an "REO Property" under, and
within the meaning of, the 666 Fifth Avenue Servicing Agreement.

          "666 Fifth Avenue REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the 666 Fifth Avenue Trust Mortgage Loan.

          "666 Fifth Avenue Servicer" shall mean either the 666 Fifth Avenue
Master Servicer or the 666 Fifth Avenue Special Servicer, as applicable.

          "666 Fifth Avenue Servicing Agreement" shall have the meaning assigned
thereto in the Preliminary Statement, and shall include any successor servicing
agreement in accordance with the 666 Fifth Avenue Co-Lender Agreement.

          "666 Fifth Avenue Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement, provided that such term shall also include
any successor special servicer appointed pursuant to the 666 Fifth Avenue
Servicing Agreement and/or the 666 Fifth Avenue Co-Lender Agreement to specially
service the 666 Fifth Avenue Loan Pair or any 666 Fifth Avenue REO Property.

          "666 Fifth Avenue Trustee" shall have the meaning assigned thereto in
the Preliminary Statement, provided that such term shall also include any
successor trustee appointed pursuant to the initial 666 Fifth Avenue Servicing
Agreement.

          "666 Fifth Avenue Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which mortgage loan is identified on the
Trust Mortgage Loan Schedule as mortgage loan number 2 and is, together with the
666 Fifth Avenue Non-Trust Mortgage Loan, secured by the same Mortgage(s) on the
666 Fifth Avenue Mortgaged Property.

          "666 Fifth Avenue Underlying Collection Period" shall mean the "Trust
Collection Period" under the initial 666 Fifth Avenue Servicing Agreement or any
comparable period under any successor 666 Fifth Avenue Servicing Agreement.


                                      -9-

<PAGE>

          "Acceptable Insurance Default" shall mean, with respect to any
Serviced Mortgage Loan, any default under the related loan documents resulting
from (a) the exclusion of acts of terrorism from coverage under the related all
risk casualty insurance policy maintained on the subject Mortgaged Property and
(b) the related Mortgagor's failure to obtain insurance that specifically covers
acts of terrorism, but only if the Special Servicer has determined, in its
reasonable judgment (subject to Section 6.11, Section 6.12, Section 6.13 and/or
Section 6.14, in each case if and as applicable), that (i) such insurance is not
available at commercially reasonable rates and the subject hazards are not
commonly insured against at the time for real properties similar to the subject
Mortgaged Property and located in and around the region in which the subject
Mortgaged Property is located, or (ii) such insurance is not available at any
rate. Subject to the Servicing Standard, in making any of the determinations
under and in accordance with subclause (i) or (ii) of this definition, the
Special Servicer shall be entitled to reasonably rely on the opinion of an
insurance consultant.

          "Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates, the
amount of which interest shall equal: (a) in the case of any Class of Principal
Balance Certificates for any Interest Accrual Period, one-twelfth of the product
of (i) the annual Pass-Through Rate applicable to such Class of Certificates for
such Interest Accrual Period, multiplied by (ii) the Class Principal Balance of
such Class of Certificates outstanding immediately prior to the related
Distribution Date; and (b) in the case of the Class X Certificates for any
Interest Accrual Period, the aggregate amount of Accrued Component Interest with
respect to all of the REMIC III Components of such Class of Certificates for
such Interest Accrual Period. The Regular Interest Certificates shall accrue
interest on a 30/360 Basis.

          "Accrued Component Interest" shall mean the interest accrued from time
to time with respect to any REMIC III Component of the Class X Certificates, the
amount of which interest shall equal, for any Interest Accrual Period,
one-twelfth of the product of (i) the annual 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. Each REMIC III Component of
the Class X Certificates shall accrue interest on a 30/360 Basis.

          "Acquisition Date" shall mean, with respect to any REO Property, the
first day on which such REO Property or any interest therein is considered to be
acquired by (or, in the case of the 666 Fifth Avenue Mortgaged Property,
acquired 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 or an interest therein
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 Designated Servicing Information" shall have the meaning
assigned thereto in Section 8.15(a).

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

          "Additional Interest" shall mean, with respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, all interest accrued on the principal
balance of such ARD Mortgage Loan at the Additional Interest Rate and, if so
provided in the related loan documents, compounded at the


                                      -10-

<PAGE>

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

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

          "Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund; (ii) is not otherwise included in the
calculation of a Realized Loss in respect of any particular Trust Mortgage Loan
or REO Trust Mortgage Loan; and (iii) would result or has resulted, as the case
may be, in the Holders of Regular Interest Certificates receiving less than the
full amount of principal and/or Distributable Certificate Interest to which they
are entitled on any Distribution Date.

          "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect
to any Loan REMIC Regular Interest or REMIC I Regular Interest that relates to
an Interest Reserve Mortgage Loan or an Interest Reserve REO Mortgage Loan, for
any Interest Accrual Period, an amount of interest equal to the product of (a)
the Mortgage Rate for the related Trust Mortgage Loan (or, in the case of each
of REMIC I Regular Interest TPP-1 and REMIC I Regular Interest TPP-2, the
component interest rate for the corresponding Loan Component of the related
Trust Mortgage Loan) in effect as of the Closing Date (without regard to any
modifications, extensions, waivers or amendments of the related Trust Mortgage
Loan subsequent to the Closing Date and, solely in the case of the 666 Fifth
Avenue Trust Mortgage Loan, reduced by the product of (i) 0.015% and (ii) a
fraction, expressed as a percentage, the numerator of which is 30, and the
denominator of which is the number of days in such Interest Accrual Period),
multiplied by (b) a fraction, the numerator of which is the number of days in
such Interest Accrual Period, and the denominator of which is 360, multiplied by
(c) the Uncertificated Principal Balance of such Loan REMIC Regular Interest or
REMIC I Regular Interest, as the case may be, immediately prior to the
Distribution Date that corresponds to such Interest Accrual Period; provided
that, if the subject Interest Accrual Period ends during (x) January of 2005 or
any year thereafter that is not a leap year or (y) February of 2005 or any year
thereafter, then the amount of interest calculated with respect to any
particular Loan REMIC Regular Interest or REMIC I Regular Interest pursuant to
this definition for such Interest Accrual Period without regard to this proviso
shall be decreased by the Interest Reserve Amount, if any, with respect to the
related Interest Reserve Mortgage Loan or Interest Reserve REO Mortgage Loan, as
the case may be, 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 (or, in the case of REMIC I Regular
Interest TPP-1 and REMIC I Regular Interest TPP-2, the portion of such Interest
Reserve Amount attributable to interest accrued on the corresponding Loan
Component of the Two Penn Plaza Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto)); and provided, further, that, if the
subject Interest Accrual Period ends during


                                      -11-

<PAGE>

March of 2005 or any year thereafter, then the amount calculated with respect to
any particular Loan REMIC Regular Interest or REMIC I Regular Interest pursuant
to this definition for such Interest Accrual Period without regard to this
proviso shall be increased by the Interest Reserve Amount(s), if any, with
respect to the related Interest Reserve Mortgage Loan or Interest Reserve REO
Mortgage Loan, as the case may be, 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 (or, in the case of
REMIC I Regular Interest TPP-1 and REMIC I Regular Interest TPP-2, the aggregate
portion of such Interest Reserve Amount(s) attributable to interest previously
accrued on the corresponding Loan Component of the related Trust Mortgage Loan
(or any successor REO Trust Mortgage Loan with respect thereto)).

          "Adjusted Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to the Principal Distribution Amount for such
Distribution Date, plus all amounts added to such Principal Distribution Amount
pursuant to Section 1.03(c) for such Distribution Date, minus all amounts
subtracted from such Principal Distribution Amount pursuant to Section 1.03(b)
for such Distribution Date.

          "Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest, for any Interest Accrual Period, an annual rate equal
to the Pass-Through Rate in effect during such Interest Accrual Period for such
REMIC II Regular Interest's Corresponding Class of Principal Balance
Certificates.

          "Administered REO Property" shall mean any REO Property other than, if
applicable, any 666 Fifth Avenue REO Property.

          "Administrative Cost Rate" shall mean, with respect to (a) the 666
Fifth Avenue Trust Mortgage Loan (or any 666 Fifth Avenue REO Trust Mortgage
Loan), the sum of (i) 0.015% per annum, (ii) the Trustee Fee Rate, and (iii) the
Master Servicing Fee Rate; and (b) each other Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the rate per annum
specified as the "Administrative Cost Rate" on the Trust Mortgage Loan Schedule,
which, for each such Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with respect thereto), 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: (i) with respect to any Class of
Certificates, as of any date of determination, the qualification, downgrade or
withdrawal of any rating then assigned to such Class of Certificates by either
Rating Agency; and (ii) with respect to any class of Serviced Pari Passu
Non-Trust Mortgage Loan Securities, as of any date of determination, the
qualification, downgrade or withdrawal of any rating then assigned to such
securities by any nationally recognized statistical rating organization then
rating such securities.

          "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


                                      -12-

<PAGE>

permitted by Section 3.17(a), any imposition of a tax on such REMIC Pool or any
of its assets or transactions (including the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code, the tax on prohibited contributions
set forth in Section 860G(d) of the Code and/or the tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code).

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

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

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

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

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

          "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated initially as of the applicable
Determination Date immediately following the later of the date on which the
subject Serviced Trust Mortgage Loan or Serviced Loan Combination, as
applicable, became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained and thereafter as of each subsequent
applicable Determination Date during the period that the subject Serviced Trust
Mortgage Loan, REO Trust Mortgage Loan or Serviced Loan Combination, as
applicable, remains a Required Appraisal Loan) 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 any 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 and/or any other party hereto with respect to such Required Appraisal
Loan, (v) any other unpaid Additional Trust Fund Expenses in respect of such
Required Appraisal Loan, (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), and (vii) if applicable, in the case of the Garden State Plaza Loan
Group and the Two Penn Plaza Loan Group, to the extent known to the Special
Servicer, any and all interest accrued on delinquency advances comparable to P&I
Advances made in respect of the related Serviced Pari Passu Non-Trust Mortgage
Loan(s) (or any successor REO Mortgage Loan(s) with respect thereto) that is
payable under the related Securitization Agreement; over (b) the Required
Appraisal Value. Notwithstanding the


                                      -13-

<PAGE>

foregoing, if (i) any Serviced Trust Mortgage Loan or Serviced Loan Combination
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 Serviced Trust Mortgage Loan or Serviced
Loan Combination, as the case may be, 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 Serviced Trust Mortgage Loan or
Serviced Loan Combination, as the case may be, became a Required Appraisal Loan,
then (x) until such new Required Appraisal or update 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.

          Each Appraisal Reduction Amount shall be reduced to zero as of the
date the subject Serviced Trust Mortgage Loan or Serviced Loan Combination, as
applicable, ceases to be a Required Appraisal Loan, and no Appraisal Reduction
Amount shall exist as to any Serviced Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) or any Serviced Loan Combination after
it has been paid in full, liquidated, repurchased or otherwise disposed of.

          Any Appraisal Reduction Amount with respect to a Serviced Loan
Combination shall be calculated, and allocated among the respective mortgage
loans comprising the subject Serviced Loan Combination, by the Master Servicer
pursuant to this Agreement and consistent with the related Co-Lender Agreement;
and the related Serviced Non-Trust Mortgage Loan Noteholder(s) shall be entitled
to rely on such calculations, and the allocations to the subject Non-Trust
Mortgage Loan(s) or any successor REO Trust Mortgage Loan(s) with respect
thereto, as reported to it or them by the Master Servicer.

          Notwithstanding the foregoing, any "Appraisal Reduction Amount" (as
defined under the 666 Fifth Avenue Servicing Agreement) with respect to the 666
Fifth Avenue Loan Pair shall be calculated, and allocated among the respective
mortgage loans comprising the 666 Fifth Avenue Loan Pair, by the applicable 666
Fifth Avenue Servicer pursuant to the 666 Fifth Avenue Servicing Agreement; and
the parties hereto shall be entitled to rely on such calculations, and the
allocations to the 666 Fifth Avenue Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, as reported to them by the applicable
666 Fifth Avenue Servicer.

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


                                      -14-

<PAGE>

related Servicing File or (b) the most recent "desktop" value estimate performed
by the Special Servicer that is contained in the related Servicing File.

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

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

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

          "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for each Due Date
coinciding with or following its Stated Maturity Date as of which such Mortgage
Loan remains outstanding and part of the Trust Fund (or, in the case of a
Serviced Non-Trust Mortgage Loan, if applicable, as of which (i) such Non-Trust
Mortgage Loan remains outstanding and (ii) the related Trust Mortgage Loan
remains 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 related 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; and (b) with
respect to any REO Mortgage Loan, for any Due Date as of which the related REO
Property (or any interest therein) (or, in the case of any 666 Fifth Avenue REO
Trust Mortgage Loan, any interest in the related REO Property) remains part of
the Trust Fund, the scheduled monthly payment of principal and/or interest
deemed to be due in respect thereof on such Due Date equal to the Monthly
Payment (or, in the case of a Balloon Mortgage Loan described in clause (a) of
this definition, the Assumed Monthly Payment) that was due (or deemed due) in
respect of the related Mortgage Loan on the last Due Date prior to its becoming
an REO Mortgage Loan.

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

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

          "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to:

          (a) the sum, without duplication, of (i) the aggregate amount of all
     payments and other collections on or with respect to the Trust Mortgage
     Loans and any REO Properties (including Loss of Value Payments and, in the
     case of the initial Distribution Date, the Initial


                                      -15-

<PAGE>

     Deposits) that (A) were Received by the Trust as of the end of the related
     Collection Period and (B) are on deposit in the Collection Account as of
     12:00 noon (New York City time) on such Distribution Date, (ii) the
     aggregate amount of any P&I Advances made by the Master Servicer, the
     Trustee and/or any Fiscal Agent with respect to the Mortgage Pool for
     distribution on the Certificates on such Distribution Date pursuant to
     Section 4.03, (iii) the aggregate amount deposited by the Master Servicer
     in the Collection Account for such Distribution Date pursuant to Section
     3.19(a) in connection with Prepayment Interest Shortfalls on the Mortgage
     Pool, (iv) to the extent not included in the amount described in clause
     (a)(i) of this definition, the aggregate amount transferred from the Excess
     Liquidation Proceeds Account to the Collection Account pursuant to Section
     3.05(d) in respect of such Distribution Date, (v) to the extent not
     included in the amount described in clause (a)(i) of this definition, if
     such Distribution Date is the Final Distribution Date, the aggregate amount
     transferred from the Loss of Value Reserve Fund to the Collection Account
     pursuant to Section 3.05(e) in respect of such Distribution Date, and (vi)
     to the extent not included in the amount described in clause (a)(i) of this
     definition, if such Distribution Date occurs during March of 2005 or any
     year thereafter, the aggregate of the Interest Reserve Amounts transferred
     from the Interest Reserve Account to the Collection Account in respect of
     the Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage
     Loans for distribution on such Distribution Date; net of

          (b) the portion of the aggregate amount described in clause (a) of
     this definition that represents one or more of the following--(i) Monthly
     Payments that are due on a Due Date following the end of the related
     Collection Period (or, in the case of a Monthly Payment that is due on a
     Due Date in the same month as such Distribution Date but subsequent to the
     end of the related Collection Period, following the end of the calendar
     month in which such Distribution Date occurs), (ii) any amounts payable or
     reimbursable to any Person from the Collection Account pursuant to clauses
     (ii) through (v) and (viii) of Section 3.05(b), (iii) Prepayment Premiums,
     Yield Maintenance Charges, Excess Defeasance Deposit Proceeds and/or
     Additional Interest, (iv) if such Distribution Date occurs during January
     of 2005 or any year thereafter that is not a leap year or during February
     of 2005 or any year thereafter, the Interest Reserve Amounts with respect
     to the Interest Reserve Mortgage Loans and any Interest Reserve REO
     Mortgage Loans to be withdrawn from the Collection Account and deposited
     into the Interest Reserve Account in respect of such Distribution Date and
     held for future distribution, all pursuant to Section 3.04(c), and (v)
     amounts deposited in the Collection Account in error;

provided that the Available Distribution Amount for the Final Distribution Date
shall consist of all amounts on deposit in the Collection Account as of the time
distributions are to be made to Certificateholders on the Final Distribution
Date, exclusive of any portion of such amounts that are payable or reimbursable
to any Person from the Collection Account pursuant to clauses (ii) through (v)
and (viii) of Section 3.05(b), that were deposited in the Collection Account in
error or that represent Loss of Value Payments distributable to the Holders of
the Class R-III Certificates in accordance with Section 3.05(e).

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


                                      -16-

<PAGE>

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

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

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

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

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

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

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

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

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

          "Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2004-C4, Commercial Mortgage Pass-Through Certificates, Series 2004-C4, 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 Class X
Certificate, as of any date of determination, the then notional amount of such
Certificate equal to the product of (a) the then Certificate Factor for the
Class X Certificates, multiplied by (b) the amount specified on the face of such
Certificate as the initial Certificate Notional Amount thereof.


                                      -17-

<PAGE>

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

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

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

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

          "Certificateholder" shall mean the Person in whose name a Certificate
is registered in the Certificate Register, except that: (i) neither a
Disqualified Organization nor a Disqualified Non-United States Tax Person shall
be Holder of a Residual Interest Certificate for any purpose hereof; and (ii)
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement that relates to the rights and/or obligations of any of the
Depositor, the Master Servicer, the Special Servicer, any 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, any 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 and any reports
comparable to the foregoing with respect to the 666 Fifth Avenue Trust Mortgage
Loan or a 666 Fifth Avenue REO Property that are deliverable under the 666 Fifth
Avenue Servicing Agreement to the Master Servicer on behalf of the Trustee as
holder of the Mortgage Note for the 666 Fifth Avenue Trust Mortgage Loan..

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

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

          "Class" shall mean, collectively, all of the Certificates bearing the
same alphabetic or alphanumeric, as applicable, class designation.


                                      -18-

<PAGE>

          "Class A Certificates" shall mean the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-1b 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-1b Certificate" shall mean any one of the Certificates with a
"Class A-1b" designation on the face thereof, substantially in the form of
Exhibit A-4 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) any two or
more Classes of the Class A Certificates remain outstanding and (ii) the
aggregate of the Class Principal Balances of the Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class S and Class T Certificates has 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.


                                      -19-

<PAGE>

          "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.

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

          "Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which the Class X Certificates accrue or are deemed to accrue
interest from time to time. As of any date of determination, the Class Notional
Amount of the Class X Certificates shall equal the then aggregate of the
Component Notional Amounts of all the REMIC III Components of the Class X
Certificates.

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

          "Class Principal Balance" shall mean the aggregate principal balance
outstanding from time to time of any Class of Principal Balance Certificates. 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
(subject to Section 4.05) by the amount of any Realized Losses and Additional


                                      -20-

<PAGE>

Trust Fund Expenses deemed allocated thereto on such Distribution Date pursuant
to Section 4.04. On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be increased by the related Class
Principal Reinstatement Amount, if any, for such Distribution Date.

          "Class Principal Reinstatement Amount" shall have the meaning assigned
thereto in Section 4.05(a).

          "Class Q Certificate" shall mean any of the Certificates with a "Class
Q" designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing 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-5 attached hereto, and evidencing a portion of the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions.

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

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

          "Class R-LR Certificate" shall mean any one of the Certificates with a
"Class R-LR" designation on the face thereof, substantially in the form of
Exhibit A-5 attached hereto, and evidencing a portion of the sole class of
"residual interests" in each Loan REMIC for purposes of the REMIC Provisions.

          "Class S Certificate" shall mean any of the Certificates with a "Class
S" designation on the face thereof, substantially in the form of Exhibit A-4
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-4
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-6
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 Certificate" shall mean any one of the Certificates with a
"Class X" designation on the face thereof, substantially in the form of Exhibit
A-2 attached hereto, and evidencing a portion of 21 separate "regular interests"
in REMIC III for purposes of the REMIC Provisions.


                                      -21-

<PAGE>

          "Clearstream" shall mean Clearstream Banking, Luxembourg or any
successor.

          "Closing Date" shall mean June 7, 2004.

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

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

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

          "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Comparative Financial Status Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.

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

          "CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.


                                      -22-

<PAGE>

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

          "CMSA Historical Loan Modification and Corrected Mortgage Loan 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 and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

          "CMSA Investor Reporting Package" shall mean, collectively:

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

          (b) the following nine supplemental reports: (i) CMSA Delinquent Loan
     Status Report, (ii) CMSA Historical Loan Modification and Corrected
     Mortgage Loan 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, (viii)
     CMSA Loan Level Reserve/LOC Report and (ix) CMSA NOI Adjustment Worksheet;
     and

          (c) such other reports as the CMSA may approve from time to time as
     being part of the CMSA Investor Reporting Package for commercial mortgage
     securitization trusts generally and as are reasonably acceptable to the
     Master Servicer.

          "CMSA Loan Level Reserve/LOC Report" shall mean the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Level Reserve/LOC Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be approved by the CMSA for commercial mortgage securities transactions
generally.

          "CMSA 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.

          "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.


                                      -23-

<PAGE>

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

          "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "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.

          "CMSA Property File" shall mean a report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Property File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

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

          "CMSA Servicer Watch List" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Servicer Watch List" available as of the Closing Date on the CMSA Website,
or in such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

          "CMSA Website" shall mean the CMSA's Website located at "www.cmbs.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.

          "Co-Lender Agreement" shall mean the Garden State Plaza Co-Lender
Agreement, the 666 Fifth Avenue Co-Lender Agreement, the Two Penn Plaza
Co-Lender Agreement or the Tower Square Co-Lender Agreement, as applicable.

          "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 "Wells Fargo Bank, N.A.


                                      -24-

<PAGE>

[OR NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
Pass-Through Certificates, Series 2004-C4".

          "Collection Period" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination Collection
Period with respect to each Loan Combination and all related matters, and (ii)
the Trust Collection Period with respect to the Mortgage Pool (exclusive of the
Garden State Plaza Trust Mortgage Loan, the 666 Fifth Avenue Trust Mortgage
Loan, the Two Penn Plaza Trust Mortgage Loan, the Tower Square Trust Mortgage
Loan and any REO Trust Mortgage Loans with respect to the foregoing Trust
Mortgage Loans) and all related matters.

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

          "Component A-1-A" shall mean, with respect to the Two Penn Plaza Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the component of the Two Penn Plaza Trust Mortgage Loan that, as described in
the related loan agreement, is to have its principal balance paid to zero prior
to any payments of principal being made with respect to the other component of
the Two Penn Plaza Trust Mortgage Loan.

          "Component A-1-B" shall mean, with respect to the Two Penn Plaza Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the component of the Two Penn Plaza Trust Mortgage Loan that, as described in
the related loan agreement, will not have any payments of principal allocated to
it until the principal balance of the other component of the Two Penn Plaza
Trust Mortgage Loan is reduced to zero.

          "Component Notional Amount" shall mean the notional amount on which
any REMIC III Component of the Class X Certificates accrues interest, which, as
of any date of determination, is equal to the then current Uncertificated
Principal Balance of such 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 that is not
less 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 that is not less 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, and exercising
the rights of, the Controlling Class, all of the Class A Certificates shall be
deemed to constitute a single Class of Certificates.

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


                                      -25-

<PAGE>

          "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: (i) in the case of
the Trustee in its capacity as Certificate Registrar, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-LB-UBS
Commercial Mortgage Trust 2004-C4; and (ii) for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Services--LB-UBS Commercial Mortgage Trust 2004-C4.

          "Corrected Mortgage Loan" shall mean any Serviced Mortgage Loan that
had been a Specially Serviced Mortgage Loan but has ceased to be such in
accordance with the definition of "Specially Serviced Mortgage Loan" (other than
by reason of a Liquidation Event occurring in respect of such Serviced Mortgage
Loan or the related Mortgaged Property's becoming an REO Property). None of the
Mortgage Loans comprising the 666 Fifth Avenue Loan Pair shall constitute a
Corrected Mortgage Loan under this Agreement.

          "Corrected Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that constitutes a Corrected Mortgage Loan.

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

          "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, as applicable, designation that is the
same as the alphabetic or alphanumeric, as the case may be, designation for such
Class of Principal Balance Certificates; and (b) with respect to any REMIC III
Component of the Class X Certificates, the REMIC II Regular Interest that has an
alphabetic or alphanumeric, as applicable, designation that, when preceded by
"X-", is the same as the alphabetic or alphanumeric, as the case may be,
designation for such REMIC III Component of the Class X Certificates.

          "Corresponding REMIC III Component" shall mean, with respect to any
REMIC II Regular Interest, the REMIC III Component of the Class X Certificates
that has an alphabetic or alphanumeric, as applicable, designation that, with
the deletion of "X-", is the same as the alphabetic or alphanumeric, as the case
may be, designation for such REMIC II Regular Interest.

          "Covered Costs" shall mean, with respect to any Trust Mortgage Loan
and any related costs and expenses that the Depositor or the UBS Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to Section
2.03(d), (i) if such Trust Mortgage Loan has an original principal balance equal
to or less than $10,000,000, the entire amount of such costs and expenses, but
only in the event such costs and expenses exceed a threshold of $10,000 and (ii)
if such Trust Mortgage Loan has an original principal balance greater than
$10,000,000, the entire amount of such costs and expenses, but only in the event
such costs and expenses exceed a threshold of $25,000. In the case of each of
clauses


                                      -26-

<PAGE>

(i) and (ii) above in this definition, in the event the subject costs and
expenses do not exceed the required threshold stated in the subject clause, the
"Covered Costs" shall be $0.

          "Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgage Loans; provided that no Loan Combination shall
constitute a Cross-Collateralized Group.

          "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan that
is cross-defaulted and cross-collateralized with any other Mortgage Loan;
provided that none of the Mortgage Loans in a Loan Combination shall constitute
a Cross-Collateralized Mortgage Loan.

          "Custodial Account" shall mean the Pool Custodial Account or any Loan
Combination 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 some or all of 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, individually and collectively, as
applicable in the context used: (i) with respect to each Mortgage Loan that was
originated after May 11, 2004, the related date of origination of such Trust
Mortgage Loan, and (ii) with respect to every other Mortgage Loan, May 11, 2004.

          "Cut-off Date Balance" shall mean, with respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
net of all unpaid payments of principal due in respect thereof on or before such
date.

          "Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to the Trust (or,
if applicable, a Serviced Non-Trust Mortgage Loan Noteholder) in respect of any
Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

          "Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), any
amounts collected thereon (other than late payment charges, Prepayment Premiums,
Yield Maintenance Charges or Excess Defeasance Deposit Proceeds) that represent
penalty interest (arising out of a default) in excess of (i) interest accrued on
the principal balance of such Serviced Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto), at the related Mortgage Rate (net of any
applicable Additional Interest Rate included as part of such Mortgage Rate), and
(ii) in the case of an ARD Mortgage Loan (or any successor REO Trust Mortgage
Loan with respect thereto) after the related Anticipated Repayment Date, any
Additional Interest; and (b) with respect to the 666 Fifth Avenue Trust Mortgage
Loan or any 666 Fifth Avenue REO Trust Mortgage Loan, any amounts Received by
the Trust thereon that represent "Default Interest" as defined under the 666
Fifth Avenue Co-Lender Agreement.

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

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


                                      -27-

<PAGE>

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

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

          "Defeasance Mortgage Loan" shall mean any Mortgage Loan that permits
the related Mortgagor to pledge Defeasance Collateral to the holder of such
Mortgage Loan in connection with obtaining the release of all or any portion of
the related Mortgaged Property (or permits the holder of such Mortgage Loan to
require the related Mortgagor to pledge Defeasance Collateral to the holder of
such Mortgage Loan in lieu of prepayment).

          "Defeasance Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that is a Defeasance Mortgage Loan.

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

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

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

          "Depositor" shall mean SASCO II.

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

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

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

          "Determination Date" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination Determination
Date with respect to each Loan Combination and all related matters, and (ii) the
Trust Determination Date with respect to the Mortgage Pool (exclusive of the
Garden State Plaza Trust Mortgage Loan, the 666 Fifth Avenue Trust Mortgage
Loan, the Two Penn Plaza Trust Mortgage Loan, the Tower Square Trust Mortgage
Loan and any REO Trust Mortgage Loans with respect to the foregoing Trust
Mortgage Loans) and all related matters.


                                      -28-

<PAGE>

          "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 Administered 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 Administered REO Property in a trade or business
conducted by REMIC I (or, if held thereby, the related Loan REMIC) other than
through an Independent Contractor; provided, however, that the Trustee (or the
Special Servicer or any Sub-Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an 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 Administered REO Property.

          "Discount Rate" shall mean, with respect to any prepaid Trust Mortgage
Loan or REO Trust Mortgage Loan, for purposes of allocating any Prepayment
Premium, Yield Maintenance Charge or Excess Defeasance Deposit Proceeds Received
by the Trust with respect thereto among the respective Classes of the YM
Principal Balance Certificates, a rate which, when compounded monthly, is
equivalent to the Yield Maintenance Treasury Rate, when compounded
semi-annually.

          "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 regulations 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 regulations 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.


                                      -29-

<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, subject to
Section 4.05(b), an amount of interest equal to (a) 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 (b) that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class of Certificates as provided below. For purposes of
the foregoing, the portion of the Net Aggregate Prepayment Interest Shortfall,
if any, for each Distribution Date that is allocable to each Class of Regular
Interest Certificates shall equal the lesser of (A) the amount of Accrued
Certificate Interest with respect to the subject Class of Regular Interest
Certificates for the related Interest Accrual Period and (B) the product of (1)
the entire amount of such Net Aggregate Prepayment Interest Shortfall,
multiplied by (2) a fraction, the numerator of which is equal to the amount of
Accrued Certificate Interest with respect to the subject Class of Regular
Interest Certificates for the related Interest Accrual Period, and the
denominator of which is equal to the aggregate amount of Accrued Certificate
Interest with respect to all the Classes of Regular Interest Certificates for
the related Interest Accrual Period.

          "Distributable Component Interest" shall mean, with respect to any
REMIC III Component of the Class X Certificates for any Distribution Date,
subject to Section 4.05(b), an amount of interest equal to (a) 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 (b) the
product of (i) the entire portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that was allocated to the Class X
Certificates in accordance with the definition of "Distributable Certificate
Interest", multiplied by (ii) a fraction, the numerator of which is the amount
of any Accrued Component Interest in respect of such 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 the Class X Certificates for the
related Interest Accrual Period.

          "Distribution Date" shall mean the date each month, commencing in June
2004, on which, among other things, the Trustee is to make distributions on the
Certificates, which date shall be the fourth Business Day following the Trust
Determination Date in such calendar month.

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

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

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

          "Early Defeasance Trust Mortgage Loan" shall mean any Trust Mortgage
Loan that provides the related Mortgagor with the option to defease all or a
portion of such Trust Mortgage Loan


                                      -30-

<PAGE>

prior to the second anniversary of the Closing Date. The Early Defeasance Trust
Mortgage Loans are identified on Schedule IV hereto.

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

          "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least
"Aa3" by Moody's 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 (and, if applicable, "AA-" by Fitch) (or, in the case of
either Rating Agency (and, if applicable, Fitch), such lower rating as will not
result in an Adverse Rating Event with respect to any Class of Certificates that
is rated by such Rating Agency (or, in the case of an account that relates
solely to a Serviced Loan Combination, with respect to any Class of Certificates
or any class of related Serviced Pari Passu Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency (and, if applicable, by Fitch)), as
evidenced in writing by such Rating Agency (and, if applicable, by Fitch)) at
any time 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 and at least "A-1" by S&P (and, if applicable, "F-1" by Fitch) (or, in
the case of either Rating Agency (and, if applicable, Fitch), such lower rating
as will not result in an Adverse Rating Event with respect to any Class of
Certificates that is rated by such Rating Agency (or, in the case of an account
that relates solely to a Serviced Loan Combination, with respect to any Class of
Certificates or any class of related Serviced Pari Passu Non-Trust Mortgage Loan
Securities that is rated by such Rating Agency (and, if applicable, by Fitch)),
as evidenced in writing by such Rating Agency (and, if applicable, by Fitch)) at
any time funds are on deposit therein (if such funds are to be held for 30 days
or less); or (ii) a segregated trust account maintained with the trust
department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity (which may be the Trustee), which has a
combined capital and surplus of at least $50,000,000, is subject to supervision
or examination by federal or state authority and, in the case of a state
chartered depository institution or trust company, is subject to regulations
regarding fiduciary funds on deposit therein substantially similar to 12 CFR
Section 9.10(b); (iii) an account or accounts maintained with PNC so long as PNC
shall have (A) a long-term unsecured debt rating of at least "A1" from Moody's
and a short-term unsecured debt rating of at least "P-1" from Moody's and (B) a
long-term unsecured debt rating of at least "A" from S&P (and, if applicable,
Fitch) and a short-term unsecured debt rating of at least "A-1" by S&P (and, if
applicable, "F-1" by Fitch); or (iv) 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 that is rated by either Rating Agency (or, in the case of an
account that relates solely to a Serviced Loan Combination, with respect to any
Class of Certificates or any class of related Serviced Pari Passu Non-Trust
Mortgage Loan Securities that is rated by either Rating Agency (and, if
applicable, by Fitch)), as evidenced in writing by such Rating Agency (and, if
applicable, by Fitch). Notwithstanding anything in this definition to the
contrary, any rating requirement with respect to Fitch shall only be required if
any class of related Serviced Pari Passu Non-Trust Mortgage Loan Securities is
rated by Fitch.

          "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.


                                      -31-

<PAGE>

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

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

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

          "Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor for
application toward the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and other items for which an escrow has
been created in respect of the related Mortgaged Property.

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

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

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

          "Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Trust Mortgage Loan or Administered REO Property, net of (i) interest
on any related Advances, (ii) any related Servicing Advances, (iii) any
Liquidation Fee payable from such Net Liquidation Proceeds, and (iv) in the case
of a Trust Mortgage Loan that is part of, or an REO Property that relates to, a
Serviced Loan Combination, the portion of such Net Liquidation Proceeds payable
to the related Non-Trust Mortgage Loan Noteholder(s), over (b) the amount needed
to pay off the subject Trust Mortgage Loan or the related REO Trust Mortgage
Loan, as applicable, in full.

          "Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d) in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank, N.A. [OR THE
NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders
of LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage Pass-Through
Certificates, Series 2004-C4".

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

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


                                      -32-

<PAGE>

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

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

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

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

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

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

          "Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Mortgage Loan or
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 Specially Serviced
Mortgage Loan that was paid in full; or (ii) a Specially Serviced Trust Mortgage
Loan or Administered REO Property, as the case may be, that was purchased (A) by
the Depositor pursuant to Section 2.03, (B) by or on behalf of the UBS Mortgage
Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, (C)
by a Purchase Option Holder or its assignee pursuant to Section 3.18, (D) by the
Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, (E) by the
holder of a related mezzanine loan in connection with a Mortgage Loan default,
as set forth in the related intercreditor agreement, (F) in the case of a Trust
Mortgage Loan or a Serviced Pari Passu Non-Trust Mortgage Loan that, in either
such case, is part of a Loan Combination, by a related (or, if applicable,
another related) Non-Trust Mortgage Loan Noteholder or its designee pursuant to
the related Co-Lender Agreement or (G) in the case of a Garden State Plaza Trust
Mortgage Loan, by a Garden State Plaza Note A-1/A-2 Non-Trust Mortgage Loan
Noteholder or its designee pursuant to Section 2.03(k); and provided, further,
that the term "Final Recovery Determination" shall include any comparable
determination made by the 666 Fifth Avenue Special Servicer under the 666 Fifth
Avenue Servicing Agreement with respect to the 666 Fifth Avenue Trust Mortgage
Loan or a 666 Fifth Avenue REO Property.

          "Fiscal Agent" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.17 to act as fiscal agent hereunder.

          "Fiscal Agent Agreement" shall have the meaning assigned thereto in
Section 8.17.

          "Fitch" shall mean Fitch, Inc. or its successor in interest, but only
to the extent it is then rating any class of Serviced Pari Passu Non-Trust
Mortgage Loan Securities.


                                      -33-

<PAGE>

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

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

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

          "Garden State Plaza Collection Period" shall mean, with respect to any
Garden State Plaza Master Servicer Remittance Date, any Trust Master Servicer
Remittance Date or any Distribution Date, the period commencing on the day
immediately following the Garden State Plaza Determination Date in the calendar
month preceding the month in which such Garden State Plaza Master Servicer
Remittance Date, such Trust Master Servicer Remittance Date or such Distribution
Date, as the case may be, occurs and ending on and including the Garden State
Plaza Determination Date in the calendar month in which such Garden State Plaza
Master Servicer Remittance Date, such Trust Master Servicer Remittance Date or
such Distribution Date, as the case may be, occurs.

          "Garden State Plaza Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

          "Garden State Plaza Controlling Party" shall mean, as of any date of
determination, the Garden State Plaza Majority Lenders, acting collectively to
exercise the rights and powers of the Garden State Plaza Majority Lenders under
the Garden State Plaza Co-Lender Agreement or this Agreement.

          "Garden State Plaza Custodial Account" shall mean the Loan Combination
Custodial Account created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the Garden State Plaza Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAMES OF
GARDEN STATE PLAZA NOTEHOLDERS], as their interests may appear".

          "Garden State Plaza Determination Date" shall mean the "Determination
Date" under the Garden State Plaza Co-Lender Agreement.

          "Garden State Plaza Loan Group" shall have the meaning assigned
thereto in the Preliminary Statement (and shall include any successor REO
Mortgage Loans with respect to the Garden State Plaza Mortgage Loans).

          "Garden State Plaza Majority Lenders" shall mean, as of any date of
determination, the "Majority Lenders" under the Garden State Plaza Co-Lender
Agreement.

          "Garden State Plaza Master Servicer Remittance Date" shall mean the
"Remittance Date" under the Garden State Plaza Co-Lender Agreement.

          "Garden State Plaza Mortgage Loan" shall mean the Garden State Plaza
Trust Mortgage Loans or any Garden State Plaza Non-Trust Mortgage Loan, as
applicable.

          "Garden State Plaza Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.


                                      -34-

<PAGE>

          "Garden State Plaza Non-Trust Mortgage Loan Noteholders" shall mean
the respective holders of the Garden State Plaza Non-Trust Mortgage Loans (or
any successor REO Mortgage Loans with respect thereto), including, if
applicable, the Garden State Plaza Note A-1/A-2 Non-Trust Mortgage Loan
Noteholder.

          "Garden State Plaza Non-Trust Mortgage Loan Securities" shall mean any
securities evidencing an interest in, or secured by, a Garden State Plaza
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

          "Garden State Plaza Non-Trust Mortgage Loan Securitization Agreement"
shall mean any agreement governing the securitization of a Garden State Plaza
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

          "Garden State Plaza Non-Trust Mortgage Loan Securitization Trust"
shall mean any commercial mortgage securitization trust similar to the
commercial mortgage securitization trust contemplated by this Agreement, that
from time to time holds a Garden State Plaza Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto.

          "Garden State Plaza Non-Trust Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement, provided that, if applicable,
such term shall also include the Garden State Plaza Note A-1 Non-Trust Mortgage
Loan or the Garden State Plaza Note A-2 Non-Trust Mortgage Loan.

          "Garden State Plaza Note A-1 Non-Trust Mortgage Loan" shall mean the
Garden State Plaza Note A-1 Trust Mortgage Loan if it has been removed from the
Trust Fund while the Garden State Plaza Note A-2 Trust Mortgage Loan remains in
the Trust Fund.

          "Garden State Plaza Note A-1 Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Garden State Plaza Note A-2 Non-Trust Mortgage Loan" shall mean the
Garden State Plaza Note A-2 Trust Mortgage Loan if it has been removed from the
Trust Fund while the Garden State Plaza Note A-1 Trust Mortgage Loan remains in
the Trust Fund.

          "Garden State Plaza Note A-2 Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Garden State Plaza Note A-1/A-2 Non-Trust Mortgage Loan Noteholder"
shall mean the holder of the Mortgage Note for either the Garden State Plaza
Note A-1 Non-Trust Trust Mortgage Loan or the Garden State Plaza Note A-2
Non-Trust Mortgage Loan, provided that the other such Garden State Plaza
Mortgage Loan remains in the Trust Fund.

          "Garden State Plaza Note A-3 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Garden State Plaza Note A-4 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.


                                      -35-

<PAGE>

          "Garden State Plaza Noteholders" shall mean, collectively, the holder
or holders of the Mortgage Notes for the Garden State Plaza Trust Mortgage
Loans, together with the Garden State Plaza Non-Trust Mortgage Loan Noteholders.

          "Garden State Plaza REO Account" shall mean the Loan Combination REO
Account created and maintained by the Special Servicer pursuant to Section 3.16
on behalf of the Garden State Plaza Noteholders, which shall be entitled "[NAME
OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF GARDEN STATE
PLAZA NOTEHOLDERS], as their interests may appear".

          "Garden State Plaza REO Mortgage Loan" shall mean any REO Mortgage
Loan relating to a Garden State Plaza Mortgage Loan.

          "Garden State Plaza REO Property" shall mean the Garden State Plaza
Mortgaged Property, at such time that it becomes an REO Property hereunder.

          "Garden State Plaza REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to either Garden State Plaza Trust Mortgage Loan.

          "Garden State Plaza Specially Designated Servicing Action" shall mean,
with respect to the Garden State Plaza Loan Group or any related REO Property,
any of the actions specified in clauses (i) through (xiv) of the first paragraph
of Section 3.02(a) of the Garden State Plaza Co-Lender Agreement.

          "Garden State Plaza Trust Mortgage Loans" shall have the respective
meanings assigned thereto in the Preliminary Statement, which mortgage loans are
identified, together as a single Trust Mortgage Loan, on the Trust Mortgage Loan
Schedule by loan number 1 and are, together with the Garden State Plaza
Non-Trust Mortgage Loans, secured by the same Mortgage on the Garden State Plaza
Mortgaged Property.

          "General Special Servicer" shall have the meaning assigned thereto in
Section 7.01(d).

          "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.

          "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 collections of Additional
Interest Received by the Trust with respect to the ARD Trust Mortgage Loans and
any successor REO Trust Mortgage Loans with respect thereto.

          "Grantor Trust Provisions" shall mean Subpart E of Part 1 of
Subchapter J of the Code, including Treasury regulations section
301.7701-4(c)(2).


                                      -36-

<PAGE>

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

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

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

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

          "Holder" shall mean a Certificateholder.

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

          "Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, each
Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Controlling
Class Certificateholder, any Non-Trust Mortgage 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, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, any Non-Trust Mortgage Loan Noteholder, or any Affiliate
thereof, and (iii) is not connected with the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, any Non-Trust Mortgage Loan Noteholder or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of the Depositor, a Mortgage Loan
Seller, the Master Servicer, the Special Servicer, a Controlling Class
Certificateholder, a Non-Trust Mortgage 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
Non-Trust Mortgage 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 (or, solely for the purposes of
each Early Defeasance Trust Mortgage Loan and any corresponding REO Property,
the related Loan REMIC) within the meaning of Section 856(d)(3) of the Code if
REMIC I (or, if applicable, the related Loan REMIC) were a real estate


                                      -37-

<PAGE>

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 Combination is
involved, to the related Serviced Non-Trust Mortgage Loan Noteholder(s)),
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 Combination is involved, by the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) 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 Administered
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 Administered 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
Administered 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 Deposit Mortgage Loans" shall mean each of the Mortgage Loans
identified on Schedule V hereto.

          "Initial Deposit" shall mean, with respect to each Initial Deposit
Mortgage Loan, the supplemental payment from the related Mortgage Loan Seller
identified on Schedule V hereto, in the amount specified for such Initial
Deposit Mortgage Loan on Schedule V hereto.

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

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

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

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

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

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


                                      -38-

<PAGE>

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

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

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

          "Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "Wells Fargo Bank, N.A. [OR THE NAME
OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of
LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage Pass-Through
Certificates, Series 2004-C4".

          "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs during February of 2005 or February of any year
thereafter or during January of 2005 or January of any year thereafter that is
not a leap year, an amount equal to one day's interest accrued at the related
Mortgage Rate (net of the related Additional Interest Rate in the case of an ARD
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto after the related Anticipated Repayment Date, and net of 0.015%, in the
case of the 666 Fifth Avenue Mortgage Loan or any 666 Fifth Avenue REO Trust
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 is
Received by the Trust in respect thereof for such Due Date as of the related
Determination Date or a P&I Advance is made under this Agreement in respect
thereof for such Due Date by such Distribution Date.

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

          "Interest Reserve REO Mortgage Loan" shall mean any REO Trust Mortgage
Loan as to which the predecessor Trust Mortgage Loan was an Interest Reserve
Mortgage Loan.

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

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


                                      -39-

<PAGE>

          "Investment Period" shall mean: (a) with respect to any investment of
funds in any Master Servicer Account (other than a Custodial Account) or any REO
Account, the period that ends at the close of business (New York City time) on
each Trust Determination Date (or, if the subject Investment Account relates
solely to a Serviced Loan Combination, on each related Loan Combination
Determination Date) and commences immediately following the end of the prior
such period (or, in the case of the first such period, commences on the Closing
Date); (b) with respect to any investment of funds in the Pool Custodial
Account, the Interest Reserve Account or the Excess Liquidation Proceeds
Account, the period that ends at the close of business (New York City time) on
the Business Day prior to each Trust Master Servicer Remittance Date and
commences immediately following the end of the prior such period (or, in the
case of the first such period, commences on the Closing Date); (c) with respect
to any investment of funds in any Loan Combination Custodial Account, the period
that ends at the close of business (New York City time) on the Business Day
prior to each related Loan Combination Master Servicer Remittance Date and
commences immediately following the end of the prior such period (or, in the
case of the first such period, commences on the Closing Date); and (d) with
respect to any investment of funds in the Collection Account, the period that
ends at the close of business (New York City time) on each Trust Master Servicer
Remittance Date and commences immediately following the end of the prior such
period (or, in the case of the first such period, commences on the Closing
Date); provided that, if and to the extent that the depository institution
maintaining any REO Account, Custodial Account or Trustee Account is the obligor
on any investment of funds in such Investment Account, and if such funds are to
be transferred to another Investment Account or distributed to
Certificateholders or any Serviced Non-Trust Mortgage Loan Noteholder on the
Business Day following the end of any particular Investment Period (determined
without regard to this proviso) for such investment, then such Investment Period
shall be deemed extended through such time on such next succeeding Business Day
when such transfer or distribution is to occur.

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

          "Late Collections" shall mean: (a) with respect to any Trust Mortgage
Loan, all amounts Received by the Trust in connection therewith during any
related 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 Trust Mortgage
Loan due or deemed due on a Due Date in a previous related 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 Trust Mortgage Loan, all amounts
Received by the Trust in connection with the related REO Property during any
related 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 Trust Mortgage Loan, or the principal and/or interest portions of an
Assumed Monthly Payment in respect of such REO Trust Mortgage Loan, due or
deemed due on a Due Date in a previous related Collection Period and not
previously recovered.

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

          "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of May 25, 2004, between the
LBHI Mortgage Loan Seller and the Depositor.


                                      -40-

<PAGE>

          "LBHI Mortgage Loan Seller" shall mean LBHI.

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

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

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

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

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

          "Liquidation Event" shall mean: (a) with respect to any Mortgage Loan,
any of the following events--(i) such Mortgage Loan is paid in full, (ii) a
Final Recovery Determination is made with respect to such Mortgage Loan, (iii)
in the case of a Serviced Trust Mortgage Loan, such Mortgage Loan is (A)
repurchased by the Depositor pursuant to Section 2.03 or by or on behalf of the
UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement (including a repurchase of an Early Defeasance Trust Mortgage Loan in
connection with the related Mortgagor's early exercise of its right to defease
the Mortgage Loan), (B) purchased by the Depositor, Lehman Brothers, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant
to Section 9.01 or (C) purchased by a Purchase Option Holder or its assignee
pursuant to Section 3.18, (iv) such Mortgage Loan is purchased by the holder of
a related mezzanine loan in connection with a Mortgage Loan default, as set
forth in the related intercreditor agreement, (v) in the case of a Serviced
Combination Trust Mortgage Loan or a Serviced Pari Passu Non-Trust Mortgage
Loan, such Mortgage Loan is purchased by a related Subordinate Non-Trust
Mortgage Loan Noteholder or its designee pursuant to the related Co-Lender
Agreement, or (vi) in the case of a Garden State Plaza Trust Mortgage Loan, such
Trust Mortgage Loan is purchased by a Garden State Plaza Note A-1/A-2 Non-Trust
Mortgage Loan Noteholder or its designee pursuant to Section 2.03(k); and (b)
with respect to any REO Property (and the related REO Mortgage Loan(s)), any of
the following events--(i) a Final Recovery Determination is made with respect to
such REO Property, (ii) such REO Property is purchased by the Depositor pursuant
to Section 2.03 or by or on behalf of the UBS Mortgage Loan Seller pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement, or (iii) such REO Property
is purchased by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01.

          "Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not otherwise
covered by Servicing Advances) in connection with the liquidation of any
Specially Serviced Mortgage Loan pursuant to Sections 3.09 or in connection with
the sale of a Specially Serviced Mortgage Loan or Administered REO Property in
accordance with Section 3.18, or in connection with the final payoff of a
Corrected Mortgage Loan


                                      -41-

<PAGE>

(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

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

          "Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Trust Mortgage 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, Condemnation Proceeds and REO Revenues) Received by the
Trust (or, in the case of the Serviced Loan Combination or any related
Administered REO Property, collected on behalf of the Trust and the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) in connection with: (i) the full
or partial liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Mortgage Loan, through trustee's sale, foreclosure
sale, REO Disposition or otherwise, exclusive of any portion thereof required to
be released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (ii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iii) the
purchase of a Specially Serviced Trust Mortgage Loan by a Purchase Option Holder
or its assignee pursuant to Section 3.18; (iv) the repurchase of a Trust
Mortgage Loan or REO Property by the Depositor pursuant to Section 2.03 or by or
on behalf of the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage
Loan Purchase Agreement (including a repurchase of an Early Defeasance Trust
Mortgage Loan in connection with the related Mortgagor's early exercise of its
right to defease the Mortgage Loan); (v) the purchase of a Trust 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 purchase of a Mortgage Loan by the holder of a related mezzanine
loan in connection with a Mortgage Loan default, as set forth in the related
intercreditor agreement; (vii) in the case of a Serviced Combination Trust
Mortgage Loan or a Serviced Pari Passu Non-Trust Mortgage Loan, the purchase of
such Mortgage Loan by a related Subordinate Non-Trust Mortgage Loan Noteholder
or its designee pursuant to the related Co-Lender Agreement; (viii) in the case
of a Garden State Plaza Trust Mortgage Loan, the purchase of such Trust Mortgage
Loan by a Garden State Plaza Note A-1/A-2 Non-Trust Mortgage Loan Noteholder or
its designee pursuant to Section 2.03(k); or (ix) except for purposes of Section
3.11(c), any Loss of Value Payments transferred from the Loss of Value Reserve
Fund to the Pool Custodial Account.

          "Loan Combination" shall mean the Garden State Plaza Loan Group, the
666 Fifth Avenue Loan Pair, the Two Penn Plaza Loan Group or the Tower Square
Loan Pair, as applicable.

          "Loan Combination Custodial Account" shall mean, with respect to each
Serviced Loan Combination, the segregated account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04A on behalf of the
holders of the Mortgage Loans included in such Serviced Loan Combination, which
shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may appear".

          "Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the Garden State Plaza
Collection Period with respect to the Garden State Plaza Loan Group and all
related matters, (ii) the 666 Fifth Avenue Collection Period with respect to the
666 Fifth Avenue Trust Mortgage Loan and all related matters, (iii) the Two Penn
Plaza


                                      -42-

<PAGE>

Collection Period with respect to the Two Penn Plaza Loan Group and all related
matters, and (iv) the Trust Collection Period with respect to the Tower Square
Loan Pair and all related matters.

          "Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the Garden State Plaza
Determination Date with respect to the Garden State Plaza Loan Group and all
related matters, (ii) the 666 Fifth Avenue Determination Date with respect to
the 666 Fifth Avenue Trust Mortgage Loan and all related matters, (iii) the Two
Penn Plaza Determination Date with respect to the Two Penn Plaza Loan Group and
all related matters, and (iv) the Trust Determination Date with respect to the
Tower Square Loan Pair and all related matters

          "Loan Combination Master Servicer Remittance Date" shall mean,
individually and collectively, as applicable in the context used, (i) the Garden
State Plaza Master Servicer Remittance Date with respect to the Garden State
Plaza Loan Group and all related matters, (ii) the Two Penn Plaza Master
Servicer Remittance Date with respect to the Two Penn Plaza Loan Group and all
related matters, and (iii) the Trust Master Servicer Remittance Date with
respect to the Tower Square Loan Pair and all related matters.

          "Loan Combination REO Account" shall mean, with respect to each
Serviced Loan Combination, the segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
holders of the Mortgage Loans included in such Serviced Loan Combination, which
shall be entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may appear".

          "Loan Combination Servicing Reports" shall mean, with respect to each
Serviced Loan Combination, each of the CMSA Delinquent Loan Status Report, CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Loan Level
Reserve/LOC Reserve, 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 only
the related Mortgaged Property or Properties or any related REO Property or
Properties, as the case may be, shall be the subject of such report.

          "Loan Combination-Specific Special Servicer" shall have the meaning
assigned thereto in Section 7.01(d).

          "Loan Component" shall mean, with respect to the Two Penn Plaza Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
either Component A-1-A or Component A-1-B thereof.

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

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

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


                                      -43-

<PAGE>

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

          "Loan REMIC" shall mean, with respect to any Early Defeasance Trust
Mortgage Loan, the segregated pool of assets, as to which a separate REMIC
election is to be made, consisting of: (i) such Trust Mortgage Loan (for so long
as it is subject to this Agreement) and all payments under and proceeds of such
Trust Mortgage Loan Received by the Trust after the Closing Date (other than
scheduled payments of interest and principal due on or before the Cut-off Date),
together with all documents included in the related Mortgage File; (ii) any REO
Property acquired in respect of such Trust Mortgage Loan (for so long as it is
subject to this Agreement) and all income and proceeds therefrom; (iii) such
funds or assets as from time to time are deposited in the Pool Custodial
Account, the Collection Account, the Interest Reserve Account and, if
established, the Pool REO Account with respect to such Trust Mortgage Loan; and
(iv) insofar as they relate to such Trust Mortgage Loan, the rights of the
Depositor under the UBS/Depositor Mortgage Loan Purchase Agreement (but only if
such Trust Mortgage Loan is a UBS Trust Mortgage Loan); provided that none of
the Loan REMICs shall include (x) any collections of Additional Interest, (y)
the Loss of Value Reserve Fund or any amounts on deposit therein or (z) any Loss
of Value Payments transferred to the Collection Account for distribution to the
Holders of the Class R-III Certificates on the Final Distribution Date.

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

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

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


                                      -44-

<PAGE>

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

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

          "Loss of Value Payment" shall have the meaning assigned thereto under
Section 2.03(e).

          "Loss of Value Reserve Fund" shall mean the "outside reserve fund"
(within the meaning of Treasury regulation section 1.860G-2(h)) designated as
such pursuant to Section 2.05(b) of this Agreement. The Loss of Value Reserve
Fund will be part of the Trust Fund but not part of the Grantor Trust or any
REMIC Pool.

          "Loss Reimbursement Amount" shall mean:

          (a) with respect to any Loan REMIC Regular Interest, for any
     Distribution Date, the excess, if any, of (i) the total amount of all
     reductions, if any, made in the related Uncertificated Principal Balance
     (without any corresponding deemed distribution of principal) on all prior
     Distribution Dates, if any, pursuant to Section 4.04(d), over (ii) the
     total amount reimbursed to REMIC I with respect to any Loss Reimbursement
     Amount for such Loan REMIC Regular Interest on all prior Distribution
     Dates, if any, pursuant to Section 4.01(l);

          (b) with respect to any REMIC I Regular Interest, for any Distribution
     Date, the excess, if any, of (i) the total amount of all reductions, if
     any, made in the related Uncertificated Principal Balance (without any
     corresponding deemed distribution of principal) on all prior Distribution
     Dates, if any, pursuant to Section 4.04(c), over (ii) the total amount
     reimbursed to REMIC II with respect to any Loss Reimbursement Amount for
     such REMIC I Regular Interest on all prior Distribution Dates, if any,
     pursuant to Section 4.01(k);

          (c) with respect to any REMIC II Regular Interest, for any
     Distribution Date, the excess, if any, of (i) the total amount of all
     reductions, if any, made in the related Uncertificated Principal Balance
     (without any corresponding deemed distribution of principal) on all prior
     Distribution Dates, if any, pursuant to Section 4.04(b), over (ii) the sum
     of (A) the total amount reimbursed to REMIC III with respect to any Loss
     Reimbursement Amount for such REMIC II Regular Interest on all prior
     Distribution Dates, if any, pursuant to Section 4.01(j), plus (B) the total
     amount reinstated to the Uncertificated Principal Balance of such REMIC II
     Regular Interest on all prior Distribution Dates, if any, pursuant to
     Section 4.05(c); and

          (d) with respect to any Class of Principal Balance Certificates, for
     any Distribution Date, the total amount of (i) all reductions, if any, made
     in the related Class Principal Balance (without any corresponding
     distribution of principal) on all prior Distribution Dates, if any,
     pursuant to Section 4.04(a), over (ii) the sum of (A) the total amount of
     such reductions reimbursed to the Holders of such Class of Certificates
     with respect to any related Loss Reimbursement Amount on all prior
     Distribution Dates, if any, pursuant to Section 4.01(a) or Section 4.01(b),
     as applicable, plus (B) the total amount of such reductions reinstated to
     the Class Principal Balance of such Class of Certificates on all prior
     Distribution Dates, if any, pursuant to Section 4.05(a).


                                      -45-

<PAGE>

          "LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of May 25, 2004, between LBHI,
LUBS Inc. as mortgage loan seller and the Depositor.

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

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

          "Majority Controlling Class Certificateholder(s)" shall mean any
single Holder or group of Holders (or any single Certificate Owner or group of
Certificate Owners) of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class.

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

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

          "Master Servicer Backup Certification" shall have the meaning assigned
thereto in Section 8.15(h).

          "Master Servicer Certification" shall have the meaning assigned
thereto in Section 2.01(d).

          "Master Servicer Remittance Amount" shall mean, with respect to any
Trust Master Servicer Remittance Date, an amount equal to: (a) the sum of the
aggregate amount of all payments and other collections on or with respect to the
Trust Mortgage Loans and any related REO Properties (including Loss of Value
Payments and, in the case of the initial Distribution Date, the Initial
Deposits) that (i) were Received by the Trust as of the close of business on the
immediately preceding applicable Determination Date and (ii) 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 Trust Master Servicer Remittance Date, including
any such payments and other collections transferred or required to be
transferred to the Pool Custodial Account from the Pool REO Account (if
established) and/or a Loan Combination Custodial Account, 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 (or, in the case of
a Monthly Payment that is due on a Due Date in the same month as such Trust
Master Servicer Remittance Date but subsequent to the end of the related
Collection Period, following the end of the calendar month in which such Trust
Master Servicer Remittance Date occurs), (ii) any amount payable or reimbursable
to any Person from the Pool Custodial Account pursuant to clauses (ii) through
(xviii) of Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any
amounts deposited in the Pool Custodial Account in error.

          "Master Servicer Remittance Date" shall mean, individually and
collectively, as applicable in the context used, (i) the related Loan
Combination Master Servicer Remittance Date with respect to each Serviced Loan
Combination and all related matters, and (ii) the Trust Master Servicer
Remittance Date with respect to the Mortgage Pool (exclusive of the Garden State
Plaza Trust Mortgage Loan, the Two Penn Plaza Trust Mortgage


                                      -46-

<PAGE>

Loan, the Tower Square Trust Mortgage Loan and any REO Trust Mortgage Loans with
respect to the foregoing Trust Mortgage Loans) and all related matters.

          "Master Servicing Fee" shall mean, with respect to each Serviced
Mortgage Loan (and any successor REO Mortgage Loan with respect thereto) and the
666 Fifth Avenue Trust Mortgage Loan and any 666 Fifth Avenue REO Trust Mortgage
Loan, 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 each
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage Loan with
respect thereto), a rate per annum equal to the related Administrative Cost Rate
minus the Trustee Fee Rate; (b) with respect to the 666 Fifth Avenue Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
0.015% per annum; (c) with respect to each Garden State Plaza Non-Trust Mortgage
Loan (and any successor REO Mortgage Loans with respect thereto), 0.02% per
annum; (d) with respect to the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), 0.015% per annum,
(e) with respect to each Two Penn Plaza Subordinate Non-Trust Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), 0.01% per annum, and (f)
with respect to the Tower Square Non-Trust Mortgage Loan (and any successor REO
Mortgage Loan with respect thereto), 0.015% 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 Mortgage Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to Section 3.20 in a manner that:

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

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

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

          "Monthly Payment" shall mean, with respect to any Mortgage Loan, as of
any Due Date, the scheduled monthly debt service payment (or, in the case of an
ARD Mortgage Loan after its Anticipated Repayment Date, the monthly debt service
payment required to be paid on a current basis) on such Mortgage Loan that is
actually payable by the related Mortgagor from time to time under the


                                      -47-

<PAGE>

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 666 Fifth Avenue Trust Mortgage Loan, by the applicable 666 Fifth Avenue
Servicer pursuant to the 666 Fifth Avenue Servicing Agreement), including any
Balloon Payment payable in respect of such Mortgage Loan on such Due Date;
provided that the Monthly Payment due in respect of any Mortgage Loan shall not
include Default Interest; and provided, further, that the Monthly Payment due in
respect of any ARD Mortgage Loan after its Anticipated Repayment Date shall not
include Additional Interest; and provided, further, that if the related loan
documents for any Serviced Loan Combination provide for a single monthly debt
service payment for the entire such Loan Combination, then the Monthly Payment
for each Mortgage Loan comprising such Loan Combination for any Due Date shall
be that portion of the monthly debt service payment for such Loan Combination
and such Due Date that is, in accordance with the related loan documents and/or
the related Co-Lender Agreement, in the absence of default, allocable to
interest at the related Mortgage Rate on and/or principal of the subject
Mortgage Loan comprising such Loan Combination.

          "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, any
Fiscal Agent, the Master Servicer and the Special Servicer, and specific ratings
of Moody's Investors Service, Inc. herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.

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

          "Mortgage File" shall mean:

          (a) with respect to any Serviced Trust Mortgage Loan and, in the case
of each Serviced Loan Combination, also with respect to each Serviced Non-Trust
Mortgage Loan that is part of such Loan Combination, the following documents
collectively (which, in the case of each Serviced Loan Combination, except for
the Mortgage Notes referred to in clause (a)(i) of this definition and any
modifications thereof referred to in clause (a)(vi) of this definition, relate
to the entire such Loan Combination, including, in the case of the Garden State
Plaza Loan Group, both Garden State Plaza Trust Mortgage Loans):

          (i)  (A) the original executed Mortgage Note for such Trust Mortgage
               Loan, endorsed (without recourse, representation or warranty,
               express or implied) to the order of "Wells Fargo Bank, N.A., as
               trustee for the registered holders of LB-UBS Commercial Mortgage
               Trust 2004-C4, Commercial Mortgage Pass-Through Certificates,
               Series 2004-C4" 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 each Serviced Loan
               Combination, a


                                      -48-

<PAGE>

               copy of the executed Mortgage Note for each Serviced Non-Trust
               Mortgage Loan in such Loan Combination;

          (ii) an original or a 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 a 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 "Wells Fargo Bank, N.A., in its capacity as trustee
               for the registered holders of LB-UBS Commercial Mortgage Trust
               2004-C4, Commercial Mortgage Pass-Through Certificates, Series
               2004-C4" (or, in the case of a Serviced Loan Combination, in
               favor of "Wells Fargo Bank, N.A., in its capacity as trustee for
               the registered holders of LB-UBS Commercial Mortgage Trust
               2004-C4, Commercial Mortgage Pass-Through Certificates, Series
               2004-C4, and in its capacity as lead lender on behalf of the
               [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
               NOTEHOLDER(S)]") (or, in each case, a copy thereof, certified to
               be the copy of such assignment submitted for recording);

          (v)  an original or a copy of the assignment of all unrecorded
               documents relating to such Trust Mortgage Loan, in favor of
               "Wells Fargo Bank, N.A., as trustee for the registered holders of
               LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C4" (or, in the case of a
               Serviced Loan Combination, in favor of "Wells Fargo Bank, N.A.,
               in its capacity as trustee for the registered holders of LB-UBS
               Commercial Mortgage Trust 2004-C4, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C4, and in its capacity as
               lead lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
               MORTGAGE LOAN NOTEHOLDER(S)]");

          (vi) the original or a copy of the policy or certificate of lender's
               title insurance issued in connection with such Trust 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);

          (vii) an original or a copy of the Ground Lease relating to such Trust
               Mortgage Loan, if any;

          (viii) an original or a copy of the loan agreement for such Trust
               Mortgage Loan, if any;


                                      -49-

<PAGE>

          (ix) an original of the related guaranty of payment under such Trust
               Mortgage Loan, if any;

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

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

          (xii) a copy of the original letter of credit in connection with such
               Trust Mortgage Loan, if any;

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

          (xiv) only if such Trust Mortgage Loan is secured by a nursing
               facility or hospitality property (as identified on Schedule VI
               hereto), filed copies (with evidence of filing) of any prior
               effective UCC Financing Statements in favor of the originator of
               such Trust Mortgage Loan or in favor of any assignee prior to the
               Trustee (but only to the extent the related Mortgage Loan Seller
               had possession of such UCC Financing Statements prior to the
               Closing Date) and an original assignment thereof, as appropriate,
               in form suitable for filing, in favor of "Wells Fargo Bank, N.A.,
               in its capacity as trustee for the registered holders of LB-UBS
               Commercial Mortgage Trust 2004-C4, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C4" (or, in the case of a
               Serviced Loan Combination, in favor of "Wells Fargo Bank, N.A.,
               in its capacity as trustee for the registered holders of LB-UBS
               Commercial Mortgage Trust 2004-C4, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C4, and in its capacity as
               lead lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
               MORTGAGE LOAN NOTEHOLDER(S)]");

          (xv) an original or a 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;

          (xvi) 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
               (a)(iv) or clause (a)(v) of this definition), in favor of "Wells
               Fargo Bank, N.A., in its capacity as trustee for the registered
               holders of LB-UBS Commercial Mortgage Trust 2004-C4, Commercial
               Mortgage Pass-Through Certificates, Series 2004-C4" (or, in the
               case of a Serviced Loan Combination, in favor of "Wells Fargo
               Bank, N.A., in its capacity as trustee for


                                      -50-

<PAGE>

               the registered holders of LB-UBS Commercial Mortgage Trust
               2004-C4, Commercial Mortgage Pass-Through Certificates, Series
               2004-C4, and in its capacity as lead lender on behalf of the
               [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
               NOTEHOLDER(S)]");

          (xvii) if such Trust Mortgage Loan is a Serviced Combination Trust
               Mortgage Loan, a copy of the related Co-Lender Agreement;

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

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

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

          (b) with respect to the 666 Fifth Avenue Trust Mortgage Loan, the
     following documents collectively:

               (i)  the original executed Mortgage Note for such Trust Mortgage
                    Loan, endorsed (without recourse, representation or
                    warranty, express or implied) to the order of "Wells Fargo
                    Bank, N.A., as trustee for the registered holders of LB-UBS
                    Commercial Mortgage Trust 2004-C4, Commercial Mortgage
                    Pass-Through Certificates, Series 2004-C4" 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 666 Fifth Avenue Co-Lender Agreement;
                    and

               (iii) a copy of the 666 Fifth Avenue 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)(vii) through (a)(xiv) of this definition and (a)(xvi)
through (a)(xx) 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 any Trust Mortgage Loan or Non-Trust
Mortgage Loan. As used herein, the term "Mortgage Loan" includes the related
Mortgage Note, Mortgage and other security documents contained in the related
Mortgage File or otherwise held on behalf of the Trust and/or any affected
Non-Trust Mortgage Loan Noteholder(s), as applicable, including, in the case of
the 666 Fifth Avenue Loan Pair, any such documents held by or on behalf of the
666 Fifth Avenue Non-Trust Mortgage Loan Noteholder.


                                      -51-

<PAGE>

          "Mortgage Loan Origination Documents" shall mean, with respect to any
Serviced Trust Mortgage Loan, any of the following documents (other than any
document that constitutes part of the Mortgage File for such Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust Mortgage Loan:
copies of any final appraisal, final survey, final engineering report, final
environmental report, opinion letters of counsel to the related mortgagor
delivered in connection with the closing of such Serviced Trust Mortgage Loan,
escrow agreements, organization documentation for the related mortgagor,
organizational documentation for any related guarantor or indemnitor, if the
related guarantor or indemnitor is an entity, insurance certificates, leases for
tenants representing 25% or more of the annual income with respect to the
related Mortgaged Property, final seismic report and property management
agreements, but, in each case, only if the subject document (a) was in fact
obtained in connection with the origination of such Serviced Trust Mortgage
Loan, (b) relates to the administration or servicing of such Serviced Trust
Mortgage Loan, (c) is reasonably necessary for the ongoing administration and/or
servicing of such Serviced Trust Mortgage Loan by the Master Servicer or Special
Servicer in connection with its duties under this Agreement, and (d) is in the
possession or under the control of the Depositor (if such Serviced Trust
Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(if such Serviced Trust Mortgage Loan is a UBS Trust Mortgage Loan), as
applicable; provided that neither the Depositor nor the UBS Mortgage Loan Seller
shall be required to deliver any draft documents, privileged or other
communications, credit underwriting or due diligence analyses or information,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations.

          "Mortgage Loan Purchase Agreements" shall mean the LBHI/Depositor
Mortgage Loan Purchase Agreement, the LUBS/Depositor Mortgage Loan Purchase
Agreement and the UBS/Depositor Mortgage Loan Purchase Agreement.

          "Mortgage Loan Seller" shall mean the LBHI Mortgage Loan Seller, the
LUBS Mortgage Loan Seller or the UBS Mortgage Loan Seller, as applicable.

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

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

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


                                      -52-

<PAGE>

principal portion of the Monthly Payment, and any Prepayment Premium, Yield
Maintenance Charge or Excess Defeasance Deposit Proceeds received.

          "Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the related annualized
rate at which interest is scheduled (in the absence of a default) to accrue on
such Mortgage Loan from time to time in accordance with the related Mortgage
Note and applicable law, as such rate may be modified in accordance with Section
3.20 (or, in the case of the 666 Fifth Avenue Trust Mortgage Loan, by the
applicable 666 Fifth Avenue Servicer in accordance with the 666 Fifth Avenue
Servicing Agreement) or in connection with a bankruptcy, insolvency or similar
proceeding involving the related Mortgagor. In the case of each of the Two Penn
Plaza Trust Mortgage Loan, the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan
and any successor REO Mortgage Loans with respect to the foregoing two Mortgage
Loans, the annualized rate referred to in the preceding sentence is the weighted
average of the component interest rates for the subject Mortgage Loan or REO
Mortgage Loan, as the case may be. In the case of each ARD Mortgage Loan, the
related Mortgage Rate shall increase in accordance with the related Mortgage
Note if the particular loan is not paid in full by its Anticipated Repayment
Date.

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

          "Mortgagor" shall mean, individually and collectively, as the context
may require, the primary obligor or obligors under a Mortgage Note, including
any Person that has acquired the related Mortgaged Property and assumed the
obligations of the original obligor under the Mortgage Note, but excluding
guarantors.

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

          "Net Default Charges" shall have, with respect to any Trust Mortgage
Loan or REO Trust Mortgage Loan, the meaning assigned thereto in Section
3.26(a).

          "Net Investment Earnings" shall mean, with respect to any Investment
Account for any related Investment Period, the amount, if any, by which the
aggregate of all interest and other income realized during such Investment
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 Investment 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 related Investment Period, the amount by which the aggregate of
all losses, if any, incurred during such


                                      -53-

<PAGE>

Investment 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 Investment Period on such funds (exclusive, in the
case of a Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of any portion of such interest or other income payable to a Mortgagor
in accordance with the related loan documents and applicable law).

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

          "Net Prepayment Consideration" shall mean the Prepayment Consideration
Received by the Trust (or, if applicable, on behalf of a Serviced Non-Trust
Mortgage Loan Noteholder) 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 an 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 Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s).

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

          "Nonrecoverable P&I Advance" shall mean:

          (1)  any P&I Advance previously made or proposed to be made in respect
               of any Trust Mortgage Loan or REO Trust Mortgage Loan by the
               Master Servicer, the Trustee or any 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 Trust
               Mortgage Loan or REO Trust Mortgage Loan, as the case may be; and

          (2)  any P&I Advance previously made or proposed to be made in respect
               of any Specially Serviced Trust Mortgage Loan or any REO Trust
               Mortgage Loan that the Special Servicer has determined, in
               accordance with the Servicing Standard, 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 Specially Serviced Trust Mortgage Loan or REO
               Trust Mortgage Loan, as the case may be.

          "Nonrecoverable Servicing Advance" shall mean:

          (1)  any Servicing Advance previously made or proposed to be made in
               respect of any Serviced Mortgage Loan or Administered REO
               Property by the Master Servicer, the Special Servicer, the
               Trustee or any Fiscal Agent, which Servicing Advance


                                      -54-

<PAGE>

               such party has determined, in its reasonable, good faith
               judgment, will not be ultimately recoverable from late payments,
               Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
               or any other recovery on or in respect of such Mortgage Loan (or,
               if such Mortgage Loan is part of a Serviced Loan Combination, on
               or in respect of such Loan Combination) or such REO Property, as
               the case may be; and

          (2)  any Servicing Advance previously made or proposed to be made in
               respect of any Specially Serviced Mortgage Loan or Administered
               REO Property by the Master Servicer, the Special Servicer, the
               Trustee or any Fiscal Agent, that the Special Servicer has
               determined, in accordance with the Servicing Standard, 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 Specially Serviced Mortgage
               Loan (or, if such Mortgage Loan is part of a Serviced Loan
               Combination, on or in respect of such Loan Combination) or such
               Administered REO Property, as the case may be.

          "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class X, Class A-1b, 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, Class R-LR and Class V Certificates are Non-Registered
Certificates.

          "Non-Trust Mortgage Loan" shall mean any Garden State Plaza Non-Trust
Mortgage Loans, the 666 Fifth Avenue Non-Trust Mortgage Loan, any Two Penn Plaza
Non-Trust Mortgage Loan or the Tower Square Non-Trust Mortgage Loan, as
applicable.

          "Non-Trust Mortgage Loan Noteholders" shall mean any Garden State
Plaza Non-Trust Mortgage Loan Noteholder, the 666 Fifth Avenue Non-Trust
Mortgage Loan Noteholder, any Two Penn Plaza Non-Trust Mortgage Loan Noteholder
or the Tower Square Non-Trust Mortgage Loan Noteholder, as applicable.

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

          "Offering Memorandum" shall mean the Offering Memorandum dated May 25,
2004, relating to the Class X, Class A-1b, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates.

          "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 any 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.


                                      -55-

<PAGE>

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

          "Original Class Notional Amount" shall mean the initial Class Notional
Amount of the Class X Certificates as of the Closing Date, which shall equal
$1,411,730,586.

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

          "Pari Passu Mortgage Loans" shall mean the Garden State Plaza Mortgage
Loans, the 666 Fifth Avenue Mortgage Loans and the Two Penn Plaza Pari Passu
Mortgage Loans, as applicable.

          "Pari Passu Non-Trust Mortgage Loans" shall mean the Garden State
Plaza Non-Trust Mortgage Loans, the 666 Fifth Avenue Non-Trust Mortgage Loan and
the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan.

          "Pass-Through Rate" shall mean:

          (a) with respect to the Class A-1 Certificates for any Interest
Accrual Period, 3.825% per annum;

          (b) with respect to the Class A-2 Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the Weighted Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii) 4.567% per
annum;

          (c) with respect to the Class A-3 Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period, minus 0.150% per annum;


                                      -56-

<PAGE>

          (d) with respect to the Class A-4 Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period;

          (e) with respect to the Class A-1b Certificates for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period, minus 0.113% per annum;

          (f) with respect to the Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J and Class K Certificates for any Interest Accrual
Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate for
such Interest Accrual Period;

          (g) with respect to the Class L, Class M, Class N, Class P, Class Q,
Class S and Class T Certificates for any Interest Accrual Period, an annual rate
equal to the lesser of (i) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period and (ii) 5.300% per annum;

          (h) with respect to any REMIC III Component of the Class X
Certificates for any Interest Accrual Period, an annual rate equal to the
excess, if any, of the REMIC II Remittance Rate over the Adjusted REMIC II
Remittance Rate with respect to such REMIC III Component's Corresponding REMIC
II Regular Interest for such Interest Accrual Period; and

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

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

          "Performing Serviced Trust Mortgage Loan" shall mean any Trust
Mortgage Loan that is a Performing Serviced Mortgage Loan.

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


                                      -57-

<PAGE>

          "Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of the Trustee
(in its individual capacity) 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 and
               S&P (and, if applicable, Fitch) (or, in the case of either Rating
               Agency (and, if applicable, Fitch), such lower rating as will not
               result in an Adverse Rating Event with respect to any Class of
               Certificates or any class of Serviced Pari Passu Non-Trust
               Mortgage Loan Securities that is rated by such Rating Agency
               (and, if applicable, by Fitch), as evidenced in writing by such
               Rating Agency (and, if applicable, by Fitch)). 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 and S&P (and, if applicable, Fitch) (or, in the
               case of either Rating Agency (and, if applicable, Fitch), such
               lower rating as will not result in an Adverse Rating Event with
               respect to any Class of Certificates or any class of Serviced
               Pari Passu Non-Trust Mortgage Loan Securities that is rated by
               such Rating Agency (and, if applicable, by Fitch), as evidenced
               in writing by such Rating Agency (and, if applicable, by Fitch)).
               In addition, any such item by its terms must have a predetermined
               fixed dollar amount of principal due at maturity that cannot vary
               or change. Interest may either be fixed or variable. If such
               interest is variable, interest must be tied to a single interest
               rate index plus a single fixed spread (if any), and move
               proportionately with that index;

          (iv) commercial paper (having original maturities of not more than 90
               days) of any corporation incorporated under the laws of the
               United States or any state thereof (or if not so incorporated,
               the commercial paper is United States Dollar


                                      -58-

<PAGE>

               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 and
               S&P (and, if applicable, Fitch) (or, in the case of either Rating
               Agency (and, if applicable, Fitch), such lower rating as will not
               result in an Adverse Rating Event with respect to any Class of
               Certificates or any class of Serviced Pari Passu Non-Trust
               Mortgage Loan Securities that is rated by such Rating Agency
               (and, if applicable, by Fitch), as evidenced in writing by such
               Rating Agency (and, if applicable, by Fitch)). 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 and S&P (and, if applicable,
               Fitch) (or, in the case of either Rating Agency (and, if
               applicable, Fitch), such lower rating as will not result in an
               Adverse Rating Event with respect to any Class of Certificates or
               any class of Serviced Pari Passu Non-Trust Mortgage Loan
               Securities that is rated by such Rating Agency (and, if
               applicable, by Fitch), as evidenced in writing by such Rating
               Agency (and, if applicable, by Fitch)) 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 (and, if applicable, Fitch), evidence of which
               acceptability shall be (1) in the case of either Rating Agency
               (and, if applicable, Fitch), evidenced in a writing by such
               Rating Agency (and, if applicable, by Fitch) to the effect that
               such obligation or security will not result in an Adverse Rating
               Event with respect to any Class of Certificates or any class of
               Serviced Pari Passu Non-Trust Mortgage Loan Securities that is
               rated by such Rating Agency (and, if applicable, by Fitch), or
               (2) otherwise evidenced in a writing by each Rating Agency (and,
               if applicable, by Fitch) 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; and provided, further, that the term "(and, if
applicable, Fitch)" in this definition shall mean that if any class of related
Serviced Pari Passu Non-Trust Mortgage Loan Securities is rated by Fitch,
Fitch's rating shall be applicable.

          "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


                                      -59-

<PAGE>

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

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

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

          "Plurality Residual Interest Certificateholder" shall mean, as to any
taxable year of any REMIC Pool, the Holder of Certificates evidencing the
largest Percentage Interest in the related Class of Residual Interest
Certificates.

          "PNC" shall mean PNC Bank, National Association.

          "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 Wells Fargo Bank, N.A. [OR
THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
Pass-Through Certificates, Series 2004-C4, 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 Wells Fargo Bank, N.A. [OR THE NAME OF ANY
SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial Mortgage Trust 2004-C4, Commercial Mortgage Pass-Through
Certificates, Series 2004-C4, Pool REO Account".

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

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

          "Prepayment Consideration Entitlement" shall mean:

          (i) with respect to (A) any Distribution Date on which any Net
     Prepayment Consideration Received by the Trust on any Group 1 Trust
     Mortgage Loan (or any successor


                                      -60-

<PAGE>

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

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

          For purposes of the foregoing, to the extent that distributions of
principal on any Class of Principal Balance Certificates could be made from
principal amounts allocable to either Loan Group, the Trustee shall assume that
those distributions of principal on that Class of Principal Balance Certificates
are made from principal amounts allocable to each Loan Group, on a pro rata
basis in accordance with the respective principal amounts allocable to each Loan
Group that were available for distributions of principal on that Class. In
connection therewith, (i) distributions of principal made with respect to the
Class A-1b Certificates, pursuant to subclause (i) of clause second of Section
4.01(a), on any Distribution Date prior to both the Class A Principal
Distribution Cross-Over Date and the Final Distribution Date, shall be deemed
made solely from principal amounts allocable to Loan Group No. 2, and (ii) all
other distributions of principal made with respect to any Class of Principal
Balance Certificates, pursuant to Section 4.01(a), 4.01(b) or 9.01, on any
Distribution Date, shall be deemed made from principal amounts allocable to both
Loan Groups (net of any principal amounts allocable to


                                      -61-

<PAGE>

Loan Group No. 2 that may have been applied on such Distribution Date as
contemplated by clause (i) of this sentence).

          "Prepayment Interest Excess" shall mean: (a) with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or in part made
(or, if resulting from the application of Insurance Proceeds or Condemnation
Proceeds, any other early recovery of principal received) after its Due Date in
any applicable 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 Consideration that may have been collected and, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, further exclusive of any
Additional Interest); and (b) with respect to the 666 Fifth Avenue Trust
Mortgage Loan, a "Prepayment Interest Excess" in respect thereof under, and
within the meaning of, the 666 Fifth Avenue Servicing Agreement (net of related
Master Servicing Fees).

          "Prepayment Interest Shortfall" shall mean: (a) with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or in part made
(or, if resulting from the application of Insurance Proceeds or Condemnation
Proceeds, any other early recovery of principal received) prior to its Due Date
in any applicable Collection Period, the amount of interest, to the extent not
collected from the related Mortgagor or otherwise (without regard to any
Prepayment Consideration that may have been collected), that would have accrued
at a rate per annum equal to the related Mortgage Rate (reduced by the related
Master Servicing Fee Rate and, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, the related Additional Interest Rate) on the amount
of such Principal Prepayment during the period from the date to which interest
was paid by the related Mortgagor to, but not including, such Due Date; and (b)
with respect to the 666 Fifth Avenue Trust Mortgage Loan, a "Prepayment Interest
Shortfall" in respect thereof under, and within the meaning of, the 666 Fifth
Avenue Servicing Agreement (reduced by the related Master Servicing Fees).

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

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

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


                                      -62-

<PAGE>

          "Principal Balance Certificate" shall mean any Regular Interest
Certificate (other than a Class X 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 Trust 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 Trust 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 Trust 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 Trust Mortgage
Loans during the related Collection Period that were identified and applied by
the Master Servicer as recoveries of principal of such Trust Mortgage Loans, in
each case exclusive of any portion of such proceeds that represents a Late
Collection of principal due on or before the Cut-off Date or for which a P&I
Advance was previously made under this Agreement for a prior Distribution Date;

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

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

provided that none of the amounts set forth in clauses (a) through (f) of this
definition shall represent amounts received, due or advanced on or in respect of
any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

          "Principal Prepayment" shall mean any voluntary payment of principal
made by or on behalf of the Mortgagor on a Mortgage Loan that is received in
advance of its scheduled Due Date, that is Received by the Trust and that is not
accompanied by an amount of interest (without regard to any Prepayment
Consideration 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.


                                      -63-

<PAGE>

          "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 May 25, 2004, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

          "Prospectus Supplement" shall mean the prospectus supplement dated May
25, 2004, relating to the Registered Certificates.

          "PTCE" shall mean prohibited transaction class exemption.

          "PTE" shall mean prohibited transaction exemption.

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

          "Purchase Price" shall mean, with respect to any Trust Mortgage Loan
(or REO Property or, in the case of any REO Property that relates to a Loan
Combination, the Trust's interest therein), a cash price equal to the aggregate
of: (a) the outstanding principal balance of such Trust Mortgage Loan (or, in
the case of an REO Property, the related REO Trust Mortgage Loan) as of the date
of purchase, (b) all accrued and unpaid interest on such Trust Mortgage Loan
(or, in the case of an REO Property, the related REO Trust Mortgage Loan) to,
but not including, the Due Date in the applicable 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 Trust Mortgage Loan (or,
in the case of an REO Property, any successor REO Trust Mortgage Loan with
respect thereto) after its Anticipated Repayment Date, Additional Interest), (c)
all related unreimbursed Servicing Advances with respect to such Trust Mortgage
Loan (or REO Property), if any, together with the amount of any Servicing
Advance (and accrued interest thereon in accordance with Section 3.11(g)) with
respect to such Trust Mortgage Loan (or REO Property) that has been previously
reimbursed as a Nonrecoverable Advance out of general collections of principal
on the Mortgage Pool (but only to the extent such amounts have not been
reimbursed to the Trust), (d) all accrued and unpaid interest, if any, in
respect of related Advances in accordance with, as applicable, Section 3.11(g)
and/or Section 4.03(d), and (e) in the case of a repurchase by the Depositor
pursuant to Section 2.03 or by the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, (i) to the extent not otherwise
included in the amount described in clause (d) of this definition, any unpaid
Special Servicing Fees and other Additional Trust Fund Expenses with respect to
such Trust Mortgage Loan (or REO Property), including any Liquidation Fee that
may be payable because the subject repurchase occurred subsequent to the
expiration of the Seller/Depositor Resolution Period for the Material Document
Defect or Material Breach, as applicable, that gave rise to the repurchase, and
(ii) to the extent not otherwise included in the amount described in clause (c)
of this definition, any costs and expenses incurred by the Master Servicer, the
Special Servicer or the Trustee (on behalf of the Trust) in enforcing the
obligation of such Person to purchase such Mortgage Loan; provided that, in the
case of a Trust Mortgage Loan that is part of a Loan Combination, the Purchase
Price calculated above may be reduced (subject to the provisions of the related
Co-Lender Agreement) by any related unpaid Master Servicing Fees, unreimbursed
Advances and/or, to the extent included therein pursuant to clause (d) above,
unpaid interest on Advances which, following the subject purchase, will continue
to be payable or reimbursable under the


                                      -64-

<PAGE>

related Co-Lender Agreement and/or any successor servicing agreement to the
Master Servicer and/or the Special Servicer in respect of such Trust Mortgage
Loan (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
Combination, for purposes of Section 3.18, Section 6.11, Section 6.12, Section
6.13 and Section 6.14, the Purchase Price for such REO Property shall instead
equal the aggregate of the amounts described in clauses (a), (b), (c) and (d)
above with respect to all of the REO Mortgage Loans comprising such Loan
Combination.

          "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.

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

          "Rated Final Distribution Date" shall mean: (a) with respect to the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1b Certificates, the
Distribution Date in June 2029; and (b) with respect to the other Classes of
Principal Balance Certificates (exclusive of the Class T Certificates), the
Distribution Date in June 2036.

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

          "Realized Loss" shall mean:

          (1) with respect to each Mortgage Loan as to which a Final Recovery
     Determination has been made, or with respect to any successor REO Mortgage
     Loan as to which a Final Recovery Determination has been made as to the
     related REO Property, an amount (not less than zero) equal to the excess,
     if any, of (a) the sum of (i) the unpaid principal balance of such Mortgage
     Loan or REO Mortgage Loan, as the case may be, as of the commencement of
     the applicable Collection Period in which the Final Recovery Determination
     was made, plus (ii) without taking into account the amount described in
     subclause (1)(b) of this definition, all accrued but unpaid interest on
     such Mortgage Loan or such REO Mortgage Loan, as the case may be, to but
     not including the Due Date in the applicable Collection Period in which the
     Final Recovery Determination was made (exclusive, however, of any portion
     of such accrued but unpaid interest that represents Default Interest or, in
     the case of an ARD Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto after its Anticipated Repayment Date, Additional
     Interest), over (b) all payments and proceeds, if any, received in respect
     of such Mortgage Loan or, to the extent allocable to such REO Mortgage
     Loan, the related REO Property, as the case may be, during the applicable
     Collection Period in which such Final Recovery Determination was made,
     insofar as such payments and proceeds are allocable to interest (other than
     Default Interest and Additional Interest) on or principal of such Mortgage
     Loan or REO Mortgage Loan; provided that, in the case of the 666 Fifth
     Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Trust Mortgage Loan,
     references to "Collection Period" in this clause (1) shall mean the "666
     Fifth Avenue Underlying Collection Period";


                                      -65-

<PAGE>

          (2) with respect to each Mortgage Loan as to which any portion of the
     principal or previously accrued interest payable thereunder was canceled in
     connection with a bankruptcy or similar proceeding involving the related
     Mortgagor or a modification, extension, waiver or amendment of such
     Mortgage Loan granted or agreed to by the Special Servicer pursuant to
     Section 3.20 (or, in the case of the 666 Fifth Avenue Trust Mortgage Loan,
     by the applicable 666 Fifth Avenue Servicer pursuant to the 666 Fifth
     Avenue Servicing Agreement), the amount of such principal and/or interest
     (other than Default Interest and, in the case of an ARD Mortgage Loan after
     its Anticipated Repayment Date, Additional Interest) so canceled;

          (3) with respect to each Mortgage Loan as to which the Mortgage Rate
     thereon has been permanently reduced and not recaptured for any period in
     connection with a bankruptcy or similar proceeding involving the related
     Mortgagor or a modification, extension, waiver or amendment of such
     Mortgage Loan granted or agreed to by the Special Servicer pursuant to
     Section 3.20 (or, in the case of the 666 Fifth Avenue Trust Mortgage Loan,
     by the applicable 666 Fifth Avenue Servicer pursuant to the 666 Fifth
     Avenue 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); and

          (4) with respect to any Trust Mortgage Loan or REO Trust Mortgage
     Loan, to the extent not otherwise taken into account as part of a Realized
     Loss determined pursuant to any of clauses (1), (2) and (3) of this
     definition, the amount of any related Advance that is reimbursed as a
     Nonrecoverable Advance out of general collections on the Mortgage Pool (net
     of any Recovered Amount in connection with the item for which such
     Nonrecoverable Advance was made).

          "Received by the Trust" shall mean: (a) in the case of the 666 Fifth
Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Property, received by the
Trustee (or the Master Servicer on behalf of the Trustee), as holder of the
Mortgage Note for the 666 Fifth Avenue Trust Mortgage Loan, on behalf of the
Trust; and (b) in the case of any other Trust Mortgage Loan or REO Property,
received by the Master Servicer or any of its Sub-Servicers, the Special
Servicer or any of its Sub-Servicers or the Trustee, as the case may be, in any
event on behalf of the Trust.

          "Record Date" shall mean, with respect to any Distribution Date, the
last Business Day of the month immediately preceding the month in which such
Distribution Date occurs; provided that the "Record Date" for the initial
Distribution Date shall be the Closing Date.

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

          "Recovered Amount" shall have the meaning assigned thereto in Section
1.03(c).

          "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.


                                      -66-

<PAGE>

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

          "Regulation S Global Certificate" 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 collectively more global
Certificates of such Class registered in the name of the Depository or its
nominee, in definitive, fully registered form without interest coupons, each of
which Certificates bears a Regulation S Legend.

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

          "Regulation S Release Date" 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, the date that is 40 days after the later of
(a) the commencement of the offering of such Certificates to Persons other than
distributors in reliance on Regulation S, and (b) the date of closing of the
offering.

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

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

          "REMIC I" shall mean the segregated pool of assets constituting the
primary trust created hereby and to be administered hereunder with respect to
which a separate REMIC election is to be made, and consisting of: (i) the Loan
REMIC Regular Interests; (ii) the Trust Mortgage Loans (exclusive of the Early
Defeasance Trust Mortgage Loans) as from time to time are subject to this
Agreement and all payments under and proceeds of such Trust Mortgage Loans
Received by the Trust after the Closing Date (other than any such payments
and/or proceeds that represent (A) scheduled payments of interest and principal
due in respect of the Trust Mortgage Loans on or before the Cut-off Date, or (B)
Additional Interest Received by the Trust in respect of the ARD Trust Mortgage
Loans after their respective Anticipated Repayment Dates), together with all
documents included in the related Mortgage Files; (iii) any REO Properties
(other than an REO Property acquired in respect of an Early Defeasance Trust
Mortgage Loan, but including the Trust's interest in any 666 Fifth Avenue REO
Property) as from time to time are subject to this Agreement (or, in the case of
any REO Property that relates to a Loan Combination, the Trust's interest
therein) and all income and proceeds therefrom; (iv) such funds or assets
(including the Initial Deposits) 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 such funds or assets that
(A) are included in a Loan REMIC or (B) represent Additional Interest Received
by the Trust in respect of the ARD Trust Mortgage Loans after their respective
Anticipated Repayment Dates; (v) except to the extent that they are included in
a Loan REMIC, the rights of the Depositor under the UBS/Depositor Mortgage Loan
Purchase Agreement; and (vi) the rights of the holder of the Mortgage Note for
each Trust Mortgage Loan that is part of a Loan Combination under the related
Co-Lender Agreement and, in the case of the 666 Fifth Avenue Trust Mortgage
Loan, under the 666 Fifth Avenue Servicing Agreement; provided that REMIC I
shall not


                                      -67-

<PAGE>

include the Non-Trust Mortgage Loans or any successor REO Mortgage Loans with
respect thereto or any payments or other collections of principal, interest,
Prepayment Premiums, Yield Maintenance Charges or other amounts collected on
such Non-Trust Mortgage Loans or any successor REO Mortgage Loans with respect
thereto; and provided, further, that REMIC I shall not include the Loss of Value
Reserve Fund, any amounts on deposit therein or any amounts transferred
therefrom to the Collection Account for distribution to the Holders of the Class
R-III Certificates on the Final Distribution Date.

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

          "REMIC I Remittance Rate" shall mean: (a) with respect to each REMIC I
Regular Interest issued in respect of a Loan REMIC Regular Interest, a rate per
annum that is, for any Interest Accrual Period, equal to the Loan REMIC
Remittance Rate with respect to such Loan REMIC Regular Interest for such
Interest Accrual Period; (b) with respect to any REMIC I Regular Interest that,
as of the Closing Date, corresponds to a Trust Mortgage Loan (other than an
Early Defeasance Trust Mortgage Loan) that accrues interest on a 30/360 Basis, a
rate per annum that is, for any Interest Accrual Period, equal to (i) the
Mortgage Rate in effect for such corresponding Trust Mortgage Loan as of the
Closing Date (without regard to any modifications, extensions, waivers or
amendments of such corresponding Trust Mortgage Loan subsequent to the Closing
Date), minus (ii) the Administrative Cost Rate for such corresponding Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto);
(c) with respect to any REMIC I Regular Interest that, as of the Closing Date,
corresponds to a Serviced Trust Mortgage Loan (other than an Early Defeasance
Trust Mortgage Loan) that accrues interest on an Actual/360 Basis, a rate per
annum that is, for any Interest Accrual Period, equal to (i) a fraction
(expressed as a percentage), the numerator of which is the product of 12 times
the Adjusted Actual/360 Accrued Interest Amount with respect to such REMIC I
Regular Interest for such Interest Accrual Period, and the denominator of which
is the Uncertificated Principal Balance of such REMIC I Regular Interest
immediately prior to the Distribution Date that corresponds to such Interest
Accrual Period, minus (ii) the Administrative Cost Rate for the corresponding
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto); and (d) with respect to the REMIC I Regular Interest that, as of the
Closing Date, corresponds to the 666 Fifth Avenue Trust Mortgage Loan, 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 sum of the related Master Servicing Fee Rate plus
the Trustee Fee Rate.

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

          "REMIC II Regular Interest" shall mean any of the 21 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 its 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,


                                      -68-

<PAGE>

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, an annual rate equal to the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period.

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

          "REMIC III Certificate" shall mean any Class A-1, Class A-2, Class
A-3, Class A-4, Class A-1b, Class X, 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 any of the following 21 components of
the Class X Certificates: REMIC III Component X-A-1; REMIC III Component X-A-2;
REMIC III Component X-A-3; REMIC III Component X-A-4; REMIC III Component
X-A-1b; REMIC III Component X-B; REMIC III Component X-C; REMIC III Component
X-D; REMIC III Component X-E; REMIC III Component X-F; REMIC III Component X-G;
REMIC III Component X-H; REMIC III Component X-J; REMIC III Component X-K; REMIC
III Component X-L; REMIC III Component X-M; REMIC III Component X-N; REMIC III
Component X-P; REMIC III Component X-Q; REMIC III Component X-S; and REMIC III
Component X-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.

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

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

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

          "REO Account" shall mean the Pool REO Account or a Loan Combination
REO Account, as applicable.

          "REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09 (or, in the case of any 666 Fifth Avenue REO Property,
pursuant to the 666 Fifth Avenue Servicing Agreement).


                                      -69-

<PAGE>

          "REO Disposition" shall mean the sale or other disposition of any
Administered REO Property pursuant to Section 3.18 (or, in the case of any 666
Fifth Avenue REO Property, pursuant to the 666 Fifth Avenue Servicing
Agreement).

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

          "REO Mortgage Loan" shall mean the mortgage loan (or, if a Serviced
Loan Combination is involved, one of the two or more mortgage loans comprising
such Loan Combination) deemed for purposes hereof to be outstanding with respect
to each REO Property. Each REO Mortgage Loan shall be deemed to relate to and
succeed the Mortgage Loan (or, in the case of any REO Property that relates to a
Serviced Loan Combination, one of the two or more Mortgage Loans) relating to
the subject REO Property. Each REO Mortgage Loan shall be deemed to provide for
monthly payments of principal and/or interest equal to its Assumed Monthly
Payment and otherwise to have the same terms and conditions as its predecessor
Mortgage Loan (such terms and conditions to be applied without regard to the
default on such predecessor Mortgage Loan and the acquisition of the related REO
Property as part of the Trust Fund or, if applicable in the case of any REO
Property that relates to a Loan Combination, on behalf of the Trust and the
related Non-Trust Mortgage Loan Noteholder(s)). Each REO Mortgage Loan shall be
deemed to have an initial unpaid principal balance and, if applicable hereunder,
an initial Stated Principal Balance equal to the unpaid principal balance and
Stated Principal Balance, respectively, of its predecessor Mortgage Loan as of
the date of the related REO Acquisition. All Monthly Payments (other than a
Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage
Loan delinquent in respect of its Balloon Payment) and other amounts due and
owing, or deemed to be due and owing, in respect of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, shall be deemed to continue
to be due and owing in respect of an REO Mortgage Loan. Amounts Received by the
Trust (or, if applicable, received on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder) with respect to each REO Mortgage Loan (after
provision for amounts to be applied to the payment of, or to be reimbursed to
the Master Servicer or the Special Servicer for the payment of, the costs of
operating, managing and maintaining the related REO Property (other than in the
case of a 666 Fifth Avenue REO Property) or for the reimbursement of the Master
Servicer or the Special Servicer for other related Servicing Advances) shall be
treated: first, as a recovery of accrued and unpaid interest on such REO
Mortgage Loan at the related Mortgage Rate (net, in the case of any successor
REO Mortgage Loan in respect of the 666 Fifth Avenue Trust Mortgage Loan, of
related "Master Servicing Fees" payable under the 666 Fifth Avenue Servicing
Agreement) to but not including the Due Date in the related Collection Period of
receipt (exclusive, however, in the case of an REO Mortgage Loan that relates to
an ARD Mortgage Loan after its Anticipated Repayment Date, of any such accrued
and unpaid interest that constitutes Additional Interest); second, as a recovery
of principal of such REO Mortgage Loan to the extent of its entire unpaid
principal balance; third, in accordance with the normal servicing practices of
the Master Servicer, as a recovery of any other amounts (or, in the case of any
666 Fifth Avenue REO Trust Mortgage Loan, any Prepayment Consideration) due and
owing in respect of such REO Mortgage Loan (exclusive, however, in the case of
an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated
Repayment Date, of any such accrued and unpaid interest that constitutes
Additional Interest); and fourth, in the case of an REO Mortgage Loan that
relates to an ARD Mortgage Loan after its Anticipated Repayment Date, as a
recovery of accrued and unpaid Additional Interest on such REO Mortgage Loan;
provided that, in any 666 Fifth Avenue Trust Mortgage Loan, if an allocation in
accordance with this sentence would conflict with remittance reports from the
applicable 666 Fifth Avenue Servicer, the Master Servicer shall, in the absence
of actual knowledge of an error, rely on the allocation in such remittance
reports; and provided,


                                      -70-

<PAGE>

further, that, if one or more Advances previously made in respect of an REO
Trust Mortgage Loan have been reimbursed out of general collections of principal
on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in
respect of such REO Trust Mortgage Loan available for application pursuant to
clauses first through fourth of this sentence shall instead be applied in the
following order--(i) as a recovery of accrued and unpaid interest on, and
principal of, such REO Trust Mortgage Loan, to the extent of any outstanding P&I
Advances and unpaid Master Servicing Fees in respect of such REO Trust Mortgage
Loan, (ii) as a recovery of the item(s) for which such previously reimbursed
Nonrecoverable Advance(s) were made (together with any interest on such
previously reimbursed Nonrecoverable Advance(s) that was also paid out of
general collections of principal on the Mortgage Pool), and (iii) in accordance
with clauses first through fourth of this sentence (taking into account the
applications pursuant to clauses (i) and (ii) of this proviso); and provided,
further, that if the Mortgage Loans comprising the Garden State Plaza Loan Group
become REO Mortgage Loans, amounts (other than Loss of Value Payments deemed to
constitute Liquidation Proceeds with respect to a Garden State Plaza REO Trust
Mortgage Loan and other than Liquidation Proceeds resulting from a purchase of
the Trust's interest in any Garden State Plaza REO Property pursuant to or as
contemplated by Section 2.03) received with respect to the Garden State Plaza
REO Mortgage Loans shall be allocated between those REO Mortgage Loans as
provided in the Garden State Plaza Co-Lender Agreement and such payments and
other collections so allocated to each such Garden State Plaza REO Mortgage Loan
shall be applied to amounts due and owing under such REO Mortgage Loan
(including for principal and accrued and unpaid interest) in accordance with the
foregoing provisions of this definition of "REO Mortgage Loan" (provided that
references to the recovery of any related unpaid servicing expenses and
unreimbursed Servicing Advances above in this definition, with respect to each
Garden State Plaza REO Mortgage Loan, shall be deemed to refer to that Garden
State Plaza REO Mortgage Loan's allocable share of the related servicing expense
and/or Servicing Advance, as applicable, allocated thereto in accordance with
the Garden State Plaza Co-Lender Agreement; provided, further, that if the
Mortgage Loans comprising any other Serviced Loan Combination become REO
Mortgage Loans, amounts (other than Loss of Value Payments deemed to constitute
Liquidation Proceeds with respect to the REO Trust Mortgage Loan in such
Serviced Loan Combination and other than Liquidation Proceeds resulting from the
purchase of the Trust's interest in any related REO Property pursuant to or as
contemplated by Section 2.03) received with respect to such REO Mortgage Loans
shall be applied to amounts due and owing in respect of such REO Mortgage Loans
as provided in the related Co-Lender Agreement; and provided, further, that Loss
of Value Payments shall not be applied in accordance with the foregoing
provisions of this definition unless and until such amounts are transferred to
the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in
respect of a particular REO Trust Mortgage Loan, in accordance with Section
3.05(e). Notwithstanding the foregoing, all amounts payable or reimbursable to
the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent in
respect of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, including any unpaid Servicing Fees and any unreimbursed Servicing
Advances and P&I Advances, together with any interest accrued and payable to the
Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent in
respect of such Servicing Advances and P&I Advances in accordance with Sections
3.11(g) and 4.03(d), respectively, shall continue to be payable or reimbursable
to the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent,
as the case may be, in respect of an REO Mortgage Loan.

          "REO Property" shall mean a Mortgaged Property acquired on behalf and
in the name of the Trustee for the benefit of the Certificateholders (or, in the
case of a Mortgaged Property related to a Serviced Loan Combination, for the
benefit of the Certificateholders and the related Non-Trust Mortgage Loan
Noteholder(s), as their interests may appear), through foreclosure, acceptance
of a deed-


                                      -71-

<PAGE>

in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Mortgage Loan (or a Loan
Combination); provided that a 666 Fifth Avenue Mortgaged Property shall
constitute an REO Property if acquired under the 666 Fifth Avenue Servicing
Agreement for the benefit of the 666 Fifth Avenue Non-Trust Mortgage Loan
Noteholder and the Trust, 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 a default or imminent default of the 666 Fifth
Avenue 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).

          "REO Trust Mortgage Loan" shall mean the successor REO Mortgage Loan
with respect to any Trust Mortgage Loan as to which the related Mortgaged
Property has become an REO Property.

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

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

          "Required Appraisal Loan" shall mean any Serviced Mortgage Loan:

          (i) that becomes a Modified Loan;

          (ii) that is 60 days or more delinquent in respect of any Monthly
     Payment, except for a Balloon Payment;

          (iii) that is delinquent in respect of its Balloon Payment, if any,
     (A) for one (1) Business Day beyond the date on which such Balloon Payment
     was due (unless clause (B) below applies) or (B) if the related Mortgagor
     shall have delivered a refinancing commitment acceptable to the Special
     Servicer prior to the date when such Balloon Payment was due, for 30 days
     beyond the date on which such Balloon Payment was due (or for such shorter
     period ending on the date on which it is determined that the refinancing
     could not reasonably be expected to occur);

          (iv) with respect to which the related Mortgaged Property has become
     an REO Property;


                                      -72-

<PAGE>

          (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 years following any extension of
     its maturity date pursuant to Section 3.20;

provided that all of the Mortgage Loans comprising a Serviced Loan Combination
shall, upon the occurrence of any of the events described in clauses (i) through
(vii) of this definition in respect of any such Mortgage Loan, be deemed to be a
single "Required Appraisal Loan". Any Required Appraisal Loan shall cease to be
such at such time as it has become a Corrected Mortgage Loan (except if such
Required Appraisal Loan had not become a Specially Serviced Mortgage Loan at the
time the applicable event(s) described in any of clauses (i) through (vii) above
ceased to exist), it has remained current for at least three consecutive Monthly
Payments, and no other event described in clauses (i) through (vii) above has
occurred with respect thereto during the preceding three-month period. The term
"Required Appraisal Loan" shall include any successor REO Mortgage Loan(s) in
respect of a Serviced Trust Mortgage Loan or Serviced Loan Combination. In no
event shall the 666 Fifth Avenue Trust Mortgage Loan, any 666 Fifth Avenue REO
Trust Mortgage Loan or the 666 Fifth Avenue Loan Pair constitute a Required
Appraisal Loan hereunder.

          "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 (as
such Appraised Value may be reduced by the Special Servicer, acting in
accordance with the Servicing Standard, based upon the Special Servicer's review
of the subject Required Appraisal and such other information that the Special
Servicer, acting in accordance with the Servicing Standard, deems relevant
(provided that the Special Servicer shall not be obligated to make any such
reduction)), 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 for purposes of paying 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 drawn upon for purposes of paying down the principal balance of such
Required Appraisal Loan.

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

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


                                      -73-

<PAGE>

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

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

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

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

          "Rule 144A Global Certificate" shall mean, with respect to any Class
of Book-Entry Non-Registered Certificates, one or collectively more global
certificates of 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 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, any 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.

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

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

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

          "Scheduled Payment" shall mean, with respect to any Mortgage Loan, for
any Due Date following the Cut-off Date as of which it is outstanding, the
Monthly Payment on such Mortgage Loan that is or would be, as the case may be,
payable by the related Mortgagor on such Due Date under the terms of the related
Mortgage Note as in effect on the Closing Date, without regard to any subsequent
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer pursuant to Section 3.20 (or, in the case of the 666 Fifth Avenue Trust
Loan, by the applicable 666 Fifth Avenue Servicer pursuant to the 666 Fifth
Avenue


                                      -74-

<PAGE>

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.

          "Securitization Agreement" shall mean a Garden State Plaza Non-Trust
Mortgage Loan Securitization Agreement or the Two Penn Plaza Pari Passu
Non-Trust Mortgage Loan Securitization Agreement.

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

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

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

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

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

          (v) only (A) under the circumstances contemplated by the last
     paragraph of Section 2.03(a) (in the case of a Lehman Trust Mortgage Loan)
     or Section 5(a) of the UBS/Depositor Mortgage Loan Purchase Agreement (in
     the case of a UBS Trust Mortgage Loan), as applicable, and (B) following
     the expiration of the applicable Resolution Extension Period and (C)
     following either the occurrence of a Servicing Transfer Event or an
     assumption with respect to the subject Trust Mortgage Loan, as applicable,
     the direction to cure the subject Material Document Defect within 15 days
     of receipt of such Seller/Depositor Notification;

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


                                      -75-

<PAGE>

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

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

          "Seller/Depositor Resolution Period" shall mean the 90-day period
following the related Mortgage Loan Seller's receipt of a Seller/Depositor
Notification with respect to the Material Document Defect or Material Breach
that gave rise to the particular repurchase obligation; 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) the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan), as the case may be, has commenced and is diligently
proceeding with the cure of such Material Document Defect or Material Breach
within such initial 90-day period, and (iii) the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan), as the case may be, delivers an Officer's Certificate
to the Special Servicer 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 such party is pursuing in connection with the cure
thereof, then the Seller/Depositor Resolution Period shall mean the 180-day
period following the related Mortgage Loan Seller's receipt of a
Seller/Depositor Notification with respect to the Material Document Defect or
Material Breach that gave rise to the particular repurchase obligation; and
provided, further, that, if any such Material Document Defect is still not cured
after the 180-day period following the related Mortgage Loan Seller's receipt of
a Seller/Depositor Notification with respect to the Material Document Defect or
Material Breach that gave rise to the particular repurchase obligation solely
due to the failure of the Depositor (in the case of a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), as the case may be, to have received a recorded document, then the
Seller/Depositor Resolution Period shall continue for an additional period of
time so long as the Depositor or the UBS Mortgage Loan Seller, as applicable,
certifies to the Special Servicer every six months thereafter that the Document
Defect is still in effect solely because of its failure to have received the
recorded document and that such party is diligently pursuing the cure of such
defect.

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

          "Serviced Combination Trust Mortgage Loan" shall mean the Garden State
Plaza Trust Mortgage Loan, the Two Penn Plaza Trust Mortgage Loan or the Tower
Square Trust Mortgage Loan, as applicable.

          "Serviced Loan Combination" shall mean each the Garden State Plaza
Loan Group, the Two Penn Plaza Loan Group and the Tower Square Loan Pair, as
applicable.

          "Serviced Mortgage Loan" shall mean each Mortgage Loan (including a
Specially Serviced Mortgage Loan), other than the 666 Fifth Avenue Trust
Mortgage Loan and the 666 Fifth Avenue Non-Trust Mortgage Loans.


                                      -76-

<PAGE>

          "Serviced Non-Trust Mortgage Loan" shall mean each Non-Trust Mortgage
Loan that is a Serviced Mortgage Loan. Notwithstanding anything herein to the
contrary, none of the 666 Fifth Avenue Non-Trust Mortgage Loans shall in any
event constitute a Serviced Non-Trust Mortgage Loan hereunder.

          "Serviced Non-Trust Mortgage Loan Noteholder" shall mean each holder
of the Mortgage Note for a Serviced Non-Trust Mortgage Loan. Notwithstanding
anything herein to the contrary, no 666 Fifth Avenue Non-Trust Mortgage Loan
Noteholder shall in any event constitute a Serviced Non-Trust Mortgage Loan
Noteholder hereunder.

          "Serviced Pari Passu Mortgage Loan" shall mean each Pari Passu
Mortgage Loan that is a Serviced Mortgage Loan. Notwithstanding anything herein
to the contrary, neither the 666 Fifth Avenue Trust Mortgage Loan nor the 666
Fifth Avenue Non-Trust Mortgage Loans shall in any event constitute a Serviced
Pari Passu Mortgage Loan hereunder.

          "Serviced Pari Passu Non-Trust Mortgage Loan" shall mean each Pari
Passu Non-Trust Mortgage Loan that is a Serviced Non-Trust Mortgage Loan.
Notwithstanding anything herein to the contrary, the 666 Fifth Avenue Non-Trust
Mortgage Loan shall in no event constitute a Serviced Pari Passu Non-Trust
Mortgage Loan hereunder.

          "Serviced Pari Passu Non-Trust Mortgage Loan Securities" shall mean
any Garden State Plaza Non-Trust Mortgage Loan Securities or any Two Penn Plaza
Pari Passu Non-Trust Mortgage Loan Securities, as applicable.

          "Serviced Senior Mortgage Loan" shall mean each of the Two Penn Plaza
Pari Passu Mortgage Loans and the Tower Square Trust Mortgage Loan.

          "Serviced Subordinate Non-Trust Mortgage Loan" shall mean each
Subordinate Non-Trust Mortgage Loan that is a Serviced Non-Trust Mortgage Loan.

          "Serviced Trust Mortgage Loan" shall mean any Trust Mortgage Loan that
is a Serviced Mortgage Loan. Notwithstanding anything herein to the contrary,
the 666 Fifth Avenue Trust Mortgage Loan shall in no event constitute a Serviced
Trust 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 Mortgage Loan primary serviced by
such Sub-Servicer (and any successor REO Mortgage Loan with respect thereto),
(i) the principal balance of such Mortgage Loan as of the end of the immediately
preceding applicable Collection Period and (ii) the sub-servicing fee rate
specified in the related Sub-Servicing Agreement for such Mortgage Loan; and (b)
with respect to the Master Servicer, as of any date of determination, the
aggregate of the products obtained by multiplying, for each Serviced Mortgage
Loan (and any successor REO Mortgage Loan with respect thereto), (i) the
principal balance of such Mortgage Loan as of the end of the immediately
preceding applicable Collection Period and (ii) the excess, if any, of the
Master Servicing Fee Rate for such Mortgage Loan, over the sub-servicing fee
rate (if any) applicable to such Mortgage Loan, as specified in any
Sub-Servicing Agreement related to such Mortgage Loan.


                                      -77-

<PAGE>

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

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

          "Servicing Advances" shall mean all customary, reasonable and
necessary "out of pocket" costs and expenses (including attorneys' fees and fees
and expenses of real estate brokers) incurred by the Master Servicer, the
Special Servicer, any Fiscal Agent or the Trustee in connection with the
servicing and administration of a Serviced Mortgage Loan, if a default is
imminent thereunder or a default, delinquency or other unanticipated event has
occurred with respect thereto, or in connection with the administration of any
Administered REO Property, including, but not limited to, the cost of (a)
compliance with the obligations of the Master Servicer, the Special Servicer,
any Fiscal Agent or the Trustee, if any, set forth in Section 3.03(c), (b) the
preservation, insurance, restoration, protection and management of a Mortgaged
Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures, (e) any Required Appraisal or
any other appraisal or update thereof expressly permitted or required to be
obtained hereunder, (f) the operation, management, maintenance and liquidation
of any REO Property, and (g) obtaining any related ratings confirmation;
provided that, notwithstanding anything to the contrary, "Servicing Advances"
shall not include allocable overhead of the Master Servicer, the Special
Servicer or the Trustee, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and
similar internal costs and expenses, or costs and expenses incurred by any such
party in connection with its purchase of any Mortgage Loan or REO Property
pursuant to any provision of this Agreement, the 666 Fifth Avenue Servicing
Agreement or any Co-Lender Agreement.

          "Servicing Fees" shall mean: (a) with respect to each Serviced
Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), the
Master Servicing Fee (if any) and the Special Servicing Fee; and (b) with
respect to the 666 Fifth Avenue Trust Mortgage Loan, the Master Servicing Fee.

          "Servicing File" shall mean, collectively, any and all documents
(other than documents required to be part of the related Mortgage File, except
as specifically provided below in this definition), in the possession of the
Master Servicer or the Special Servicer and relating to the origination and
servicing of any Serviced Mortgage Loan, including any original letter of credit
(together with any transfer or assignment documents related thereto), any
franchise agreement and any franchise comfort letter (together with any transfer
or assignment documents relating thereto), appraisals, surveys, engineering
reports, environmental reports, opinion letters of counsel to a related
Mortgagor, escrow agreements, property management agreements and, in the case of
a Serviced Non-Trust Mortgage Loan, a copy of the related Mortgage Note.

          "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 Mortgage Loans, whose name and
specimen signature appear on a list of servicing officers furnished by such
party to the Trustee and the Depositor on the Closing Date, as such list may be
amended from time to time.

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


                                      -78-

<PAGE>

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

          "Servicing Standard" shall mean, with respect to the Master Servicer
or the Special Servicer, to service and administer the Serviced Mortgage 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 foreclosure 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 foreclosure 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 and foreclosure properties 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
Mortgage Loans and any applicable co-lender, intercreditor and/or similar
agreements; (ii) with a view to: (A) the timely recovery of all payments of
principal and interest, including Balloon Payments, under the Serviced Mortgage
Loans or, in the case of any such Serviced Mortgage Loan that is (1) a Specially
Serviced Mortgage Loan or (2) a Serviced Mortgage Loan as to which the related
Mortgaged Property has become an REO Property, the maximization of recovery on
the subject Serviced Mortgage Loan to the Certificateholders (as a collective
whole) (or, if a Serviced Loan Combination is involved, the maximization of
recovery on such Loan Combination to the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s) (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, if a Serviced Loan Combination is involved, to
the Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole)) to be performed at the related Mortgage
Rate (or, in the case of a Serviced Loan Combination, at the weighted average of
the respective Mortgage Rates for the Mortgage Loans that comprise such Loan
Combination); and (iii) without regard to (A) any relationship, including as
lender on any other debt (including mezzanine debt or a Non-Trust Mortgage
Loan), 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 Serviced Pari Passu Non-Trust Mortgage Loan Securities)
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
Mortgage Loan, the occurrence of any of the events described in clauses (a)
through (g) of the definition of "Specially Serviced Mortgage Loan".

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


                                      -79-

<PAGE>

          "Single Purpose Entity" shall mean an entity, other than an
individual, whose organizational documents and/or the related loan documents
provide substantially to the effect that: (i) it was formed or organized solely
for the purpose of either owning and operating the Mortgaged Property or
Properties securing one or more Mortgage Loans, or owning and pledging
Defeasance Collateral in connection with the defeasance of a Defeasance Mortgage
Loan, as the case may be, (ii) it may not engage in any business unrelated to
such Mortgaged Property or Properties or such Defeasance Collateral, as the case
may be, (iii) it will not have any assets other than those related to its
interest in and operation of such Mortgaged Property or such Defeasance
Collateral, as the case may be, (iv) it may not incur indebtedness other than
incidental to its ownership and operation of the applicable Mortgaged Property
or Properties or Defeasance Collateral, as the case may be, (v) it will maintain
its own books and records and accounts separate and apart from any other Person,
(vi) it will hold itself out as a legal entity, separate and apart from any
other Person, and (vii) in the case of such an entity whose sole purpose is
owning or operating a Mortgaged Property, it will have an independent director
or, if such entity is a partnership or a limited liability company, at least one
general partner or limited liability company member thereof, as applicable,
which shall itself be a "single purpose entity" (having as its sole asset its
interest in the Single Purpose Entity) with an independent director.

          "Special Servicer" shall mean, subject to Section 6.09(a) and Section
7.01(d) (insofar as such sections contemplate multiple parties acting as Special
Servicer), Lennar, in its capacity as special servicer hereunder, or any
successor special servicer appointed as herein provided.

          "Special Servicer Backup Certification" shall have the meaning
assigned thereto in Section 8.15(i).

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

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

          "Specially Designated Mortgage Loan Documents" shall mean, with
respect to any Trust Mortgage Loan, the following documents collectively:

          (i)  the original executed Mortgage Note for such Trust Mortgage Loan
               (or, alternatively, if the original executed Mortgage Note has
               been lost, a lost note affidavit and indemnity with a copy of
               such Mortgage Note);

          (ii) an original or copy of the Mortgage (with or without recording
               information);

          (iii) the original or a copy of the policy or certificate of lender's
               title insurance issued in connection with such Trust Mortgage
               Loan (or, if such policy has not been issued, a "marked-up" pro
               forma title policy, or an irrevocable, binding commitment to
               issue such title insurance policy);

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


                                      -80-

<PAGE>

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

provided that whenever the term "Specially Designated Mortgage Loan Documents"
is used to refer to documents actually received by the Trustee or by a Custodian
on its behalf, such term, with respect to any receipt or certification by the
Trustee or a Custodian on its behalf for documents described in clauses (iv) and
(v) of this definition, shall be deemed to include such documents only to the
extent the Trustee or a Custodian on its behalf has actual knowledge of their
existence; and provided, further, that the only Specially Designated Mortgage
Loan Document with respect to the 666 Fifth Avenue Trust Mortgage Loan shall be
the document described in clause (i) of this definition.

          "Specially Designated Servicing Action" means, with respect to the
Serviced Mortgage Loans and Administered REO Properties, any of the following
actions:

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

               (ii) any modification, extension, amendment or waiver of a
     monetary term (including the timing of payments, but excluding the waiver
     of Default Charges) or any material non-monetary term (including any
     material term relating to insurance) of a Specially Serviced Mortgage Loan;

               (iii) any proposed sale of an Administered REO Property (other
     than in connection with the termination of the Trust Fund) for less than
     the Purchase Price;

               (iv) any acceptance of a discounted payoff with respect to a
     Specially Serviced Mortgage Loan;

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

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

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

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

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


                                      -81-

<PAGE>

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

          (a) the related Mortgagor (or any related guarantor) has failed to
     make when due any Monthly Payment (including a Balloon Payment), which
     failure continues, or the Master Servicer determines, or (with the consent
     of the Controlling Class Representative) the Special Servicer determines,
     in each case in accordance with the Servicing Standard, will continue,
     unremedied (without regard to any grace period) by the related Mortgagor,
     any related guarantor or otherwise (including, in the case of the Two Penn
     Plaza Pari Passu Mortgage Loans, by a Two Penn Plaza Subordinate Non-Trust
     Mortgage Loan Noteholder exercising Two Penn Plaza Cure Rights) (i) except
     in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon
     Payment, for 60 days beyond the date on which the subject payment was due,
     or (ii) solely in the case of a delinquent Balloon Payment, (A) for one (1)
     Business Day beyond the date on which the subject Balloon Payment was due
     (unless clause (B) below applies) or (B) in the case of a Balloon Mortgage
     Loan as to which the related Mortgagor shall have delivered a refinancing
     commitment acceptable to the Special Servicer prior to the date on which
     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 ending on
     the date on which it is determined that the refinancing could not
     reasonably be expected to occur); or

          (b) 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 Mortgage Loan or otherwise materially adversely affects
     the interests of Certificateholders (or, in the case of a Serviced
     Non-Trust Mortgage Loan, the related Non-Trust Mortgage Loan Noteholder);
     (it being acknowledged and agreed that any default requiring a Servicing
     Advance shall be deemed to materially and adversely affect the interests of
     Certificateholders), and (ii) continues unremedied by the related
     Mortgagor, any related guarantor or otherwise (including, in the case of
     the Two Penn Plaza Pari Passu Mortgage Loans, by a Two Penn Plaza
     Subordinate Non-Trust Mortgage Loan Noteholder exercising Two Penn Plaza
     Cure Rights) for either (A) one Business Day (but only if, pursuant to the
     related loan documents, the subject default gives rise to immediate
     acceleration without application of a cure period under such Serviced
     Mortgage Loan) or (B) otherwise, the greater of (1) the applicable grace
     period under the terms of such Serviced Mortgage Loan (plus, solely in the
     case of the Two Penn Plaza Pari Passu Mortgage Loans, if applicable, the
     applicable cure period for exercising any Two Penn Plaza Cure Rights under
     the terms of the Two Penn Plaza Co-Lender Agreement) and (2) 30 days; or

          (c) the Master Servicer or, with the consent of the Controlling Class
     Representative, the Special Servicer shall have determined, in accordance
     with the Servicing Standard, that (i) a default in the making of a Monthly
     Payment on such Serviced Mortgage Loan, including a Balloon Payment, is
     likely to occur and is likely to remain unremedied (without regard to any
     grace period) by the related Mortgagor, any related guarantor or otherwise
     (including, in the case of the Two Penn Plaza Pari Passu Mortgage Loans, by
     a Two Penn Plaza Subordinate Non-Trust Mortgage Loan Noteholder exercising
     Two Penn Plaza Cure Rights) for at least the applicable period contemplated
     by clause (a) of this definition or (ii) a default (other than as described
     in clause (a) above and other than an Acceptable Insurance Default) is
     likely to occur that will materially impair the value of the related
     Mortgaged Property as security for such Serviced


                                      -82-

<PAGE>

     Mortgage Loan or otherwise materially adversely affect the interests of
     Certificateholders (or, in the case of a Serviced Non-Trust Mortgage Loan,
     the related Serviced Non-Trust Mortgage Loan Noteholder) and such default
     is likely to remain unremedied for at least the applicable period
     contemplated by clause (b) of this definition; or

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

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

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

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

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

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

          (x)  with respect to the circumstances described in clause (b) of this
               definition, the default is cured in the good faith, reasonable
               judgment of the Special Servicer;

          (y)  with respect to the circumstances described in clauses (c), (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;


                                      -83-

<PAGE>

          (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 Mortgage Loan's becoming a Specially Serviced Mortgage Loan. If
any Serviced Combination Trust Mortgage Loan becomes a Specially Serviced
Mortgage Loan, then the other Mortgage Loan or each of the other Mortgage Loans,
as the case may be, in such Loan Combination shall also become a Specially
Serviced Mortgage Loan; provided that if a Two Penn Plaza Subordinate Non-Trust
Mortgage Loan Noteholder prevents the occurrence of a Servicing Transfer Event
with respect to the Two Penn Plaza Pari Passu Non-Trust Mortgage Loans through
the exercise of Two Penn Plaza Cure Rights with respect to the Two Penn Plaza
Pari Passu Non-Trust Mortgage Loans, then the existence of such Servicing
Transfer Event with respect to either or both of the Two Penn Plaza Subordinate
Non-Trust Mortgage Loans (because the Two Penn Plaza Cure Rights do not include
the cure of defaults under the Two Penn Plaza Subordinate Non-Trust Mortgage
Loans) will not, in and of itself, result in any Two Penn Plaza Mortgage Loan
becoming a Specially Serviced Mortgage Loan unless a separate Servicing Transfer
Event has occurred with respect thereto.

          Neither of the Mortgage Loans comprising the 666 Fifth Avenue Loan
Pair shall constitute a Specially Serviced Mortgage Loan hereunder.

          "Specially Serviced Trust Mortgage Loan" shall mean, subject to
Section 3.18(k), any Trust Mortgage Loan that is a Specially Serviced Mortgage
Loan.

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

          "Stated Maturity Date" shall mean, with respect to any Mortgage Loan,
the Due Date specified in the related Mortgage Note (as in effect on the Closing
Date) on which the last payment of principal is due and payable under the terms
of such Mortgage Note (as in effect on the Closing Date), without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer (or the Master Servicer, if applicable) pursuant to Section 3.20 (or,
in the case of the 666 Fifth Avenue Trust Mortgage Loan, by a 666 Fifth Avenue
Servicer pursuant to the 666 Fifth Avenue Servicing Agreement) and, in the case
of an ARD Mortgage Loan, without regard to its Anticipated Repayment Date.

          "Stated Principal Balance" shall mean: (a) with respect to any Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with respect thereto),
the Cut-off Date Balance of such Trust 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
Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with respect
thereto), without giving effect to any adjustments pursuant to Section 1.03 in
connection with the calculation of the Adjusted Principal Distribution Amount,
and (ii) the principal portion of any Realized Loss incurred in respect of such
Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with respect
thereto) during the applicable related Collection Period (or, in the case of a
forgiveness of principal or a Final Recovery Determination with respect to the
666 Fifth Avenue Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, during the related 666 Fifth Avenue Underlying


                                      -84-

<PAGE>

Collection Period) (without duplication of any previous reduction to the Stated
Principal Balance of such Trust Mortgage Loan under clause (i) above based on an
Advance of any amount that constitutes part of such principal portion of such
Realized Loss); and (b) with respect to any Serviced Non-Trust Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), the Cut-off Date
Balance of such Non-Trust Mortgage Loan, as permanently reduced on each related
Master Servicer Remittance Date (to not less than zero) by (i) any principal
amounts in respect of such Non-Trust Mortgage Loan (or any such successor REO
Mortgage Loan with respect thereto) distributed to the related Non-Trust
Mortgage Loan Noteholder on such Master Servicer Remittance Date, and (ii) the
principal portion of any Realized Loss incurred in respect of such Non-Trust
Mortgage Loan (or any such successor REO Mortgage Loan with respect thereto) in
connection with a Liquidation Event or the forgiveness of principal during the
related Collection Period. Notwithstanding the foregoing, if a Liquidation Event
occurs in respect of any Mortgage Loan or any related REO Property, then the
"Stated Principal Balance" of such Mortgage Loan or of any successor REO
Mortgage Loan with respect thereto, as the case may be, shall be zero commencing
as of the Distribution Date (or, in the case of a Serviced Non-Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto, the related Master
Servicer Remittance Date) in the applicable Collection Period next following the
applicable Collection Period in which such Liquidation Event occurred; provided
that, in the case of the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth
Avenue REO Trust Mortgage Loan, if the subject Liquidation Event is a Final
Recovery Determination made by the 666 Fifth Avenue Special Servicer with
respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
be, then references to "Collection Period" in this sentence shall be deemed to
mean the "666 Fifth Avenue Underlying Collection Period". "Stated Principal
Balance" shall mean, with respect to each Loan Component, the portion of the
Stated Principal Balance of the Two Penn Plaza Trust Mortgage Loan or any Two
Penn Plaza REO Trust Mortgage Loan that is allocable to such Loan Component.

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

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

          "Subordinate Non-Trust Mortgage Loan" shall mean a Two Penn Plaza
Subordinate Non-Trust Mortgage Loan or the Tower Square Non-Trust Mortgage Loan,
as applicable.

          "Subordinate Non-Trust Mortgage Loan Noteholder" shall mean a Two Penn
Plaza Subordinate Non-Trust Mortgage Loan Noteholder or the Tower Square
Non-Trust Mortgage Loan Noteholder, as applicable.

          "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 Mortgage
Loans as provided in Section 3.22.


                                      -85-

<PAGE>

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

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

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

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

          "Tax Matters Person" shall mean, with respect to any REMIC Pool, the
Person designated as the "tax matters person" of such REMIC Pool in the manner
provided under Treasury regulations section 1.860F-4(d) and Treasury regulations
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.

          "Total Principal Reinstatement Amount" shall mean, with respect to any
Distribution Date, an amount (to be calculated by the Trustee immediately
following, and after taking into account, all distributions to be made with
respect to the Certificates on such Distribution Date) equal to the lesser of:
(1) the amount, if any, by which (a) the aggregate Stated Principal Balance of
the Mortgage Pool that will be outstanding immediately following the subject
Distribution Date, exceeds (b) the aggregate of the Class Principal Balances of
all the Classes of Principal Balance Certificates (after taking into account the
distributions made with respect to the Certificates on the subject Distribution
Date, but prior to any adjustments to the Class Principal Balances of the
respective Classes of Principal Balance Certificates pursuant to Section 4.04 or
Section 4.05); and (2) the amount, if any, by which (a) the aggregate Loss
Reimbursement Amount in respect of all the Classes of Principal Balance
Certificates for the subject Distribution Date, exceeds (b) the total portion of
such aggregate Loss Reimbursement Amount reimbursed in respect of all of the
Classes of Principal Balance Certificates for the subject Distribution Date, if
any, pursuant to Section 4.01(a) and/or Section 4.01(b).

          "Tower Square Change of Control Event" shall mean the event that
occurs when: (a) the principal amount of the Tower Square Non-Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto (net of any
existing Appraisal Reduction Amount with respect to the Tower Square Loan Pair)
is less than 25% of the original principal amount of the Tower Square Non-Trust
Mortgage Loan; and (b) the Tower Square Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto has not been repaid in full.


                                      -86-

<PAGE>

          "Tower Square Controlling Party" shall mean the Tower Square Directing
Lender or any representative appointed thereby, consistent with Section 3.02(d)
of the Tower Square Co-Lender Agreement, to exercise the rights and powers of
the Tower Square Directing Lender under the Tower Square Co-Lender Agreement or
this Agreement.

          "Tower Square Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Tower Square Custodial Account" shall mean the Loan Combination
Custodial Account created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the Tower Square Noteholders, which shall be entitled
"[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAMES OF TOWER
SQUARE NOTEHOLDERS], as their interests may appear".

          "Tower Square Directing Lender" shall mean, as of any date of
determination, the "Directing Lender" under the Tower Square Co-Lender
Agreement.

          "Tower Square Loan Pair" shall have the meaning assigned thereto in
the Preliminary Statement (and shall include any successor REO Mortgage Loans
with respect to the Tower Square Mortgage Loans).

          "Tower Square Mortgage Loan" shall mean the Tower Square Trust
Mortgage Loan or the Tower Square Non-Trust Mortgage Loan, as applicable.

          "Tower Square Mortgaged Property" shall mean the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as Tower Square Apartments.

          "Tower Square Non-Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Tower Square Non-Trust Mortgage Loan Noteholder" shall mean the
holder (or, collectively, if applicable, the holders) of the Tower Square
Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) and the "Note B Lender" under the Tower Square Co-Lender Agreement.

          "Tower Square Noteholders" shall mean the holder of the Mortgage Note
for the Tower Square Trust Mortgage Loan, together with the Tower Square
Non-Trust Mortgage Loan Noteholder.

          "Tower Square REO Mortgage Loan" shall mean any REO Mortgage Loan
relating to a Tower Square Mortgage Loan.

          "Tower Square REO Account" shall mean the Loan Combination REO Account
created and maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the Tower Square Noteholders, which shall be entitled "[NAME OF
SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF TOWER SQUARE
NOTEHOLDERS], as their interests may appear".

          "Tower Square REO Property" shall mean the Tower Square Mortgaged
Property, at such time that it becomes an REO Property hereunder.


                                      -87-

<PAGE>

          "Tower Square REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the Tower Square Trust Mortgage Loan.

          "Tower Square Specially Designated Servicing Action" shall mean, with
respect to the Tower Square Loan Pair or any related REO Property, any of the
actions specified in clauses (i) through (xiv) of the first paragraph of Section
3.02(a) of the Tower Square Co-Lender Agreement.

          "Tower Square Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which mortgage loan is identified on the
Trust Mortgage Loan Schedule by loan number 20 and is, together with the Tower
Square Non-Trust Mortgage Loan, secured by the same Mortgage on the Tower Square
Mortgaged Property.

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

          "Trust Determination Date" shall mean the 11th calendar day of each
month (or, if such 11th day is not a Business Day, the Business Day immediately
following), commencing in June 2004.

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

          "Trust Master Servicer Remittance Date" shall mean the date each
month, commencing in June 2004, on which, among other things, the Master
Servicer is required to (i) make P&I Advances and (ii) transfer the Master
Servicer Remittance Amount and any Excess Liquidation Proceeds to the Trustee,
which date shall be the Business Day immediately preceding each Distribution
Date.

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


                                      -88-

<PAGE>

Mortgage Loan" includes the related Mortgage Note, Mortgage and other security
documents contained in the related Mortgage File or otherwise held on behalf of
the Trust.

          "Trust Mortgage Loan Schedule" shall mean the list of Trust 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 Trust Mortgage Loan:

          (i)  the Mortgage Loan number;

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

          (iii) the Cut-off Date Balance;

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

          (v)  the original Mortgage Rate;

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

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

          (viii) the Interest Accrual Basis;

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

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

          (xi) the related Mortgage Loan Seller;

          (xii) whether such Trust Mortgage Loan is a Defeasance Mortgage Loan;

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

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

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

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

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

          "Trustee Backup Certification" shall have the meaning assigned thereto
in Section 8.15(g).


                                      -89-

<PAGE>

          "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 0.0016% per annum.

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

          "Two Penn Plaza Change of Control Event" shall mean the event that
occurs when: (a) the aggregate principal amount of the Two Penn Plaza
Subordinate Non-Trust Mortgage Loans or any successor REO Mortgage Loans with
respect thereto (net of any existing Appraisal Reduction Amount with respect to
the Two Penn Plaza Loan Group) is less than 50% of the original aggregate
principal amount of the Two Penn Plaza Subordinate Non-Trust Mortgage Loans; and
(b) the Two Penn Plaza Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto has not been repaid in full.

          "Two Penn Plaza Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Two Penn Plaza Collection Period" shall mean, with respect to any Two
Penn Plaza Master Servicer Remittance Date, any Trust Master Servicer Remittance
Date or any Distribution Date, the period commencing on the day immediately
following the Two Penn Plaza Determination Date in the calendar month preceding
the month in which such Two Penn Plaza Master Servicer Remittance Date, such
Trust Master Servicer Remittance Date or such Distribution Date, as the case may
be, occurs and ending on and including the Two Penn Plaza Determination Date in
the calendar month in which such Two Penn Plaza Master Servicer Remittance Date,
such Trust Master Servicer Remittance Date or such Distribution Date, as the
case may be, occurs.

          "Two Penn Plaza Controlling Party" shall mean the Two Penn Plaza
Directing Lender or any representative appointed thereby, consistent with
Section 3.02(d) of the Two Penn Plaza Co-Lender Agreement, to exercise the
rights and powers of the Two Penn Plaza Directing Lender under the Two Penn
Plaza Co-Lender Agreement or this Agreement.

          "Two Penn Plaza Cure Rights" shall mean the cure rights granted to the
Two Penn Plaza Note B-1 Subordinate Non-Trust Mortgage Loan Noteholder under
Article VII of the Two Penn Plaza Co-Lender Agreement.

          "Two Penn Plaza Custodial Account" shall mean the Loan Combination
Custodial Account created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the Two Penn Plaza Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAMES OF
TWO PENN PLAZA NOTEHOLDERS], as their interests may appear".

          "Two Penn Plaza Determination Date" shall mean the "Determination
Date" under the Two Penn Plaza Co-Lender Agreement.

          "Two Penn Plaza Directing Lender" shall mean, as of any date of
determination, the "Directing Lender" under the Two Penn Plaza Co-Lender
Agreement.


                                      -90-

<PAGE>

          "Two Penn Plaza Loan Group" shall have the meaning assigned thereto in
the Preliminary Statement (and shall include any successor REO Mortgage Loans
with respect to the Two Penn Plaza Mortgage Loans).

          "Two Penn Plaza Master Servicer Remittance Date" shall mean the
"Remittance Date" under the Two Penn Plaza Co-Lender Agreement.

          "Two Penn Plaza Mortgage Loan" shall mean the Two Penn Plaza Trust
Mortgage Loan or any Two Penn Plaza Non-Trust Mortgage Loan, as applicable.

          "Two Penn Plaza Mortgaged Property" shall mean the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as the Two Penn Plaza.

          "Two Penn Plaza Non-Trust Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement.

          "Two Penn Plaza Non-Trust Mortgage Loan Noteholders" shall mean,
together, the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Noteholder and
the Two Penn Plaza Subordinate Non-Trust Mortgage Loan Noteholders.

          "Two Penn Plaza Note B-1 Subordinate Non-Trust Mortgage Loan" shall
have the meaning assigned thereto in the Preliminary Statement.

          "Two Penn Plaza Note B-2 Subordinate Non-Trust Mortgage Loan" shall
have the meaning assigned thereto in the Preliminary Statement.

          "Two Penn Plaza Noteholders" shall mean, collectively, the holder of
the Mortgage Note for the Two Penn Plaza Trust Mortgage Loan, together with the
Two Penn Plaza Non-Trust Mortgage Loan Noteholders.

          "Two Penn Plaza Pari Passu Mortgage Loans" shall mean the Two Penn
Plaza Trust Mortgage Loan and the Two Penn Plaza Pari Passu Non-Trust Mortgage
Loan.

          "Two Penn Plaza Pari Passu Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Noteholder" shall
mean the holder of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto).

          "Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Securities" shall
mean any securities evidencing an interest in, or secured by, the Two Penn Plaza
Pari Passu Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto.

          "Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Securitization
Agreement" shall mean any agreement governing the securitization of the Two Penn
Plaza Pari Passu Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto.


                                      -91-

<PAGE>

          "Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Securitization
Trust" shall mean any commercial mortgage securitization trust similar to the
commercial mortgage securitization trust contemplated by this Agreement, that
from time to time holds the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or
any successor REO Mortgage Loan with respect thereto.

          "Two Penn Plaza REO Account" shall mean the Loan Combination REO
Account created and maintained by the Special Servicer pursuant to Section 3.16
on behalf of the Two Penn Plaza Noteholders, which shall be entitled "[NAME OF
SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF TWO PENN PLAZA
NOTEHOLDERS], as their interests may appear".

          "Two Penn Plaza REO Mortgage Loan" shall mean any REO Mortgage Loan
relating to a Two Penn Plaza Mortgage Loan.

          "Two Penn Plaza REO Property" shall mean the Two Penn Plaza Mortgaged
Property, at such time that it becomes an REO Property hereunder.

          "Two Penn Plaza REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the Two Penn Plaza Trust Mortgage Loan.

          "Two Penn Plaza Specially Designated Servicing Action" shall mean,
with respect to the Two Penn Plaza Loan Group or any related REO Property, any
of the actions specified in clauses (i) through (vii) of the first paragraph of
Section 3.02(a) of the Two Penn Plaza Co-Lender Agreement.

          "Two Penn Plaza Subordinate Non-Trust Mortgage Loans" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Two Penn Plaza Subordinate Non-Trust Mortgage Loan Noteholder" shall
mean the holder of a Two Penn Plaza Subordinate Non-Trust Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto).

          "Two Penn Plaza Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which mortgage loan is identified on the
Trust Mortgage Loan Schedule by loan number 3 and is, together with the Two Penn
Plaza Non-Trust Mortgage Loans, secured by the same Mortgage(s) on the Two Penn
Plaza Mortgaged Property.

          "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of May 25, 2004, between the
UBS Mortgage Loan Seller and the Depositor.

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

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

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


                                      -92-

<PAGE>

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

          "Uncertificated Accrued Interest" shall mean the interest accrued from
time to time with respect to any Loan REMIC Regular Interest, REMIC I Regular
Interest or REMIC II Regular Interest, the amount of which interest shall equal:
(a) in the case of any Loan REMIC Regular Interest for any Interest Accrual
Period, one-twelfth of the product of (i) the annual Loan REMIC Remittance Rate
applicable to such Loan REMIC Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such Loan REMIC
Regular Interest outstanding immediately prior to the related Distribution Date;
(b) in the case of any REMIC I Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the annual REMIC I Remittance Rate applicable
to such REMIC I Regular Interest for such Interest Accrual Period, multiplied by
(ii) the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date; and (c) in the
case of any REMIC II Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the annual 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. Each REMIC I
Regular Interest and REMIC II Regular Interest shall accrue interest on a 30/360
Basis.

          "Uncertificated Distributable Interest" shall mean: (a) with respect
to any Loan REMIC Regular Interest for any Distribution Date, an amount of
interest equal to the amount of Uncertificated Accrued Interest in respect of
the subject Loan REMIC Regular Interest for the related Interest Accrual Period,
reduced (to not less than zero) by any portion of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date allocable to the corresponding
Early Defeasance Trust Mortgage Loan; (b) with respect to any REMIC I Regular
Interest for any Distribution Date, an amount of interest equal to the amount of
Uncertificated Accrued Interest in respect of the subject 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 the subject REMIC I
Regular Interest for the related Interest Accrual Period, and the denominator of
which is the aggregate amount of Uncertificated Accrued Interest in respect of
all the REMIC I Regular Interests for the related Interest Accrual Period; and
(c) with respect to any REMIC II Regular Interest for any Distribution Date,
subject to Section 4.05(d), an amount of interest equal to the amount of
Uncertificated Accrued Interest in respect of the subject REMIC II Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date, multiplied by (ii) a fraction, the numerator of which is
the amount of Uncertificated Accrued Interest in respect of the subject REMIC II
Regular Interest for the related Interest Accrual Period, and the denominator of
which is the aggregate amount of Uncertificated Accrued Interest in respect of
all the REMIC II Regular Interests for the related Interest Accrual Period.

          "Uncertificated Principal Balance" shall mean the principal balance of
any Loan REMIC Regular Interest, REMIC I Regular Interest or REMIC II Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Principal Balance of each Loan REMIC Regular Interest and
REMIC I Regular Interest shall equal the Cut-off Date Balance of the
corresponding Trust Mortgage Loan, except that the initial Uncertificated
Principal Balance of REMIC I Regular Interest TPP-1 shall be $93,075,500 and the
initial Uncertificated Principal Balance of REMIC I Regular Interest TPP-2 shall
be $29,424,500. In addition, as of the Closing Date, the Uncertificated


                                      -93-

<PAGE>

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
(subject to Section 4.05) 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). On each Distribution Date, the Uncertificated Principal Balance
of each Loan REMIC Regular Interest shall be permanently reduced by all
distributions of principal deemed to have been made in respect of such Loan
REMIC Regular Interest on such Distribution Date pursuant to Section 4.01(l),
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(d). Notwithstanding
the foregoing, on any given Distribution Date, the Uncertificated Principal
Balance of any REMIC II Regular Interest shall be subject to increase (and, when
appropriate, shall be increased), as and to the extent provided in Section
4.05(c).

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

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

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

          "Voting Rights" shall mean the portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 99% of the Voting Rights shall be allocated among the
Holders of the various Classes of the Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the Class X
Certificates. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in standard proportion to the Percentage
Interests evidenced by their respective Certificates. No Voting Rights shall be
allocated to the Class R-I, Class R-II, Class R-III, Class R-LR and/or Class V
Certificates.


                                      -94-

<PAGE>

          "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 respective
REMIC I Remittance Rates in effect for the 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.

          "Wells Fargo" shall mean Wells Fargo Bank, N.A. or its successor in
interest.

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

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

          "Yield Maintenance Charge" shall mean the payment (exclusive of any
Excess Defeasance Deposit Proceeds) paid or payable, as the context requires, as
the result of a Principal Prepayment on, or other early collection of principal
of, a Mortgage Loan, which payments are not otherwise due thereon in respect of
principal or interest and have been calculated (based on scheduled payments of
interest and/or principal on such Mortgage Loan) to compensate the holder for
reinvestment losses based on the value of an interest rate index at or near the
time of prepayment. Any other prepayment premiums, penalties and fees not so
calculated will not be considered "Yield Maintenance Charges". In the event that
a Yield Maintenance Charge shall become due for any particular Serviced Mortgage
Loan, the Master Servicer shall be required to follow the terms and provisions
contained in the applicable Mortgage Note, provided, however, that, 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 subject Serviced
Mortgage Loan or the actual term remaining through the related Stated Maturity
Date or Anticipated Repayment Date, as applicable), the Master Servicer shall
use the applicable U.S. Treasury whose reinvestment yield is the lowest, with
such yield being based on the bid price for such issue as published in The Wall
Street Journal on the date that is 14 days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2) ^1/6}-1]) X
100, where BEY is defined as the U.S. Treasury Reinvestment Yield which is in
decimal form and not in percentage, and 1/6 is the exponential power to 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%.

          "Yield Maintenance Treasury Rate" shall mean, for purposes of
calculating a Discount Rate, the yield calculated by the Master Servicer by
linear interpolation of the yields, as such yields are


                                      -95-

<PAGE>

reported in Federal Reserve Statistical Release H.15-Selected Interest Rates
(519), under the heading U.S. Government Securities/Treasury Constant
Maturities, with respect to the maturity dates set forth thereunder, one longer
and one shorter, most nearly approximating the maturity date (or, in the case of
an ARD Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, the Anticipated Repayment Date) of the relevant prepaid Trust Mortgage
Loan or REO Trust Mortgage Loan. If Federal Reserve Statistical Release H.15 is
no longer published or does not indicate the information set forth above, then
the Master Servicer shall select a comparable publication or source for the
purposes of determining the Yield Maintenance Treasury Rate.

          "YM Principal Balance Certificates" shall mean, collectively, the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-1b, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J and Class K Certificates.

          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;

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

               (vii) whenever a phrase such as "and, if applicable, Fitch" or
     "or Fitch" words of similar import are used in this Agreement with respect
     to a rating requirement or rating confirmation requirement, such phrase is
     deemed to refer to Fitch and such rating requirement or such rating
     confirmation requirement only if and to the extent Fitch is then currently
     rating the subject class of Serviced Pari Passu Non-Trust Mortgage Loan
     Securities and such subject matter is applicable to a Serviced Loan
     Combination; and

               (viii) references to "Current Report on Form 8-K" and "Annual
     Report on Form 10-K" shall be deemed to include any successor or equivalent
     forms adopted by the Commission.


                                      -96-

<PAGE>

          SECTION 1.03. Certain Adjustments to the Principal Distributions on
                        the Certificates.

          (a) If any party hereto is reimbursed out of general collections on
the Mortgage Pool on deposit in the Pool Custodial Account for any unreimbursed
Advance that has been or is determined to be a Nonrecoverable Advance (together
with interest accrued and payable thereon pursuant to Section 3.11(g) or Section
4.03(d), as applicable, to the extent such interest was paid hereunder from a
source other than related Default Charges or Loss of Value Payments), then (for
purposes of calculating distributions on the Certificates) each such
reimbursement and payment of interest shall be deemed to have been made:

               first, out of any amounts then on deposit in the Pool Custodial
     Account that represent payments or other collections of principal Received
     by the Trust with respect to the Trust Mortgage Loans and/or REO Trust
     Mortgage Loans in the Loan Group that includes the Trust Mortgage Loan or
     REO Trust Mortgage Loan in respect of which such Nonrecoverable Advance was
     made, and which amounts, but for their application to reimburse such
     Nonrecoverable Advance (and/or to pay interest thereon), would be included
     in the Available Distribution Amount for the related Distribution Date;

               second, out of any amounts then on deposit in the Pool Custodial
     Account that (i) represent payments or other collections of principal
     Received by the Trust with respect to the Trust Mortgage Loans or REO Trust
     Mortgage Loans in the Loan Group that does not include the Trust Mortgage
     Loan or REO Trust Mortgage Loan in respect of which such Nonrecoverable
     Advance was made, and which amounts, but for their application to reimburse
     such Nonrecoverable Advance (and/or to pay interest thereon), would be
     included in the Available Distribution Amount for the related Distribution
     Date;

               third, out of any amounts then on deposit in the Pool Custodial
     Account that represent any other payments and/or collections Received by
     the Trust with respect to the Trust Mortgage Loans or REO Trust Mortgage
     Loans in the Loan Group that includes the Trust Mortgage Loan or REO Trust
     Mortgage Loan in respect of which such Nonrecoverable Advance was made, and
     which amounts, but for their application to reimburse such Nonrecoverable
     Advance (and/or to pay interest thereon), would be included in the
     Available Distribution Amount for the related Distribution Date;

               fourth, out of any amounts then on deposit in the Pool Custodial
     Account that represent any other payments and/or collections Received by
     the Trust with respect to the Trust Mortgage Loans or REO Trust Mortgage
     Loans in the Loan Group that does not include the Trust Mortgage Loan or
     REO Trust Mortgage Loan in respect of which such Nonrecoverable Advance was
     made, and which amounts, but for their application to reimburse such
     Nonrecoverable Advance (and/or to pay interest thereon), would be included
     in the Available Distribution Amount for the related Distribution Date; and

               fifth, out of any other amounts then on deposit in the Pool
     Custodial Account that may be available to reimburse the subject
     Nonrecoverable Advance and/or to pay interest thereon.


                                      -97-

<PAGE>

          (b) If and to the extent that any payment or other collection of
principal of any Trust Mortgage Loan or REO Trust Mortgage Loan is deemed to be
applied in accordance with clause first or clause second of Section 1.03(a) to
reimburse a Nonrecoverable Advance or to pay interest thereon, and further if
and to the extent that such payment or other collection of principal constitutes
part of the Principal Distribution Amount for any Distribution Date, then: (i)
the Adjusted Principal Distribution Amount for such Distribution Date shall
exclude such payment or other collection of principal; and (ii) for purposes of
calculating the Adjusted Principal Distribution Amount for such Distribution
Date, the amount of such payment or other collection of principal shall be
subtracted from the Principal Distribution Amount for such Distribution Date. In
addition, for purposes of determining the respective portions of the Adjusted
Principal Distribution Amount for any Distribution Date that are attributable to
the two Loan Groups, the Trustee shall take into account whether any payment or
other collection of principal excluded from such Adjusted Principal Distribution
Amount in accordance with the preceding sentence relates to a Trust Mortgage
Loan or REO Trust Mortgage Loan, as the case may be, in Loan Group No. 1 or Loan
Group No. 2.

          (c) If and to the extent that (1) any Advance is determined to be a
Nonrecoverable Advance, (2) such Advance is reimbursed or interest thereon is
paid out of general principal collections on the Mortgage Pool as contemplated
by Section 1.03(a) above and (3) the particular item for which such Advance was
originally made or such interest on such Advance, as the case may be, is
subsequently Received by the Trust (in whole or in part) out of payments or
other collections in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan (such item or such interest on such Advance, as the case may be,
if and to the extent so collected, a "Recovered Amount"), then: (i) without
duplication of any amounts already included therein, the Adjusted Principal
Distribution Amount for the Distribution Date that corresponds to the related
Collection Period in which such item or such interest on such Advance, as the
case may be, was Received by the Trust shall include such Recovered Amount; (ii)
for purposes of calculating the Adjusted Principal Distribution Amount for the
Distribution Date that corresponds to the related Collection Period in which
such item was Received by the Trust, such Recovered Amount (to the extent not
already included therein) shall be added to the Principal Distribution Amount
for such Distribution Date; and (iii) such Advance or such interest thereon, as
the case may be, to the extent of such Recovered Amount, will no longer be
considered to have been reimbursed or paid, as the case may be, out of general
principal collections on the Mortgage Pool. In addition, if and to the extent
that any Advance is determined to be a Nonrecoverable Advance, interest on such
Advance is paid out of general principal collections on the Mortgage Pool as
contemplated by Section 1.03(a) above and such interest on such Advance is
subsequently reimbursed to the Trust out of Default Charges or Loss of Value
Payments collected on the Trust Mortgage Loan or REO Trust Mortgage Loan as to
which such Advance was made, then: (i) the Adjusted Principal Distribution
Amount for the Distribution Date that corresponds to the related Collection
Period in which such Default Charges were Received by the Trust or such Loss of
Value Payments were so applied shall include the portion of such Default Charges
or Loss of Value Payments that was applied to reimburse the Trust for such
interest on such Advance; (ii) for purposes of calculating the Adjusted
Principal Distribution Amount for the Distribution Date that corresponds to the
related Collection Period in which such Default Charges were Received by the
Trust or such Loss of Value Payments were so applied, an amount equal to the
portion of such Default Charges or Loss of Value Payments that was applied to
reimburse the Trust for such interest on such Advance shall be added to the
Principal Distribution Amount for such Distribution Date; and (iii) such
interest on such Advance, to the extent of such Recovered Amount, will no longer
be considered to have been paid out of general principal collections on the
Mortgage Pool. In addition, for purposes of determining the respective portions
of the Adjusted


                                      -98-

<PAGE>

Principal Distribution Amount for any Distribution Date that are attributable to
the two Loan Groups, the Trustee shall take into account whether any Recovered
Amount included in such Adjusted Principal Distribution Amount in accordance
with the preceding sentence relates to a Trust Mortgage Loan or REO Trust
Mortgage Loan, as the case may be, in Loan Group No. 1 or Loan Group No. 2;
provided that, if the Nonrecoverable Advance or interest thereon to which such
Recovered Amount corresponds was deemed reimbursed or paid, as the case may be,
out of payments and other collections of principal attributable to both Loan
Groups, then such Recovered Amount shall be deemed allocated to the two Loan
Groups, in each case up to the amount of payments and other collections of
principal attributable thereto that were deemed applied to reimburse or pay, as
the case may be, such Nonrecoverable Advance or interest thereon, in the reverse
order contemplated by Section 1.03(a).

          (d) Nothing contained in this Section 1.03 is intended to limit the
ability of any party hereto that is entitled to reimbursement hereunder for any
unreimbursed Advances that have been or are determined to be Nonrecoverable
Advances (together with interest accrued and payable thereon pursuant to Section
3.11(g) or Section 4.03(d)) to collections of principal Received by the Trust
with respect to the Mortgage Pool; instead the order of priority set forth in
Section 1.03(a) is a deemed allocation only for purposes of calculating
distributions on the Certificates.


                                      -99-

<PAGE>

                                   ARTICLE II

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

          SECTION 2.01. Creation of Trust; Conveyance of Trust 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 2004-C4". Wells Fargo 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 Trust
Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii)
the respective Co-Lender Agreements; and (iv) 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 Trust Mortgage Loans and due
after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part
of a Loan Combination, is subject to the provisions of the related Co-Lender
Agreement. With respect to each Trust Mortgage Loan that is part of a Loan
Combination, the Trustee, on behalf of the Trust, assumes the obligations of the
holder of such Trust Mortgage Loan and the related Mortgage Note under, and
agrees to be bound by, the related Co-Lender Agreement.

          The parties hereto acknowledge and agree that, notwithstanding Section
11.07, the transfer of the Trust 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 Lehman Trust Mortgage
Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has
(pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the
case of each UBS Trust Mortgage Loan, to deliver to and deposit with: (i) the
Trustee or a Custodian appointed thereby, on or before the Closing Date, the
Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to
be delivered by the Trustee to (x) upon request, the Master Servicer (at the
expense of the Trustee and not at the expense of the Trust Fund), within 10
Business Days of such request, and (y) with respect to the Garden State Plaza
Loan Group, the Garden State Plaza Non-Trust Noteholders, at the expense of the
initial Garden State Plaza Noteholders; and (ii) the Master Servicer (or, at the
direction of the Master Servicer, to the appropriate Sub-Servicer), on or before
the Closing Date, all unapplied Escrow Payments and Reserve Funds in the
possession of the Depositor or the UBS Mortgage Loan Seller, as the case may be,
that relate to such Trust Mortgage Loan. 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).


                                     -100-

<PAGE>

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

          (c) The Depositor hereby represents and warrants that it has retained
or caused to be retained, with respect to each Lehman Trust Mortgage Loan (other
than the 666 Fifth Avenue Trust 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 Trust Mortgage Loan, an Independent Person
(each such Person, a "Recording/Filing Agent") for purposes of promptly (and in
any event within 45 days following the later of the Closing Date and the date on
which all necessary recording or filing (as applicable) information is available
to such Recording/Filing Agent) recording or filing, as the case may be, in the
appropriate public office for real property records or UCC Financing Statements,
as appropriate, each related assignment of Mortgage and assignment of Assignment
of Leases in favor of the Trustee referred to in clause (a)(iv) of the
definition of "Mortgage File" and, solely with respect to nursing facilities and
hospitality properties (as identified on Schedule VI hereto), each related
assignment of UCC Financing Statement in favor of the Trustee referred to in
clause (a)(xiv) of the definition of "Mortgage File".

          Notwithstanding the foregoing, the Depositor may, in the case of a
Lehman Trust Mortgage Loan (other than the 666 Fifth Avenue Trust Mortgage
Loan), and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage
Loan, request the Trustee to record or file, as applicable, any of the
assignments of Mortgage, assignments of Assignment of Leases or assignments of
UCC Financing Statements referred to above, and in such event, the requesting
party shall cause any such unrecorded or unfiled document to be delivered to the
Trustee. The Trustee shall promptly undertake to record or file any such
document upon its receipt thereof.

          The Depositor shall bear the costs of the recording and filing
referred to in the prior two paragraphs with respect to the Lehman Trust
Mortgage Loans (other than the 666 Fifth Avenue Trust Mortgage Loan), 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 Trust Mortgage Loans. The Depositor hereby covenants as to each Lehman Trust
Mortgage Loan (other than the 666 Fifth Avenue Trust Mortgage Loan), and the UBS
Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase
Agreement as to each UBS Trust Mortgage Loan, that it will cause the applicable
Recording/Filing Agent to forward to the Trustee each related assignment of
Mortgage, each related assignment of Assignment of Leases and, solely with
respect to nursing facilities and hospitality properties, each related
assignment of UCC Financing Statement in favor of the Trustee following its
return by the applicable public recording or filing office, as the case may be;
provided that, in those instances where the public recording office retains the
original assignment of Mortgage or assignment of Assignment of Leases, a
certified copy of the recorded original shall be forwarded to the Trustee. Each
assignment referred to in the prior two paragraphs that is recorded by the
Trustee shall reflect that it should be returned by the public recording office
to the Trustee or its agent or to the applicable Recording/Filing Agent,
following recording, and each assignment of UCC Financing Statement referred to
in the prior two paragraphs that is filed by the Trustee shall reflect that the
file copy thereof should be returned to the Trustee or its agent following
filing; provided that, in those instances where the public recording office
retains the original assignment of Mortgage or assignment of Assignment of
Leases, the Trustee shall obtain therefrom a certified copy of the recorded
original. At least every 90


                                     -101-

<PAGE>

days after the Closing Date (or at additional times upon the request of the
Master Servicer if reasonably necessary for the ongoing administration and/or
servicing of the related Serviced Trust Mortgage Loan by the Master Servicer)
and at the expense of the Depositor (in the case of a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), the Trustee shall forward to the Master Servicer a copy of any of the
aforementioned assignments that have been received by the Trustee.

          If any of the aforementioned assignments relating to a UBS Trust
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 Trust Mortgage Loan (other than the 666 Fifth Avenue Trust Mortgage Loan)
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, then the Depositor shall promptly prepare or cause the
preparation of a substitute therefor or cure such defect, as the case may be,
and shall deliver to the Trustee the substitute or corrected document. The
Trustee shall upon receipt, whether from the UBS Mortgage Loan Seller or the
Depositor, cause the same to be duly recorded or filed, as appropriate.

          (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each Lehman Trust Mortgage
Loan (other than the 666 Fifth Avenue Trust Mortgage Loan), deliver to and
deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust
Mortgage Loan, to deliver to and deposit with, the Master Servicer (or, at the
direction of the Master Servicer, to the appropriate Sub-Servicer), within 45
days of the Closing Date, the Mortgage Loan Origination Documents that relate to
such Serviced Trust Mortgage Loan; provided that neither the Depositor nor the
UBS Mortgage Loan Seller shall be required to deliver any draft documents,
privileged or other communications, credit underwriting or due diligence
analyses or information, credit committee briefs or memoranda or other internal
approval documents or data or internal worksheets, memoranda, communications or
evaluations.

          The Master Servicer shall review the documents with respect to each
Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan
Seller pursuant to or as contemplated by the immediately preceding paragraph and
provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a
certificate (the "Master Servicer Certification") within 90 days of the Closing
Date acknowledging its receipt of such documents actually received; provided
that such review shall be limited to identifying the document received, the
Serviced Trust Mortgage Loan to which it purports to relate, that it appears
regular on its face and that it appears to have been executed (where
appropriate). Notwithstanding anything to the contrary set forth herein, to the
extent the Depositor or the UBS Mortgage Loan Seller, as applicable, has not
been notified in writing of its failure to deliver any document with respect to
a Serviced Trust Mortgage Loan required to be delivered pursuant to or as
contemplated by the immediately preceding paragraph prior to the first
anniversary of the date of the Master Servicer Certification, the Depositor or
the UBS Mortgage Loan Seller, as applicable, shall have no obligation to provide
such document.

          In addition, pursuant to the LBHI/Depositor Mortgage Loan Purchase
Agreement and the UBS/Depositor Mortgage Loan Purchase Agreement, the Lehman
Mortgage Loan Seller and the UBS


                                     -102-

<PAGE>

Mortgage Loan Seller, respectively, will be required to deliver, on the Closing
Date, to the Master Servicer for deposit in the Pool Custodial Account the
Initial Deposits relating to the Lehman Trust Mortgage Loans and the UBS Trust
Mortgage Loans, respectively. The Master Servicer shall hold all documents and
records received by it in accordance with this Section 2.01(d) (as well as any
funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in
trust for the benefit of the Certificateholders (and, insofar as they also
relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit
of the related Serviced Non-Trust Mortgage Loan Noteholder).

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

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

          SECTION 2.02. Acceptance of Trust Fund by Trustee.

          (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Trust 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
Trust 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 any Serviced Combination Trust Mortgage
Loan relates to a Serviced Non-Trust Mortgage Loan, the Trustee shall also hold
such Mortgage File in trust for the use and benefit of the related Serviced
Non-Trust Mortgage 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 Trust Mortgage Loan, (i) the
Specially Designated Mortgage Loan Documents are in its possession or the
possession of a Custodian on its behalf, and (ii) the original Mortgage Note
(or, if accompanied by a lost note affidavit, the copy of such Mortgage Note)
received by it or any Custodian with respect to such Trust Mortgage Loan has
been reviewed by it or by such Custodian on its behalf and (A) appears regular
on its face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Trust Mortgage Loan.

          (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions


                                     -103-

<PAGE>

have been removed and (iii) the day on which the Depositor has repurchased the
last affected Trust Mortgage Loan), the Trustee or a Custodian on its behalf
shall review the documents delivered to it or such Custodian with respect to
each Mortgage Loan, and the Trustee shall (or shall cause a Custodian on its
behalf to), 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 a
Serviced Non-Trust Mortgage Loan, the related Serviced Non-Trust Mortgage 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)(vii)
and (a)(xiv) (without regard to the second parenthetical in such clause
(a)(xiv)) of the definition of "Mortgage File" or, in the case of the 666 Fifth
Avenue 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) (except in
the case of the 666 Fifth Avenue Trust Mortgage Loan) has been completed (based
solely on receipt by the Trustee or by a Custodian on its behalf of the
particular recorded/filed documents); (iii) all documents received by it or any
Custodian with respect to such Mortgage Loan have been reviewed by it or by such
Custodian on its behalf and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appear to have been executed (where
appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on
the examinations referred to in Section 2.02(a) above and this Section 2.02(b)
and only as to the foregoing documents, the information set forth in the Trust
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Trust 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 (or shall cause
a Custodian on its behalf to) deliver a comparable certification, upon request,
to any party hereto, any Serviced Non-Trust Mortgage Loan Noteholder and/or any
Underwriter.

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

          (d) It is understood that the scope of the Trustee's review of the
Mortgage Files is limited solely to confirming that the documents specified in
clauses (a)(i) through (a)(vii) and (a)(xiv) (or, in the case of the 666 Fifth
Avenue Trust Mortgage Loan, clauses (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.


                                     -104-

<PAGE>

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

          (a) If any party hereto discovers or receives written notice, with
respect to any Trust Mortgage Loan, (i) that any document constituting a part of
clauses (a)(i) through (a)(x) (or, in the case of the 666 Fifth Avenue Trust
Mortgage Loan, clause (b)(i)) of the definition of "Mortgage File" has not been
executed or is missing (each, a "Document Defect") or (ii) that there exists 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 Trust Mortgage Loan (a "Breach") or a breach of any
representation or warranty of the Depositor set forth in Section 2.04(b) with
respect to any Lehman Trust Mortgage Loan (also, a "Breach"), then such party
shall give prompt written notice thereof to each Rating Agency, the related
Mortgage Loan Seller, the other parties hereto and the Controlling Class
Representative. If the Depositor (in the case of a Lehman Trust Mortgage Loan)
or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan)
receives written notice of a Document Defect or a Breach and such Document
Defect or Breach with respect to any Trust Mortgage Loan materially and
adversely affects the value of such Trust Mortgage Loan at the time of such
notice, 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 Trust Mortgage Loan, the Trustee shall
deliver a Seller/Depositor Notification to the UBS Mortgage Loan Seller, the
Master Servicer and the Special Servicer and shall require the UBS Mortgage Loan
Seller, within the time period and subject to the conditions provided for in the
UBS/Depositor Mortgage Loan Purchase Agreement, except as otherwise contemplated
by Sections 2.03(d) and 2.03(e) to cure such Material Document Defect or
Material Breach, as the case may be, or repurchase the affected Trust Mortgage
Loan or any related REO Property (or, in the case of an REO Property related to
a Loan Combination, the Trust's interest therein) at the applicable Purchase
Price by wire transfer of immediately available funds to the Pool Custodial
Account. Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a Lehman Trust Mortgage Loan, the Trustee shall
deliver a Seller/Depositor Notification to the Depositor, the Master Servicer
and the Special Servicer, and the Depositor shall, subject to Section 2.03(d),
2.03(e) and 2.03(f), (A) not later than 90 days after (1) the Depositor and the
Trustee have agreed upon the existence of such Material Document Defect or
Material Breach or (2) a court of competent jurisdiction makes a final
non-appealable determination that a Material Document Defect or Material Breach
exists or (B) in the case of a Material Document Defect or Material Breach that
affects whether a Lehman Trust Mortgage Loan is or will continue to be a
"qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified
Mortgage"), not later than 90 days following the discovery by any party of such
Material Document Defect or Material Breach (either such 90-day period, in the
case of (A) or (B) (with respect to a Lehman Trust Mortgage Loan), and any
"Initial Resolution Period", as defined in the UBS/Depositor Mortgage Loan
Purchase Agreement (with respect to a UBS Trust Mortgage Loan), as applicable,
are each referred to herein as the "Initial Resolution Period"), (i) cure such
Material Document Defect or Material Breach, as the case may be, in all material
respects (which cure shall include payment of any out-of-pocket expenses that
are reasonably incurred and directly attributable to pursuing such a claim based
on such Material Document Defect or Material Breach associated therewith) or
(ii) if any such Material Document Defect or Material Breach, as the case may
be, cannot be cured within the Initial Resolution Period, repurchase the
affected Lehman Trust Mortgage Loan or any related REO Property (or, in the case
of an REO Property related to a Loan Combination, the Trust's


                                     -105-

<PAGE>

interest therein) at the applicable Purchase Price by wire transfer of
immediately available funds to the Pool Custodial Account; provided, however,
that if (w) such Material Document Defect or Material Breach is capable of being
cured but not within the Initial Resolution Period, (x) such Material Document
Defect or Material Breach, as the case may be, does not affect whether any
Lehman Trust Mortgage Loan is a Qualified Mortgage, (y) the Depositor has
commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach, as the case may be, within the Initial Resolution
Period, and (z) the Depositor shall have delivered to the Trustee an Officer's
Certificate confirming that such Material Breach or Material Document Defect, as
the case may be, is not capable of being cured within the applicable Initial
Resolution Period, setting forth what actions the Depositor is pursuing in
connection with the cure thereof and stating that the Depositor anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
Initial Resolution Period, then the Depositor shall have an additional 90-day
period (such additional 90-day period (with respect to a Lehman Trust Mortgage
Loan), and any "Resolution Extension Period", as defined in the UBS/Depositor
Mortgage Loan Purchase Agreement (with respect to a UBS Trust Mortgage Loan), as
applicable, are each referred to herein as the "Resolution Extension Period"),
to complete such cure or, failing such, to repurchase the affected Trust
Mortgage Loan (or the related Mortgaged Property); and provided, further, that,
if any such Material Document Defect is still not cured after the Initial
Resolution Period and any such Resolution Extension Period solely due to the
failure of the Depositor to have received a recorded document, then the
Depositor shall be entitled to continue to defer its cure and repurchase
obligations in respect of such Material Document Defect so long as the Depositor
certifies to the Trustee every six months thereafter that the Material Document
Defect is still in effect solely because of its failure to have received the
recorded document and that the Depositor is diligently pursuing the cure of such
defect (specifying the actions being taken). The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Depositor
(in the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(in the case of a UBS Trust Mortgage Loan) pursuant to Section 2.02(b) or
otherwise nor possession of such certification or schedule by the Depositor (in
the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in
the case of a UBS Trust Mortgage Loan) shall, in and of itself, constitute
delivery of notice of any Material Document Defect or Material Breach or
knowledge or awareness by the Depositor or the UBS Mortgage Loan Seller, as the
case may be, of any Material Document Defect or Material Breach.

          If, during the period of deferral by the Depositor of its cure and
repurchase obligations as contemplated by the last proviso of the penultimate
sentence of the preceding paragraph, or during any comparable deferral by the
UBS Mortgage Loan Seller of its cure and repurchase obligations as provided in
Section 5 of the UBS/Depositor Mortgage Loan Purchase Agreement, as applicable,
the Trust Mortgage Loan that is the subject of the Material Document Defect
either becomes a Specially Serviced Trust Mortgage Loan or becomes the subject
of a proposed or actual assumption of the obligations of the related Mortgagor
under such Trust Mortgage Loan, then (i) any party to this Agreement that
becomes aware of such event shall deliver a Seller/Depositor Notification to
such effect (unless a Seller/Depositor Notification with respect to such event
has already been delivered by another party) to the Master Servicer, the Special
Servicer, the Trustee, the Depositor (in the case of a Lehman Trust Mortgage
Loan) and the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), and (ii) the Trustee, upon becoming aware of such event, shall deliver a
Seller/Depositor Notification to the Master Servicer, the Special Servicer, the
Depositor (in the case of a Lehman Trust Mortgage Loan) and the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan), providing notice of such
event and directing the Depositor or the UBS Mortgage Loan Seller, as
applicable, to cure the


                                     -106-

<PAGE>

subject Material Document Defect within 15 days of receipt of such
Seller/Depositor Notification. If, upon the expiration of such 15-day period,
the Depositor or the UBS Mortgage Loan Seller, as applicable, has failed to cure
the subject Material Document Defect, the Master Servicer or the Special
Servicer, as applicable, shall be entitled (but not obligated) to perform the
obligations of the Depositor or the UBS Mortgage Loan Seller, as applicable,
with respect to curing the subject Material Document Defect; and, upon electing
to perform such obligations, the Master Servicer or the Special Servicer, as
applicable, shall promptly deliver a Seller/Depositor Notification to such
effect. In connection with the preceding sentence, the Depositor will, and the
UBS Mortgage Loan Seller will be obligated under the UBS/Depositor Mortgage Loan
Purchase Agreement to, pay all reasonable actual out-of-pocket costs and
expenses in connection with the applicable servicer's effecting such cure.

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

          (c) If one or more (but not all) of the Trust Mortgage Loans
constituting a Cross-Collateralized Group are to be repurchased by the Depositor
or the UBS Mortgage Loan Seller as contemplated by this Section 2.03, then,
prior to the subject repurchase, the Depositor or the UBS Mortgage Loan Seller,
as the case may be, or its designee shall use its reasonable efforts, subject to
the terms of the related Trust 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 Trust Mortgage Loan(s) in such Cross-Collateralized Group that are
to be repurchased, on the one hand, and the remaining Trust Mortgage Loan(s)
therein, on the other hand, such that those two groups of Trust Mortgage Loans
are each secured only by the Mortgaged Properties identified in the Trust
Mortgage Loan Schedule as directly corresponding thereto; provided that no such
termination shall be effected unless and until (i) 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 ten (10) Business Days of the Controlling Class
Representative's receipt of a written request for such consent) and (ii) the
Trustee has received from the


                                     -107-

<PAGE>

Depositor or the UBS Mortgage Loan Seller, as the case may be, (A) 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 (B) 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 Trust Mortgage Loans, or the UBS Mortgage
Loan Seller, in the case of UBS Trust 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 Trust 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 Trust Mortgage Loan.

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

          (e) Subject to the penultimate sentence of this paragraph and subject
to Section 2.03(d), if the Depositor determines that a Material Breach (other
than a Material Breach of a representation or warranty on the part of the
Depositor set forth in and made pursuant to Section 2.04(b)(xvii)) or a Material
Document Defect with respect to a Lehman Trust Mortgage Loan is not capable of
being cured in accordance with Section 2.03(a), or the UBS Mortgage Loan Seller
determines that a Material Breach (other than a Material Breach of a
representation or warranty on the part of the UBS Mortgage Loan Seller set forth
in and made pursuant to paragraph (xvii) of Exhibit B to the UBS/Depositor
Mortgage Loan Purchase Agreement) or Material Document Defect with respect to a


                                     -108-

<PAGE>

UBS Trust Mortgage Loan is not capable of being cured in accordance with Section
5(a) of the UBS/Depositor Mortgage Loan Purchase Agreement, then in lieu of
repurchasing such Trust Mortgage Loan the Depositor or the UBS Mortgage Loan
Seller, as the case may be, may, at its sole option, pay a cash amount equal to
the loss of value (each such payment, a "Loss of Value Payment") with respect to
such Trust Mortgage Loan, which loss of value is directly attributed to such
Material Breach or Material Document Defect, as the case may be. The amount of
each such Loss of Value Payment shall be determined either (i) by mutual
agreement of the Special Servicer on behalf of the Trust with respect to the
subject Material Breach or Material Document Defect, as the case may be, and
either the Depositor or the UBS Mortgage Loan Seller, as the case may be, or
(ii) by judicial decision; provided that, in the event there is a legal action
for determining the existence of a Material Breach or a Material Document Defect
with respect to any Trust Mortgage Loan, such legal action must also include a
determination of the amount of the loss of value to such Trust Mortgage Loan
directly attributed to such Material Breach or such Material Document Defect, as
the case may be. Provided that such payment is made, this paragraph describes
the sole remedy available to the Certificateholders and the Trustee on their
behalf regarding any such Material Breach or Material Document Defect and
neither the Depositor (in the case of a Lehman Trust Mortgage Loan) nor the UBS
Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) shall be
obligated to otherwise cure such Material Breach or Material Document Defect or
repurchase the affected Mortgage Loan based on such Material Breach or Material
Document Defect under any circumstances. Notwithstanding the foregoing
provisions of this Section 2.03(e), if substantially all of the loss of value to
a Mortgage Loan was caused by a Material Breach or Material Document Defect,
which Material Breach or Material Document Defect is not capable of being cured,
this Section 2.03(e) shall not apply and the Depositor (in the case of a Lehman
Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) shall be obligated to repurchase the affected Mortgage Loan at
the applicable Purchase Price in accordance with Section 2.03(a). Furthermore,
neither the Depositor nor the UBS Mortgage Loan Seller shall have the option of
delivering Loss of Value Payments in connection with any Material Breach
relating to a Trust Mortgage Loan's failure to be a Qualified Mortgage. In the
event there is a Loss of Value Payment made by the Depositor or the UBS Mortgage
Loan Seller, as the case may be, in accordance with this Section 2.03(e), the
amount of such Loss of Value Payment shall be deposited into the Loss of Value
Reserve Fund to be applied in accordance with Section 3.05(e).

          In the event the amount of any Loss of Value Payment is determined by
judicial decision, then such Loss of Value Payment shall also include the
payment of any costs and expenses (including costs incurred in establishing the
amount of any related loss of value to the subject Trust Mortgage Loan) that
are: (i) reasonably incurred in good faith by the Master Servicer, the Special
Servicer and/or the Trustee (on behalf of the Trust) in enforcing the rights of
the Trust with respect to the subject Material Breach or Material Document
Defect, as the case may be; and (ii) directly attributable to the enforcement of
the rights of the Trust with respect to the subject Material Breach or Material
Document Defect, as the case may be; provided that, if the Depositor (with
respect to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (with
respect to a UBS Trust Mortgage Loan) tenders a loss of value payment in a
specified amount in connection with a Material Breach or Material Document
Defect prior to the institution of legal proceedings and that offer is rejected,
and if an amount equal to or less than the loss of value payment originally
tendered by the Depositor or the UBS Mortgage Loan Seller, as the case may be,
is ultimately determined by judicial decision to be the actual amount of the
Loss of Value Payment attributed to such Material Breach or Material Document
Defect, as the case may be, then that Loss of Value Payment shall not include
the payment of any costs or expenses incurred by the Master Servicer, the
Special Servicer and/or the Trustee in connection with the subject litigation;


                                     -109-

<PAGE>

provided, further, that, if the Special Servicer requests a loss of value
payment from the Depositor or the UBS Mortgage Loan Seller, as the case may be,
of a specified amount in connection with a Material Breach or Material Document
Defect, as the case may be, and the Depositor or the UBS Mortgage Loan Seller,
as the case may be, refuses to pay that amount, and if an amount equal to or
greater than the loss of value payment originally requested by the Special
Servicer is ultimately determined by judicial decision to be the actual Loss of
Value Payment attributable to such Material Document Defect or Material Breach,
then that Loss of Value Payment shall also include the payment of all costs and
expenses reasonably incurred in connection with that judicial determination; and
provided, further, that, if the Depositor (with respect to a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (with respect to a UBS Trust
Mortgage Loan) tenders a loss of value payment in connection with a Material
Breach or Material Document Defect, as the case may be, in a specified amount,
and the Special Servicer rejects such tender and requests a greater loss of
value payment amount, and an amount in between the respective amounts tendered
and requested is ultimately determined by judicial decision to be the actual
Loss of Value Payment attributable to such Material Breach or Material Document
Defect, as the case may be, then that Loss of Value Payment shall also include
the payment of an amount equal to the product of (i) all costs and expenses
reasonably incurred in connection with that judicial determination, multiplied
by (ii) a fraction, the numerator of which is the excess of the amount
determined by judicial decision over the amount tendered by the Depositor or the
UBS Mortgage Loan Seller, as the case may be, and the denominator of which is
the excess of the amount requested by the Special Servicer over the amount
tendered by the Depositor or the UBS Mortgage Loan Seller, as the case may be.
Notwithstanding the foregoing, in the event any Loss of Value Payment is
determined by the parties hereto by mutual agreement (and not by a judicial
decision), that Loss of Value Payment shall not include any costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee unless such
costs and expenses were specifically included in such mutual agreement.

          (f) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of the Depositor set forth in and
made pursuant to Section 2.04(b)(xvii) or the UBS Mortgage Loan Seller set forth
in and made pursuant to paragraph (xvii) of Exhibit B to the UBS/Depositor
Mortgage Loan Purchase Agreement, and the subject Mortgage Loan becomes a
Qualified Mortgage prior to the expiration of the Initial Resolution Period
applicable to a Material Document Defect or Material Breach that affects whether
a Mortgage Loan is a Qualified Mortgage, and without otherwise causing an
Adverse REMIC Event or an Adverse Grantor Trust Event, then such breach will be
cured and the Depositor or the UBS Mortgage Loan Seller, as the case may be,
will not be obligated to repurchase or otherwise remedy such Breach.

          (g) In connection with any purchase or repurchase of a Trust Mortgage
Loan pursuant to or otherwise as contemplated by this Section 2.03, the Trustee,
the Custodian, the Master Servicer and the Special Servicer shall each tender to
the purchasing/repurchasing entity, upon delivery to each of them of a receipt
executed by the purchasing/repurchasing entity, all portions of the Mortgage
File and other documents pertaining to such Trust 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
purchasing/repurchasing entity or its designee in the same manner, but only if
the respective documents have been previously assigned or endorsed to the
Trustee, and pursuant to appropriate forms of assignment, substantially similar
to the manner and forms pursuant to which such documents were previously
assigned to the Trustee; provided that such tender by the Trustee or by a
Custodian on its behalf shall be conditioned upon its receipt from the Master
Servicer of a Request for Release accompanied by a certification of a Servicing
Officer to the effect that all amounts received or


                                     -110-

<PAGE>

to be received in connection with such purchase or repurchase, as the case may
be, which are required to be deposited in the Pool Custodial Account pursuant to
Section 3.04(a) have been deposited. 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(g), and such
other instruments as may be necessary or appropriate to transfer title to an REO
Property or any interest therein in connection with the repurchase of an REO
Trust Mortgage Loan and the Trustee shall execute and deliver any powers of
attorney necessary to permit the Master Servicer to do so; provided, however,
that the Trustee shall not be held liable for any misuse of any such power of
attorney by the Master Servicer.

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

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

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


                                     -111-

<PAGE>

Opinions of Counsel, in connection with any such "qualified liquidation" of the
related Loan REMIC in accordance with the REMIC Provisions.

          (k) If at any time a Garden State Plaza Trust Mortgage Loan has been
repurchased by the related Mortgage Loan Seller and the other Garden State Plaza
Trust Mortgage Loan has not been repurchased by the related Mortgage Loan
Seller, the applicable Garden State Plaza Note A-1/A-2 Non-Trust Mortgage Loan
Noteholder or its designee shall be entitled to purchase, for the applicable
Purchase Price, the Garden State Plaza Trust Mortgage Loan that remains in the
Trust Fund, provided that a payment default or a material non-monetary default
exists with respect to such Garden State Plaza Trust Mortgage Loan; provided
that in the event the Garden State Plaza Trust Mortgage Loan remaining in the
Trust Fund is not so purchased by the applicable Garden State Plaza Note A-1/A-2
Non-Trust Mortgage Loan Noteholder or its designee, then the Garden State Plaza
Trust Mortgage Loan that was in fact repurchased by the related Mortgage Loan
Seller shall be treated as a Garden State Plaza Non-Trust Mortgage Loan in
accordance with this Agreement.

          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
any Fiscal Agent, the Master Servicer and the Special Servicer, as of the
Closing Date, that:

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

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

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

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

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


                                     -112-

<PAGE>

     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 Trust 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 Trust 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 Trust
     Mortgage Loans to the Trustee pursuant to Section 2.01(a).

               (ix) After giving effect to its transfer of the Trust Mortgage
     Loans to the Trustee pursuant to Section 2.01(a), 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
     Trust Mortgage Loans by the Depositor to the Trustee.

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


                                     -113-

<PAGE>

          (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 Trust Mortgage Loan only, as of the Closing Date or such other date
specified in the particular representation and warranty, subject to the
exceptions set forth on Schedule II hereto, as follows (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) Trust Mortgage Loan Schedule. The information pertaining to
     such Mortgage Loan set forth in the Trust Mortgage Loan Schedule was true
     and correct in all material respects as of its Due Date in May 2004.

               (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 a Lehman Mortgage Loan Seller
     or another Affiliate of the Depositor, then, to the Depositor's actual
     knowledge, after having performed the type of due diligence customarily
     performed in the origination of comparable mortgage loans by a Lehman
     Mortgage Loan Seller, 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 Lehman Trust Mortgage Loan. The Depositor owns
     such Mortgage Loan, has good title thereto, has full right, power and
     authority to sell, assign and transfer such Mortgage Loan and is
     transferring such Mortgage Loan free and clear of any and all liens,
     pledges, charges or security interests of any nature encumbering such
     Mortgage Loan, exclusive of the servicing rights pertaining thereto; no
     provision of the Mortgage Note, Mortgage(s) or 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 in the case
     of a Loan Combination, which may, pursuant to the related Co-Lender
     Agreement, require notice to one or more rating agencies or another lender
     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 such
     Mortgage Loan has been disbursed but a portion thereof is being held in
     escrow or reserve accounts to be released pending the satisfaction of
     certain conditions relating to leasing, repairs or other matters with
     respect to the related Mortgaged Property) and there is no requirement for
     future advances thereunder.

               (v) Loan Document Status. Each of the related Mortgage Note,
     Mortgage(s), Assignment(s) of Leases, if separate from the related
     Mortgage, and other agreements executed in favor of the lender in
     connection therewith is the legal, valid and binding obligation of the
     maker thereof (subject to the non-recourse provisions therein and any state
     anti-deficiency legislation), enforceable in accordance with its terms,
     except that (A) such


                                     -114-

<PAGE>

     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. Such Mortgage Loan is non-recourse to the
     Mortgagor or any other Person except to the extent provided in certain
     nonrecourse carveouts and/or in any applicable guarantees. If such Mortgage
     Loan has a Cut-off Date Balance of $15 million or more, the related
     Mortgagor or another Person has agreed, in effect, to be liable for all
     liabilities, costs, losses, damages or expenses suffered or incurred by the
     mortgagee under such Mortgage Loan by reason of or in connection with and
     to the extent of (A) any material intentional fraud or material intentional
     misrepresentation by the related Mortgagor; (B) any breach on the part of
     the related mortgagor of any environmental representations warranties and
     covenants contained in the related Mortgage Loan documents; and (C) the
     filing of a voluntary bankruptcy or insolvency proceeding by the related
     mortgagor; provided that, instead of any breach described in clause (B) of
     this paragraph, the related Mortgagor or such other Person may instead be
     liable for liabilities, costs, losses, damages, expenses and claims
     resulting from a breach of the obligations and indemnities of the related
     Mortgagor under the related Mortgage Loan documents relating to hazardous
     or toxic substances, radon or compliance with environmental laws.

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

               (vii) Assignments. The assignment of the related Mortgage(s) and
     Assignment(s) of Leases to the Trustee (or, in the case of the 666 Fifth
     Avenue Trust Mortgage Loan, to the 666 Fifth Avenue Trustee) constitutes
     the legal, valid, binding and, subject to the limitations and exceptions as
     to enforceability set forth in paragraph (b)(v) above, enforceable
     assignment of such documents (provided that the unenforceability of any
     such assignment based on bankruptcy, insolvency, receivership,
     reorganization, liquidation, moratorium and/or other similar laws affecting
     the enforcement of creditors' rights generally or based on general
     principles of equity (regardless of whether such enforcement is considered
     in a proceeding in equity or at law) shall be a breach of this
     representation and warranty only upon the declaration by a court with
     jurisdiction in the matter that such assignment is to be unenforceable on
     such basis).


                                     -115-

<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 including all improvements
     thereon (other than any tenant owned improvements), which Mortgaged
     Property is free and clear of all encumbrances and liens having priority
     over or on a parity with the first lien of such Mortgage, except for the
     following (collectively, the "Permitted Encumbrances"): (A) the lien for
     real estate taxes, water charges, sewer rents and assessments not yet due
     and payable; (B) covenants, conditions and restrictions, rights of way,
     easements and other matters that are of public record or that are omitted
     as exceptions in the related lender's title insurance policy (or, if not
     yet issued, omitted as exceptions in a pro forma title policy or title
     policy commitment); (C) exceptions and exclusions specifically referred to
     in the related lender's title insurance policy (or, if not yet issued,
     referred to in a pro forma title policy or title policy commitment); (D)
     other matters to which like properties are commonly subject, (E) the rights
     of tenants (as tenants only) under leases (including subleases) pertaining
     to the related Mortgaged Property; (F) condominium declarations of record
     and identified in the related lender's title insurance policy (or, if not
     yet issued, identified in a pro forma title policy or title policy
     commitment); and (G) if the subject Lehman Trust Mortgage Loan constitutes
     a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another
     Mortgage Loan contained in the same Cross-Collateralized Group; provided
     that, in the case of a Lehman Trust Mortgage Loan that is part of a Loan
     Combination, such Mortgage also secures the other mortgage loan(s) in such
     Loan Combination. With respect to the subject Lehman Trust Mortgage Loan,
     such Permitted Encumbrances do not, individually or in the aggregate,
     materially and adversely interfere with the benefits of the security
     intended to be provided by the related Mortgage, the current principal use
     or operation of the related Mortgaged Property or the ability of the
     related Mortgaged Property to generate sufficient cashflow to enable the
     related Mortgagor to timely pay in full the principal and interest on the
     related Mortgage Note (other than a Balloon Payment, which would require a
     refinancing). If the related Mortgaged Property is operated as a nursing
     facility or a hospitality property, the related Mortgage, together with any
     security agreement, chattel mortgage or similar agreement and UCC financing
     statement, if any, establishes and creates a first priority, perfected
     security interest (subject only to any prior purchase money security
     interest, revolving credit lines and any personal property leases), to the
     extent such security interest can be perfected by the recordation of a
     Mortgage or the filing of a UCC financing statement, in all material
     personal property owned by the Mortgagor that is used in, and is reasonably
     necessary to, the operation of the related Mortgaged Property, and that is
     located on the related Mortgaged Property, which personal property
     includes, in the case of Mortgaged Properties operated by the related
     Mortgagor as a nursing facility or hospitality property, all furniture,
     fixtures, equipment and other personal property located at the subject
     Mortgaged Property that are owned by the related Mortgagor and reasonably
     necessary or material to the operation of the subject Mortgaged Property.
     In the case of any Lehman Trust Mortgage Loan secured by a hotel, the
     related loan documents contain such provisions as are necessary and UCC
     financing statements have been filed as necessary, in each case, to perfect
     a valid first priority security interest, to the extent such security
     interest can be perfected by the inclusion of such provisions and the
     filing of a UCC financing statement, in the Mortgagor's right to receive
     related hotel room revenues with respect to such Mortgaged Property.

               (ix) Taxes and Assessments. All taxes, governmental assessments,
     water charges, sewer rents or similar governmental charges which, in all
     such cases, were directly


                                     -116-

<PAGE>

     related to the related Mortgaged Property and could constitute liens on the
     related Mortgaged Property prior to the lien of the related Mortgage,
     together with all ground rents, that prior to the related Due Date in May
     2004 became due and payable in respect of, and materially affect, any
     related Mortgaged Property have been paid or are escrowed for or are not
     yet delinquent, and the Depositor knows of no unpaid tax, assessment,
     ground rent, water charges or sewer rent, which, in all such cases, were
     directly related to the subject Mortgaged Property and could constitute
     liens on the subject Mortgaged Property prior to the lien of the related
     Mortgage that prior to the Closing Date became due and delinquent in
     respect of any related Mortgaged Property, or in any such case an escrow of
     funds in an amount sufficient to cover such payments has been established.

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

               (xi) Title Insurance. Each related Mortgaged Property is covered
     by an ALTA (or its equivalent) lender's title insurance policy issued by a
     nationally recognized title insurance company, insuring that each related
     Mortgage is a valid first lien on such Mortgaged Property in the original
     principal amount of such Mortgage Loan (or, if such Mortgage Loan is part
     of a Loan Combination, in the original principal amount of such Loan
     Combination) after all advances of principal, subject only to Permitted
     Encumbrances and, in the case of a Lehman Trust Mortgage Loan that is part
     of a Loan Combination, further subject to the fact that the related
     Mortgage also secures the related Non-Trust Mortgage Loan(s) (or, if such
     policy has not yet been issued, such insurance may be evidenced by a
     binding commitment or binding pro forma marked as binding and signed
     (either thereon or on a related escrow letter attached thereto) by the
     title insurer or its authorized agent) from a title insurer qualified
     and/or licensed in the applicable jurisdiction, as required, to issue such
     policy; such title insurance is in full force and effect, all premiums have
     been paid, is freely assignable and will inure to the benefit of the
     Trustee (or, in the case of the 666 Fifth Avenue Trust Mortgage Loan, the
     666 Fifth Avenue Trustee) as sole insured as mortgagee of record, or any
     such commitment or binding pro forma is a legal, valid and binding
     obligation of such insurer; no claims have been made by the Depositor or
     the applicable Lehman Mortgage Loan Seller under such title insurance; and
     neither the Depositor nor the applicable Lehman Mortgage Loan 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; such
     policy or commitment or binding pro forma contains no exclusion for (or
     alternatively it insures over such exclusion, unless such coverage is
     unavailable in the relevant jurisdiction) (A) access to a public road, (B)
     that there is no material encroachment by any improvements on the related
     Mortgaged Property either to or from any adjoining property or


                                     -117-

<PAGE>

     across any easements on the related Mortgaged Property, and (C) that the
     land shown on the survey materially conforms to the legal description of
     the related Mortgaged Property.

               (xii) Property Insurance. As of the date of its origination and,
     to the Depositor's actual knowledge, as of the Cut-off Date, all insurance
     required under each related Mortgage (except where a tenant under a lease
     is permitted to insure or self-insure under a lease) was in full force and
     effect with respect to each related Mortgaged Property; such insurance
     included (A) fire and extended perils insurance included within the
     classification "All Risk of Physical Loss" or the equivalent thereof in an
     amount (subject to a customary deductible) at least equal to the lesser of
     (1) 100% of the full insurable value of the improvements located on such
     Mortgaged Property and (2) the outstanding principal balance of such
     Mortgage Loan or the portion thereof allocable to such Mortgaged Property),
     (B) business interruption or rental loss insurance for a period of not less
     than 12 months, (C) comprehensive general liability insurance in an amount
     not less than $1 million per occurrence, (D) workers' compensation
     insurance (if the related Mortgagor has employees and if required by
     applicable law), and (E) if (1) such Mortgage Loan is secured by a
     Mortgaged Property located in the State of California or in "seismic zone"
     3 or 4 and (2) a seismic assessment as described below revealed a maximum
     probable or bounded loss in excess of 20% of the amount of the estimated
     replacement cost of the improvements on such Mortgaged Property, seismic
     insurance; it is an event of default under such Mortgage Loan if the
     above-described insurance coverage is not maintained by the related
     Mortgagor (except where a tenant under a lease is permitted to insure or
     self-insure under a lease) and the related loan documents provide (in
     either a general cost and expense recovery provision or a specific
     provision with respect to recovery of insurance costs and expenses) that
     any reasonable out-of-pocket costs and expenses incurred by the mortgagee
     in connection with such default in obtaining such insurance coverage may be
     recovered from the related Mortgagor; the related Evidence of Property
     Insurance and certificate of liability insurance (which may be in the form
     of an Acord 27 or an Acord 25, respectively), or forms substantially
     similar thereto, provide that the related insurance policy may not be
     terminated or reduced without at least 10 days prior notice to the
     mortgagee and (other than those limited to liability protection) name the
     mortgagee and its successors as loss payee; no notice of termination or
     cancellation with respect to any such insurance policy has been received by
     the Depositor or the applicable Lehman Mortgage Loan Seller; all premiums
     under any such insurance policy have been paid through the Cut-off Date;
     the insurance policies specified in clauses (A), (B) and (C) above are
     required to be maintained with insurance companies having "financial
     strength" or "claims paying ability" ratings of at least "A:VII" from A.M.
     Best Company or at least "BBB+" (or equivalent) from a nationally
     recognized statistical rating agency (or, with respect to certain blanket
     insurance policies, such other ratings as are in compliance with S&P's
     applicable criteria for rating the Certificates); and, except for certain
     amounts not greater than amounts which would be considered prudent by an
     institutional commercial mortgage lender with respect to a similar mortgage
     loan and which are set forth in the related Mortgage or other loan
     documents relating to such Mortgage Loan, and subject to the related
     exception schedules, the related Mortgage Loan documents provide that any
     property insurance proceeds will be applied (or, at the discretion of the
     mortgagee, will be applied) either to the repair or restoration of all or
     part of the related Mortgaged Property or the reduction of the outstanding
     principal balance of such Mortgage Loan; provided that the related Mortgage
     Loan documents may entitle the related Mortgagor to any portion of such
     proceeds remaining after completion of the repair or restoration of the
     related Mortgaged Property or payment of amounts due under such Mortgage
     Loan.


                                     -118-

<PAGE>

     Notwithstanding anything to the contrary in this paragraph (xii), with
     regard to insurance for acts of terrorism, any such insurance and the
     amount thereof may be limited by the commercial availability of such
     coverage, whether the mortgagee may reasonably require such insurance,
     certain limitations with respect to the cost thereof and/or whether such
     hazards are at the time commonly insured against for property similar to
     the related Mortgaged Property. If the related Mortgaged Property is
     located in the State of California or in "seismic zone" 3 or 4, then: (A)
     either a seismic assessment was conducted with respect to the related
     Mortgaged Property in connection with the origination of such Mortgage Loan
     or earthquake insurance was obtained; and (B) the probable maximum loss for
     the related Mortgaged Property as reflected in such seismic assessment, if
     any, was determined based upon a return period of not less than 475 years,
     an exposure period of 50 years and a 10% probability of incidence. Schedule
     II-(xii) attached hereto is true and correct in all material respects.

               (xiii) No Material Defaults. Other than payments due but not yet
     30 days or more delinquent, there is (A) no material default, breach,
     violation or event of acceleration existing under the related Mortgage
     Note, the related Mortgage or other loan documents relating to such
     Mortgage Loan, and (B), to the knowledge of the Depositor, no event which,
     with the passage of time or with notice and the expiration of any grace or
     cure period, would constitute a material default, breach, violation or
     event of acceleration under any of such documents; provided, however, that
     this representation and warranty does not cover any default, breach,
     violation or event of acceleration (A) that specifically pertains to or
     arises out of the subject matter otherwise covered by any other
     representation and warranty made by the Depositor in this Section 2.04(b)
     or (B) with respect to which neither the Depositor nor the applicable
     Lehman Mortgage Loan Seller has any actual knowledge. Neither the Depositor
     nor the applicable Lehman Mortgage Loan Seller has waived, in writing or
     with knowledge, any material default, breach, violation or event of
     acceleration under any of such documents. Under the terms of such Mortgage
     Loan, no person or party other than the mortgagee or its servicing agent
     may declare an event of default or accelerate the related indebtedness
     under such Mortgage Loan.

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

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

               (xvi) Subordinate Debt. 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 or any direct controlling interest in
     the Mortgagor to secure any other promissory note or debt (other than
     another Mortgage Loan in the Trust Fund and, if such Mortgage Loan is part
     of a Loan Combination, the other mortgage loan(s) that are part of such
     Loan Combination, as applicable).


                                     -119-

<PAGE>

               (xvii) Qualified Mortgage. Such Mortgage Loan is "qualified
     mortgage" within the meaning of Section 860G(a)(3) of the Code.
     Accordingly, either as of the date of origination or the Closing Date, the
     fair market value of the real property securing such Mortgage Loan was not
     less than 80% of the "adjusted issue price" (within the meaning of the
     REMIC Provisions) of such Mortgage Loan. For purposes of the preceding
     sentence, the fair market value of the real property securing such Mortgage
     Loan was first reduced by the amount of any lien on such real property that
     is senior to the lien that secures such Mortgage Loan, and was further
     reduced by a proportionate amount of any lien that is on a parity with the
     lien that secures such Mortgage Loan. No action that occurs by operation of
     the terms of such Mortgage Loan would cause such Mortgage Loan to cease to
     be a "qualified mortgage" and such Mortgage Loan does not permit the
     release or substitution of collateral if such release or substitution (A)
     would constitute a "significant modification" of such Mortgage Loan within
     the meaning of Treasury regulations section 1.1001-3, (B) would cause such
     Mortgage Loan not to be a "qualified mortgage" within the meaning of
     Section 860G(a)(3) of the Code (without regard to clauses (A)(i) or (A)(ii)
     thereof) or (C) would cause a "prohibited transaction" within the meaning
     of Section 860F(a)(2) of the Code. The related Mortgaged Property, if
     acquired in connection with the default or imminent default of such
     Mortgage Loan, would constitute "foreclosure property" within the meaning
     of Section 860G(a)(8) of the Code.

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

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

               The Mortgagor with respect to such Mortgage Loan has represented,
     warranted and covenanted generally to the effect that, to its knowledge,
     except as set forth in the environmental reports described above, it has
     not used, caused or permitted to exist, and will not


                                     -120-

<PAGE>

     use, cause or permit to exist, on the related Mortgaged Property, any
     Hazardous Materials in any manner which violates applicable federal, state
     or local laws governing the use, storage, handling, production or disposal
     of Hazardous Materials at the related Mortgaged Property and (A) the
     related Mortgagor and a natural person have agreed to indemnify the
     mortgagee under such Mortgage Loan, and its successors and assigns, against
     any losses, liabilities, damages, penalties, fines, claims and reasonable
     out of pocket expenses (excluding lost profits, consequential damages and
     diminution of value of the related Mortgaged Property, provided that no
     Lehman Trust Mortgage Loan with an original principal balance equal to or
     greater than $15,000,000 contains an exclusion for "diminution of value" of
     the related Mortgaged Property) paid, suffered or incurred by such
     mortgagee resulting from such Mortgagor's material violation of any
     environmental law or a material breach of the environmental representations
     and warranties or covenants given by the related Mortgagor in connection
     with such Mortgage Loan or (B) environmental insurance has been obtained.
     If such Mortgage Loan is a Mortgage Loan as to which neither a natural
     person has provided the indemnity set forth above nor environmental
     insurance has been obtained, such Mortgage Loan is set forth on Schedule
     II-(xix).

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

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

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

               (xxii) Loan Security. Such Mortgage Loan is secured by a Mortgage
     on a fee simple interest and/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.


                                     -121-

<PAGE>

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

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

               (xxv) Due-on-Encumbrance. Each Lehman Trust 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 with respect to any Class of Certificates would not occur, any
     related Mortgaged Property or any direct controlling interest in the
     Mortgagor is directly encumbered in connection with subordinate financing;
     and, except in the case of a Lehman Trust Mortgage Loan that is part of a
     Loan Combination (for which such consent has been granted with respect to
     the other mortgage loan(s) in such Loan Combination), and except for the
     respective Lehman Trust Mortgage Loans secured by the Mortgaged Properties
     listed on Schedule II-(xxv) (for which such consent has been granted with
     respect to mezzanine debt), no such consent has been granted by the
     applicable Lehman Mortgage Loan Seller. To the Depositor's knowledge, no
     related Mortgaged Property is encumbered in connection with subordinate
     financing (except that each Mortgaged Property securing a Lehman Trust
     Mortgage Loan that is part of a Loan Combination also secures the other
     mortgage loan(s) in such Loan Combination); however, if the related
     Mortgaged Property is listed on Schedule II-(xxv), then certain direct
     controlling equity holders in the related Mortgagor are known to the
     Depositor to have incurred debt secured by their ownership interest in the
     related Mortgagor.

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

               (xxvii) Mortgagor Concentration. Except in the case of the Garden
     State Plaza Trust Mortgage Loan, the 666 Fifth Avenue Trust Mortgage Loan,
     the Two Penn Plaza Trust Mortgage Loan and the Trust Mortgage Loan secured
     by the Mortgaged Property identified on the Trust Mortgage Loan Schedule as
     Airport Corporate Center, such Mortgage Loan, together with any other
     Lehman Trust 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.


                                     -122-

<PAGE>

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

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

               (xxx) Property Release. 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 or was given material value in the
     underwriting of such Mortgage Loan at origination, without (A) payment in
     full of such Mortgage Loan, (B) delivery of Defeasance Collateral in the
     form of "government securities" within the meaning of Section 2(a)(16) of
     the Investment Company Act of 1940, as amended (the "Investment Company
     Act"), (C) delivery of substitute real property collateral, or (D) payment
     of a release price equal to at least 125% of the loan amount allocated to
     the related Mortgaged Property subject to the release or (E) the
     satisfaction of certain underwriting and legal requirements which the
     applicable Lehman Mortgage Loan Seller required in the origination of
     comparable mortgage loans.

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


                                     -123-

<PAGE>

               (xxxii) Property Financial Statements. The related Mortgagor has
     covenanted in the related Mortgage Loan documents to deliver to the
     mortgagee annual operating statements and rent rolls of each related
     Mortgaged Property. If such Mortgage Loan had an original principal balance
     greater than $15 million, the related Mortgagor has covenanted to provide
     such operating statements and rent rolls on a quarterly basis.

               (xxxiii) Single Purpose Entity. If such Mortgage Loan has a
     Cut-off Date Balance in excess of $25 million, then the related Mortgagor
     is obligated by its organizational documents and the related Mortgage Loan
     documents to be a Single Purpose Entity for so long as such Mortgage Loan
     is outstanding; and, if such Mortgage Loan has a Cut-off Date Balance
     greater than $5 million and less than $25 million, then the related
     Mortgagor is obligated by its organizational documents and/or the related
     Mortgage Loan documents to own the related Mortgaged Property and no other
     material assets, except such as are incidental to the ownership of such
     Mortgaged Property for so long as such Mortgage Loan is outstanding. For
     purposes of this representation, "Single Purpose Entity" means an entity
     whose organizational documents or the related Mortgage Loan documents
     provide substantially to the effect that such entity: (A) is formed or
     organized solely for the purpose of owning and operating one or more of the
     Mortgaged Properties securing such Mortgage Loan, (B) may not engage in any
     business unrelated to the related Mortgaged Property or Mortgaged
     Properties, (C) does not have any material assets other than those related
     to its interest in and operation of such Mortgaged Property or Mortgaged
     Properties and (D) may not incur indebtedness other than as permitted by
     the related Mortgage or other Mortgage Loan documents. If such Mortgage
     Loan has an initial principal balance of $25 million and above and the
     related Mortgagor is a single member limited liability company, such
     Mortgagor's organizational documents provide that such Mortgagor shall not
     dissolve or liquidate upon the bankruptcy, dissolution, liquidation or
     death of its sole member and is organized in a jurisdiction that provides
     for such continued existence and there was obtained opinion of counsel
     confirming such continued existence. If such Mortgage Loan has, or is part
     of a group of Lehman Trust Mortgage Loans with affiliated Mortgagors
     having, a Cut-off Date Balance equal to or greater than 2% of the Initial
     Pool Balance, or if such Mortgage Loan has an original principal balance
     equal to or greater than $25 million, there was obtained an opinion of
     counsel regarding non-consolidation of such Mortgagor.

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

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

               (xxxvi) Originator Duly Authorized. To the extent required under
     applicable law as of the Closing Date, the originator of such Mortgage Loan
     was qualified and authorized to


                                     -124-

<PAGE>

     do business in each jurisdiction in which a related Mortgaged Property is
     located at all times when it held such Mortgage Loan to the extent
     necessary to ensure the enforceability of such Mortgage Loan.

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

               (xxxviii) Cross-Collateralization. The related Mortgaged Property
     is not, to the Depositor's knowledge, collateral or security for any
     mortgage loan that is not in the Trust Fund and, if such Mortgage Loan is
     cross-collateralized, it is cross-collateralized only with other Mortgage
     Loans in the Trust Fund, except that a Lehman Trust Mortgage Loan that is
     part of a Loan Combination is secured by one or more Mortgaged Properties
     that also secure the related Non-Trust Mortgage Loan(s). The security
     interest/lien on each material item of collateral for such Mortgage Loan
     has been assigned to the Trustee (or, in the case of the 666 Fifth Avenue
     Trust Mortgage Loan, the 666 Fifth Avenue Trustee).

               (xxxix) Flood Hazard Insurance. None of the improvements on any
     related Mortgaged Property are located in a flood hazard area as defined by
     the Federal Insurance Administration or, if any portion of the improvements
     on the related Mortgaged Property are in an area identified in the Federal
     Register by the Federal Emergency Management Agency as having special flood
     hazards falling within zones A or V in the national flood insurance
     program, the Mortgagor has obtained and is required to maintain flood
     insurance.

               (xl) Engineering Assessments. One or more engineering assessments
     or updates of a previously conducted engineering assessment were performed
     by an Independent engineering consulting firm with respect to each related
     Mortgaged Property during the 12-month period preceding the Cut-off Date,
     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.

               (xli) Escrows. All escrow deposits and payments relating to such
     Mortgage Loan are under control of the Depositor or the servicer of such
     Mortgage Loan and all amounts required as of the date hereof under the
     related Mortgage Loan documents to be deposited by the related Mortgagor
     have been deposited. The Depositor is transferring to the Trustee (or, in
     the case of the 666 Fifth Avenue Trust Mortgage Loan, has transferred to
     the 666 Fifth Avenue Trustee) all of its right, title and interest in and
     to such amounts.

               (xlii) Licenses, Permits and Authorizations. The related
     Mortgagor has represented in the related Mortgage Loan documents that, and
     to the actual knowledge of the Depositor, as of the date of origination of
     such Mortgage Loan, all material licenses, permits and


                                     -125-

<PAGE>

     authorizations then required for use of the related Mortgaged Property by
     such Mortgagor, the related lessee, franchisor or operator have been issued
     and were valid and in full force and effect.

               (xliii) Servicing and Collection Practices. The servicing and
     collection practices used by the Depositor and the applicable Lehman
     Mortgage Loan Seller or, to the Depositor's knowledge, any other prior
     holder of the related Mortgage Note with respect to such Mortgage Loan have
     been in all respects legal and have met customary industry standards.

               (xliv) Fee Simple. Unless such Mortgage Loan is covered by the
     representation and warranty in the immediately following paragraph (xlv),
     such Mortgage Loan is secured in whole or in material part by a fee simple
     interest.

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

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

               (B)  upon the foreclosure of such Mortgage Loan (or acceptance of
                    a deed in lieu thereof), the Mortgagor's interest in such
                    Ground Lease is assignable to the Trustee (or, in the case
                    of the 666 Fifth Avenue Trust Mortgage Loan, the 666 Fifth
                    Avenue 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 (or, in the
                    case of the 666 Fifth Avenue Trust Mortgage Loan, the 666
                    Fifth Avenue 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, 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,


                                     -126-

<PAGE>

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

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

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

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

               (I)  such Ground Lease has a currently effective term (including
                    any options exercisable by the holder of the related
                    Mortgage) that extends not less than 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;


                                     -127-

<PAGE>

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

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

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

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

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

               (xlviii) Defeasance. If such Mortgage Loan is a Defeasance
     Mortgage Loan, the related Mortgage Loan documents require the related
     Mortgagor to pay all reasonable costs associated with the defeasance
     thereof, and either: (A) require the prior written consent of, and
     compliance with the conditions set by, the holder of such Mortgage Loan for
     defeasance or (B) require that (1) 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 regulations section
     1.860G-2(a)(8)(i) and must be sufficient to make all scheduled payments
     under the related Mortgage Note when due (assuming for each ARD Mortgage
     Loan that it matures on its Anticipated Repayment Date or on the date when
     any open prepayment period set forth in the related Mortgage Loan documents
     commences) or, in the case of a partial defeasance that effects the release
     of a material portion of the related Mortgaged Property, to make all
     scheduled payments under the related Mortgage Note on that part of such
     Mortgage Loan equal to at least 110% of the allocated loan amount of the
     portion of the Mortgaged


                                     -128-

<PAGE>

     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) such Mortgage Loan be
     assumed by a successor entity designated by the holder of such Mortgage
     Loan (or by the Mortgagor with the approval of such lender), and (5)
     counsel provide an opinion letter to the effect that the Trustee (or, in
     the case of the 666 Fifth Avenue Trust Mortgage Loan, the 666 Fifth Avenue
     Trustee) has a perfected security interest in such Defeasance Collateral
     prior to any other claim or interest.

               (xlix) Primary Servicing Rights. Except with respect to the
     servicer(s) under the 666 Servicing Agreement (or any successor servicer(s)
     appointed pursuant thereto or pursuant to the 666 Fifth Avenue Co-Lender
     Agreement), 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 the Master Servicer, or (C) as has been terminated.

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

               (li) Due Date. Subject to any business day convention imposed by
     the related loan documents, the Due Date for such Mortgage Loan is
     scheduled to be the first day, the sixth day, the tenth day or the eleventh
     day of each month.

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

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

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


                                     -129-

<PAGE>

     Depositor has any obligation to make any capital contributions to the
     related Mortgagor under the Mortgage or any other related Mortgage Loan
     document.

               (lv) No Undisclosed Common Ownership. To the Depositor's
     knowledge, except where multiple properties secure an individual Lehman
     Trust Mortgage Loan and except for properties securing Lehman Trust
     Mortgage Loans that are cross-defaulted and cross-collateralized and except
     as listed on Schedule II-(lv), no two properties securing Lehman Trust
     Mortgage Loans are directly or indirectly under common ownership.

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

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

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

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

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

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

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

               (lix) Appraisal. An appraisal of the related Mortgaged Property
     was conducted in connection with the origination of such Mortgage Loan; and
     such appraisal satisfied either (A) the requirements of the "Uniform
     Standards of Professional Appraisal Practice" as adopted by the Appraisal
     Standards Board of the Appraisal Foundation, or (B) the


                                     -130-

<PAGE>

     guidelines in Title XI of the Financial Institutions Reform, Recovery and
     Enforcement Act of 1989, in either case as in effect on the date such
     Mortgage Loan was originated.

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

          Except as expressly provided in Section 2.04(a), the Depositor does
not make any representations or warranties regarding the UBS Trust 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 and the Loss of Value
                        Reserve Fund by Trustee; Issuance of the Class V
                        Certificates.

          (a) 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 or with respect to the ARD Trust Mortgage Loans and any successor REO
Trust Mortgage Loans with respect thereto 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


                                     -131-

<PAGE>

the Grantor Trust. The rights of Holders of the Class V Certificates, to receive
distributions from the proceeds of the Grantor Trust Assets, and all ownership
interests of such Holders in and to such distributions, shall be as set forth in
this Agreement. The Class V Certificates shall evidence the entire beneficial
ownership of the Grantor Trust.

          (b) It is the intention of the parties hereto that any Loss of Value
Payments Received by the Trust pursuant to Section 2.03(e), together with the
account(s) and/or sub-account(s) in which such amounts are to be held pursuant
to Section 3.04(e), shall collectively constitute an "outside reserve fund"
within the meaning of Treasury regulation section 1.860G-2(h), designated as the
"Loss of Value Reserve Fund". The Trustee, by execution and delivery hereof,
acknowledges the assignment to it of the assets consisting of the Loss of Value
Reserve Fund, including the amounts held therein, and declares that it holds and
will hold such assets, through the Special Servicer, in accordance with Section
3.04(e), in trust and for the benefit of the Certificateholders, as their
interests may appear. Notwithstanding anything herein to the contrary, unless
there is a change in applicable law occurring after the date hereof, for all
income and franchise tax purposes, the Holder or Holders of the Class R-III
Certificates shall be treated and reported as the sole beneficial owner of the
Loss of Value Reserve Fund.

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

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

          SECTION 2.07. Conveyance of Loan REMIC Regular Interests.

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


                                     -132-

<PAGE>

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

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

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

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

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

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

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

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


                                     -133-

<PAGE>

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

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


                                     -134-

<PAGE>

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

          SECTION 3.01. Administration of the Mortgage Loans.

          (a) All of the Serviced Mortgage Loans and Administered REO Properties
are to be serviced and administered by the Master Servicer and/or the Special
Servicer hereunder. Each of the Master Servicer and the Special Servicer shall
service and administer the Serviced Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), 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; (iii)
the express terms of the respective Serviced Mortgage Loans and any and all
related intercreditor, co-lender or similar agreements (including with respect
to performing the duties of the holders of the respective Trust Mortgage Loans
thereunder (to the extent not inconsistent with this Agreement and to the extent
consistent with the Servicing Standard)); and (iv) 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 Serviced 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 Mortgage
Loans and shall render such services with respect to the Specially Serviced
Mortgage Loans as are specifically provided for herein, and (ii) the Special
Servicer shall service and administer each Specially Serviced Mortgage Loan and
Administered REO Property and shall render such services with respect to the
Performing Serviced Mortgage Loans as are specifically provided for herein. All
references herein to the respective duties of the Master Servicer and the
Special Servicer, and to the areas in which they may exercise discretion, shall
be subject to Section 3.21.

          (b) Subject to Sections 3.01(a), 3.20, 6.11, 6.12, 6.13 and 6.14, the
Master Servicer and the Special Servicer shall each have full power and
authority, acting alone (or, to the extent contemplated by Section 3.22 of this
Agreement, through subservicers), to do or cause to be done any and all things
in connection with the servicing and administration contemplated by Section
3.01(a) that it may deem necessary or desirable. Without limiting the generality
of the foregoing, each of the Master Servicer and the Special Servicer, in its
own name, with respect to each of the Serviced Mortgage Loans it is obligated to
service hereunder, is hereby authorized and empowered by the Trustee and each
related Serviced Non-Trust Mortgage Loan Noteholder (if any) to execute and
deliver, on behalf of the Certificateholders, the Trustee and the such Serviced
Non-Trust Mortgage Loan Noteholder or any of them, (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by any Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
(ii) in accordance with the Servicing Standard and subject to Sections 3.01(a),
3.20, 6.11, 6.12, 6.13 and 6.14, 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


                                     -135-

<PAGE>

and all instruments that such party may be required to execute on behalf of the
Trustee in connection with the defeasance of a Serviced Mortgage Loan as
contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at
the written request of the Master Servicer or the Special Servicer, promptly
execute any limited powers of attorney and other documents furnished by the
Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, 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 the Garden State Plaza Loan
Group is subject to the terms and conditions of the Garden State Plaza Co-Lender
Agreement. The parties hereto further recognize the respective rights and
obligations of the Garden State Plaza Noteholders under the Garden State Plaza
Co-Lender Agreement, including with respect to: (i) the allocation of
collections on or in respect of the Garden State Plaza Loan Group, (ii) the
making of remittances, to the Garden State Plaza Noteholders in accordance with
Section 3.03(c) and Section 4.01 of the Garden State Plaza Co-Lender Agreement;
(iii) the allocation of expenses and losses relating to the Garden State Plaza
Loan Group to the Garden State Plaza Noteholders in accordance with Section 4.01
of the Garden State Plaza Co-Lender Agreement, (iv) the sharing of certain
expenses in accordance with Section 4.03 of the Garden State Plaza Co-Lender
Agreement, and (v) the absence from the Garden State Plaza Co-Lender Agreement
of any right of the Trust as the holder of either or both of the Garden State
Plaza Trust Mortgage Loans or any designee thereof to purchase any Garden State
Plaza Non-Trust Mortgage Loan (whether in connection with a Fair Value
determination under Section 3.18 of this Agreement or otherwise). The parties
hereto further acknowledge that, in the event of a direct conflict between the
terms of this Agreement and the terms of the Garden State Plaza Co-Lender
Agreement, the Master Servicer or Special Servicer, as applicable, shall follow
the terms of the Garden State Plaza Co-Lender Agreement, to the extent
consistent with the Servicing Standard, applicable law and the terms of the
Garden State Plaza Mortgage Loans and the related Loan Documents.

          (d) The parties hereto acknowledge that the Two Penn Plaza Loan Group
is subject to the terms and conditions of the Two Penn Plaza Co-Lender
Agreement. The parties hereto further recognize the respective rights and
obligations of the Two Penn Plaza Noteholders under the Two Penn Plaza Co-Lender
Agreement, including with respect to: (i) the allocation of collections on or in
respect of the Two Penn Plaza Loan Group, and the making of remittances, to the
Two Penn Plaza Noteholders in accordance with Section 4.01 of the Two Penn Plaza
Co-Lender Agreement, (ii) the allocation of expenses and losses relating to the
Two Penn Plaza Loan Group to the Two Penn Plaza Noteholders in accordance with
Section 4.02 of the Two Penn Plaza Co-Lender Agreement, (iii) the sharing of
certain expenses in accordance with Section 4.05 of the Two Penn Plaza Co-Lender
Agreement, (iv) the right of the Two Penn Plaza Note B-1 Subordinate Non-Trust
Mortgage Loan Noteholder or its designee to purchase the Two Penn Plaza Pari
Passu Mortgage Loans in accordance with Section 4.03 of the Two Penn Plaza
Co-Lender Agreement, and (v) the right of the Two Penn Plaza Note B-1
Subordinate Non-Trust Mortgage Loan Noteholder or a designee thereof to cure
certain events of default occurring with respect to the Two Penn Plaza Pari
Passu Mortgage Loans in accordance with Article VII of the Two Penn Plaza
Co-Lender Agreement.


                                     -136-

<PAGE>

          (e) The parties hereto acknowledge that the Tower Square Loan Pair is
subject to the terms and conditions of the Tower Square Co-Lender Agreement. The
parties hereto further recognize the respective rights and obligations of the
Tower Square Noteholders under the Tower Square Co-Lender Agreement, including
with respect to: (i) the allocation of collections on or in respect of the Tower
Square Loan Pair, and the making of remittances, to the Tower Square Noteholders
in accordance with Section 4.01 of the Tower Square Co-Lender Agreement, (ii)
the allocation of expenses and losses relating to the Tower Square Noteholders
in accordance with Section 4.02 of the Tower Square Co-Lender Agreement, and
(iii) the right of the Tower Square Non-Trust Mortgage Loan Noteholder to
purchase the Tower Square Trust Mortgage Loan in accordance with Section 4.03 of
the Tower Square Co-Lender Agreement.

          (f) With respect to any Serviced Loan Combination, in the event that
neither the related Trust Mortgage Loan(s) nor the related REO Property is an
asset of the Trust Fund and, except as contemplated in the second paragraph of
this Section 3.01(f), in accordance with the related Co-Lender Agreement, the
servicing and administration of such Serviced Loan Combination and any related
REO Property are to be governed by a separate servicing agreement and not by
this Agreement, then (either (a) with the consent or at the request of the
holders of each Mortgage Loan comprising such Serviced Loan Combination or (b)
if expressly provided for in the related Co-Lender Agreement) the Master
Servicer and, if such Serviced Loan Combination is then being specially serviced
hereunder or the related Mortgaged Property has become an REO Property, the
Special Servicer, shall continue to act in such capacities under such separate
servicing agreement; provided that such separate servicing agreement shall be
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 such Serviced Loan Combination and the related Mortgaged Property shall be
the sole assets serviced and administered thereunder and the sole source of
funds thereunder.

          Further, with respect to any Serviced Loan Combination, if at any time
neither the related Trust Mortgage Loan(s) nor any related REO Property is an
asset of the Trust Fund, and if a separate servicing agreement with respect to
such Serviced Loan Combination or any related REO Property, as applicable, has
not been entered into as contemplated by the related Co-Lender Agreement and the
prior paragraph (for whatever reason, including the failure to obtain the rating
agency confirmation required in connection therewith pursuant to the related
Co-Lender Agreement), and notwithstanding that neither the related Trust
Mortgage Loan(s) nor any related REO Property is an asset of the Trust Fund,
then, unless directed otherwise by the then current holders of the Mortgage
Notes comprising such Serviced Loan Combination, the Master Servicer and, if
applicable, the Special Servicer shall continue to service and administer such
Serviced Loan Combination and/or any related REO Property, for the benefit of
the respective holders of such Loan Combination, under this Agreement as if such
Serviced Loan Combination or any related REO Property were the sole assets
subject hereto, with certain references in this Agreement applicable to the
Trust, the Trustee, the Certificates, the Certificateholders (or any subgroup
thereof) or any representative of any such Certificateholders, all being
construed to refer to such similar terms as are applicable to the then current
holder of the Mortgage Note(s) for the related Trust Mortgage Loan(s).

          (g) The parties hereto acknowledge that the 666 Fifth Avenue Loan Pair
is subject to the terms and conditions of the 666 Fifth Avenue Co-Lender
Agreement. The parties hereto further


                                     -137-

<PAGE>

recognize the respective rights and obligations of the 666 Fifth Avenue
Noteholders under the 666 Fifth Avenue Co-Lender Agreement, including with
respect to: (i) the allocation of collections on or in respect of the 666 Fifth
Avenue Loan Pair, and the making of remittances, to the 666 Fifth Avenue
Noteholders in accordance with Section 4.01 of the 666 Fifth Avenue Co-Lender
Agreement; (ii) the allocation of expenses and losses relating to the 666 Fifth
Avenue Loan Pair to the 666 Fifth Avenue Noteholders in accordance with Section
4.01 of the 666 Fifth Avenue Co-Lender Agreement; (iii) the sharing of certain
expenses in accordance with Section 4.04 of the 666 Fifth Avenue Co-Lender
Agreement; (iv) the purchase of the 666 Fifth Avenue Non-Trust Mortgage Loan) by
the holder of the 666 Fifth Avenue Mortgage Loan or its designee in accordance
with Section 4.02 of the 666 Fifth Avenue Co-Lender Agreement. The parties
hereto further acknowledge that (i) the 666 Fifth Avenue Loan Pair is to be
serviced and administered by the 666 Fifth Avenue Servicers in accordance with
the 666 Fifth Avenue Servicing Agreement, which term includes any successor
agreement contemplated under the 666 Fifth Avenue Co-Lender Agreement, (ii) the
obligations of the Master Servicer with respect to the 666 Fifth Avenue Trust
Mortgage Loan are only as expressly set forth in this Agreement, (iii) none of
the Master Servicer, the Trustee or any Fiscal Agent have any obligation to
monitor or supervise, and shall not be liable for, the performance of the 666
Fifth Avenue Servicers other than as expressly set forth in this Agreement, and
(iv) none of the Master Servicer, the Trustee or any Fiscal Agent have any
obligation to make Servicing Advances with respect to the 666 Fifth Avenue Loan
Pair.

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

          (i) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee, to the Serviced Non-Trust Mortgage Loan Noteholders and
to each other under this Agreement


                                     -138-

<PAGE>

is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.

          SECTION 3.02. Collection of Mortgage Loan Payments.

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

          (b) All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Trust 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 as otherwise
contemplated by the following four paragraphs, amounts Received by the Trust in
respect of or allocable to any particular Trust Mortgage Loan (whether or not
such Trust 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
such Trust Mortgage Loan (including for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage
Note, the related Mortgage and/or any related loan agreement and, in the absence
of such express provisions or to the extent that such payments and other
collections may be applied at the discretion of the lender, as follows: first,
as a recovery of any related unpaid


                                     -139-

<PAGE>

servicing expenses and unreimbursed Servicing Advances; second, as a recovery of
accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage
Rate (reduced, in the case of the 666 Fifth Avenue Trust Mortgage Loan, by
0.015%) 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 Trust 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 Trust Mortgage
Loan then due and owing, including by reason of acceleration of such Trust
Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Trust 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 Trust 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 Trust 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 Consideration then due and owing under such Trust Mortgage Loan;
seventh, as a recovery of any Default Charges then due and owing under such
Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification
fees and extension fees then due and owing under such Trust Mortgage Loan;
ninth, as a recovery of any other amounts then due and owing under such Trust
Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD
Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional
Interest); tenth, as a recovery of any remaining principal of such Trust
Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated
Repayment Date, as a recovery of accrued and unpaid Additional Interest on such
ARD Trust Mortgage Loan to but not including the date of receipt; provided that,
if one or more Advances previously made in respect of a Trust Mortgage Loan have
been reimbursed out of general collections of principal on the Mortgage Pool as
one or more Nonrecoverable Advances, then collections in respect of such Trust
Mortgage Loan available for application pursuant to clauses second through
eleventh of this sentence shall instead be applied in the following order--(i)
as a recovery of accrued and unpaid interest on, and principal of, such Trust
Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master
Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the
item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made
(together with, but only if a Liquidation Event has occurred with respect to
such Trust Mortgage Loan, any interest on such previously reimbursed
Nonrecoverable Advance(s) that was also paid out of general collections of
principal on the Mortgage Pool), and (iii) in accordance with clauses second
through eleventh of this sentence (taking into account the applications pursuant
to clauses (i) and (ii) of this proviso).

          Subject to the last paragraph of this Section 3.02(b), all payments
and other collections received with respect to the Garden State Plaza Mortgage
Loans shall be allocated between those four Mortgage Loans as provided in the
Garden State Plaza Co-Lender Agreement. Such payments and other collections so
allocated to each Garden State Plaza Mortgage Loan shall be applied to amounts
due and owing under the Garden State Plaza Mortgage Loans (including for
principal and accrued and unpaid interest) in accordance with the express
provisions of the related Mortgage Note, the related Mortgage and/or the related
loan agreement and, in the absence of any such express provisions or to the
extent that such amounts may be applied at the discretion of the lender, in
accordance with the provisions of the preceding paragraph (treating the Garden
State Plaza Non-Trust Mortgage Loans as a Trust Mortgage Loan solely for such
purpose); provided that, references to the recovery of any related unpaid
servicing expenses and unreimbursed Servicing Advances in clause first of the
preceding paragraph, with respect


                                     -140-

<PAGE>

to each Garden State Plaza Mortgage Loan, shall be deemed to refer to that
Garden State Plaza Mortgage Loan's allocable share of the related servicing
expense and/or Servicing Advance, as applicable, allocated thereto in accordance
with the Garden State Plaza Co-Lender Agreement.

          Subject to the last paragraph of this Section 3.02(b), all amounts
received with respect to any Serviced Loan Combination (other than the Garden
State Plaza Loan Group) shall be applied to amounts due and owing under the
Mortgage Loans comprising such Loan Combination (including for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Notes, the related Mortgage, the related loan agreement, if
any, and the related Co-Lender Agreement.

          Subject to the last paragraph of this Section 3.02(b), all amounts
Received by the Trust with respect to the 666 Fifth Avenue Trust Mortgage Loan
shall be allocated among interest, principal and/or prepayment consideration due
thereon in accordance with the terms of any distribution date statement or
servicer report received from the 666 Fifth Avenue Servicers with respect to the
666 Fifth Avenue Trust Mortgage Loan and, in the absence of any such statement
or report, in accordance with Section 4.01 of the 666 Fifth Avenue Co-Lender
Agreement.

          Notwithstanding the foregoing, Loss of Value Payments shall not be
applied in accordance with the foregoing provisions of this Section 3.02(b)
unless and until such amounts are transferred to the Pool Custodial Account, and
deemed to constitute Liquidation Proceeds in respect of a particular Trust
Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds
resulting from any purchase or repurchase out of the Trust Fund of, or any
application of Loss of Value Payments to, any Trust Mortgage Loan that is part
of a Loan Combination shall be applied in accordance with the provisions of the
first paragraph of this Section 3.02(b).

          (c) Promptly following the Closing Date, the Trustee shall send
written notice to the 666 Fifth Avenue Master Servicer, stating that, as of the
Closing Date, the Trustee is the holder of the 666 Fifth Avenue Trust Mortgage
Loan and directing the 666 Fifth Avenue Master Servicer to remit to the Master
Servicer all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the 666 Fifth Avenue
Trust Mortgage Loan under the 666 Fifth Avenue Co-Lender Agreement and the 666
Fifth Avenue Servicing Agreement. The Master Servicer shall, within one (1)
Business Day of receipt thereof or as otherwise required hereunder, deposit into
the Pool Custodial Account all amounts received by it from the 666 Fifth Avenue
Master Servicer or any other party under the 666 Fifth Avenue Servicing
Agreement with respect to the 666 Fifth Avenue Trust Mortgage Loan, the 666
Fifth Avenue Mortgaged Property or any 666 Fifth Avenue REO Property. In
connection with the foregoing, the Master Servicer shall provide the 666 Fifth
Avenue Master Servicer wiring instructions for remittances to the Master
Servicer. In the event that, during any calendar month, the Master Servicer
fails to so receive any amounts due to the holder of the 666 Fifth Avenue Trust
Mortgage Loan under the 666 Fifth Avenue Co-Lender Agreement and the 666 Fifth
Avenue Servicing Agreement by the end of the related Collection Period ending in
such calendar month, then the Master Servicer shall promptly (i) notify the 666
Fifth Avenue Master Servicer as well as the 666 Fifth Avenue Trustee that such
amounts due with respect to the 666 Fifth Avenue Trust Mortgage Loan or any 666
Fifth Avenue REO Trust Mortgage Loan have not been received (specifying the
amount of such deficiency), (ii) make inquiry of the 666 Fifth Avenue Master
Servicer and the 666 Fifth Avenue Trustee (and, to the extent learned, inform
the


                                     -141-

<PAGE>

Trustee) as to the reason that such amounts have not been timely received,
(iii) as and to the extent appropriate, request that the 666 Fifth Avenue Master
Servicer promptly remedy such failure to make a payment, and (iv) make a P&I
Advance with respect to such amounts as and if required by the terms of this
Agreement in accordance with Section 4.03. Further, in accordance with Section
4.03, in the event the Master Servicer fails to make such P&I Advance with
respect to the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO
Trust Mortgage Loan, then the Trustee or, if it fails to do so, any Fiscal
Agent, shall make such P&I Advance.

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

          (a) The Master Servicer shall, as to all Serviced Mortgage Loans,
establish and maintain one or more accounts (the "Servicing Accounts"), in which
all related Escrow Payments shall be deposited and retained; provided that, in
the case of a Serviced Loan Combination, if the related Servicing Account
includes funds with respect to any other Mortgage Loan, then the Master Servicer
shall maintain a separate sub-account of such Servicing Account that relates
solely to such Serviced Loan Combination. Subject to the terms of the related
loan documents, each Servicing Account shall be an Eligible Account. Withdrawals
of amounts so collected from a Servicing Account may be made (in each case, to
the extent of amounts on deposit therein in respect of the related Serviced
Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of
interest or other income earned on such amounts) only for the following
purposes: (i) consistent with the related loan documents, to effect the payment
of real estate taxes, assessments, insurance premiums (including premiums on any
Environmental Insurance Policy), ground rents (if applicable) and comparable
items in respect of the respective Mortgaged Properties; (ii) insofar as the
particular Escrow Payment represents a late payment that was intended to cover
an item described in the immediately preceding clause (i) for which a Servicing
Advance was made, to reimburse the Master Servicer, the Special Servicer, the
Trustee or any Fiscal Agent, as applicable, for such Servicing Advance; (iii) to
refund to Mortgagors any sums as may be determined to be overages; (iv)
following an event of default under the related Serviced Mortgage Loan, for such
other purposes as are consistent with the related loan documents, applicable law
and the Servicing Standard; (v) to pay interest, if required and as described
below, to Mortgagors on balances in such Servicing Account; (vi) to pay the
Master Servicer interest and investment income on balances in such Servicing
Account as described in Section 3.06, if and to the extent not required by law
or the terms of the related loan documents to be paid to the Mortgagor; or (vii)
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 Serviced Mortgage Loan. If the
Master Servicer shall deposit in a Servicing Account any amount not required to
be deposited therein, it may at any time withdraw such amount from such
Servicing Account, any provision herein to the contrary notwithstanding.

          (b) The Master Servicer shall, as to each and every Serviced Mortgage
Loan, (i) maintain accurate records with respect to the related Mortgaged
Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof and (ii) use reasonable
efforts to obtain, from time to time, all bills for (or otherwise confirm) the
payment of such items (including


                                     -142-

<PAGE>

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

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

          (d) The Master Servicer shall, as to all Serviced Mortgage Loans,
establish and maintain, as applicable, one or more accounts (the "Reserve
Accounts"), into which all related Reserve Funds, if any, shall be deposited and
retained; provided that, in the case of a Serviced Loan Combination, if the
related Reserve Account includes funds with respect to any other Mortgage Loan,
then the Master Servicer shall maintain a separate sub-account of such Reserve
Account that relates solely to such Serviced Loan Combination. 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, (ii) to pay
the Master Servicer interest and investment income earned on amounts in the
Reserve Accounts as described below, and (iii) following an event of default
under the related Serviced Mortgage Loan, for such other purposes as are
consistent with the related loan documents, applicable law and the Servicing
Standard. 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


                                     -143-

<PAGE>

repairs, capital improvements and/or environmental remediation at the related
Mortgaged Property must be completed; provided that any waiver, any extension
for more than 120 days and any subsequent extension may only be granted with the
consent of the Special Servicer.

          SECTION 3.04. Pool Custodial Account, Defeasance Deposit Account,
                        Collection Account, Interest Reserve Account, Excess
                        Liquidation Proceeds Account and Loss of Value Reserve
                        Fund.

          (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 (xi) below (which shall not include any
amounts allocable to the Non-Trust Mortgage Loans) 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 (1)
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Trust Mortgage Loans) or as otherwise required hereunder, the
following payments and collections received (including amounts Received by the
Trust with respect to the 666 Fifth Avenue Trust Mortgage Loan) 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 Trust Mortgage Loans due and payable on
or before the Cut-off Date, which amounts shall be delivered promptly to the
Depositor or its designee, with negotiable instruments endorsed as necessary and
appropriate without recourse, and other than amounts required to be deposited in
the Defeasance Deposit Account), or any of the following payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

               (i) all payments on account of principal of the Serviced Trust
     Mortgage Loans, including Principal Prepayments, and regardless of whether
     those payments are made by the related Mortgagor, any related guarantor or
     any party exercising cure rights under any related co-lender, intercreditor
     or similar agreement, 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 Trust
     Mortgage Loans, including Default Interest and Additional Interest, and
     regardless of whether those payments are made by the related Mortgagor, any
     related guarantor or any party exercising cure rights under any related
     co-lender, intercreditor or similar agreement, out of any related Reserve
     Funds maintained for such purpose, out of collections on any related
     Defeasance Collateral or from any other source;

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

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds Received by the Trust in respect of any Trust Mortgage
     Loan or, except to the extent such proceeds are to first be deposited in an
     REO Account, any REO Property;

               (v) any amounts representing a reimbursement, payment and/or
     contribution due and owing to the Trust from any Non-Trust Mortgage Loan
     Noteholder in accordance with the related Co-Lender Agreement;


                                     -144-

<PAGE>

               (vi) all remittances to the Trust under the 666 Fifth Avenue
     Servicing Agreement and/or the 666 Fifth Avenue Co-Lender Agreement with
     respect to the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue
     REO Property;

               (vii) 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;

               (viii) any amounts required to be deposited by the Master
     Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
     with losses on the Mortgage Pool resulting from a deductible clause in a
     blanket or master force placed hazard insurance policy;

               (ix) any amounts required to be transferred from the Loss of
     Value Reserve Fund pursuant to Section 3.05(e), any Loan Combination
     Custodial Account pursuant to Section 3.05A or the Pool REO Account
     pursuant to Section 3.16(c);

               (x) insofar as they do not constitute Escrow Payments, any
     amounts paid by a Mortgagor with respect to a Serviced Trust Mortgage Loan
     specifically to cover items for which a Servicing Advance has been made;
     and

               (xi) the Initial Deposits;

provided that any amounts described in clauses (i) through (v), (viii) and (x)
above that relate to a Serviced Combination Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto (other than Liquidation Proceeds
derived from the sale of such Trust Mortgage Loan to or through a related
Non-Trust Mortgage Loan Noteholder pursuant to the related Co-Lender Agreement,
the purchase of such Trust Mortgage Loan or the Trust's interest in any related
REO Property by the Depositor, by or on behalf of the UBS Mortgage Loan Seller
or by a Garden State Plaza Note A-1/A-2 Non-Trust Mortgage Loan Noteholder
pursuant to or as otherwise contemplated by Section 2.03, the purchase of such
Trust Mortgage Loan as a Specially Serviced Trust Mortgage Loan by a Purchase
Option Holder or its assignee pursuant to Section 3.18 or the purchase of such
Trust Mortgage Loan by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01) shall be deposited in the applicable Loan Combination Custodial Account,
and, in any such case, shall thereafter be transferred to the Pool Custodial
Account as provided in Section 3.05A, together with any other amounts required
to be transferred from such Loan Combination Custodial Account to the Pool
Custodial Account from time to time pursuant to Section 3.05A.

          The foregoing requirements for deposit in the Pool Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, Reserve Funds, assumption fees,
assumption application fees, funds representing a Mortgagor's payment of costs
and expenses associated with assumptions and defeasance, modification fees,
extension fees, charges for beneficiary statements or demands, amounts collected
for checks returned for insufficient funds and any similar fees (other than
Prepayment Consideration) 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


                                     -145-

<PAGE>

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
(v) and (x) of the second preceding paragraph with respect to any Serviced Trust
Mortgage Loan (other than a Serviced Combination Trust Mortgage Loan), the
Special Servicer shall promptly, but in no event later than two (2) 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 Administered REO Property (other than an Administered REO Property
that relates to a Serviced Loan Combination) shall be deposited by the Special
Servicer into the Pool REO Account and thereafter remitted to the Master
Servicer for deposit into the Pool Custodial Account as and to the extent
provided in Section 3.16(c).

          If and when any Mortgagor under a Defeasance Mortgage Loan (other than
the 666 Fifth Avenue Trust Mortgage Loan) elects to defease all or any part of
its Serviced 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 (1)
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 Combination, the related Non-Trust Mortgage Loan
Noteholder(s), to secure payment on the related Defeasance Mortgage Loan. The
Defeasance Deposit Account shall be an Eligible Account. To the extent permitted
by law or the applicable Defeasance Mortgage Loan, prior to the purchase of
Defeasance Collateral, funds in the Defeasance Deposit Account may be invested
only in Permitted Investments in accordance with the provisions of Section 3.06.
The Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Defeasance Mortgage
Loan(s).

          Notwithstanding the foregoing, in the event that the Master Servicer
receives cash to purchase Defeasance Collateral for an Early Defeasance Trust
Mortgage Loan that the Depositor or the UBS Mortgage Loan Seller, as applicable,
is required to repurchase pursuant to or as otherwise contemplated by Section
2.03(i), the Master Servicer shall hold such cash on behalf of the Trust Fund


                                     -146-

<PAGE>

until the Depositor or the UBS Mortgage Loan Seller, as applicable, tenders the
full Purchase Price in connection with such repurchase and thereafter retain
such cash in the Defeasance Deposit Account pending transfer to the Depositor or
the UBS Mortgage Loan Seller, as applicable, on the date of such repurchase.

          (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Collection Account") to be held in trust for the
benefit of the Certificateholders. Each account that constitutes the Collection
Account shall be an Eligible Account. The Trustee shall establish and maintain,
on a book-entry basis, the Class V Sub-Account, which sub-account shall be
deemed to be held in trust for the benefit of the Holders of the Class V
Certificates. The Master Servicer shall deliver to the Trustee each month on or
before the Trust 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 Trust 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 and any Loss of
Value Payments contemplated by Section 3.05(e). Immediately upon deposit of the
Master Servicer Remittance Amount for any Trust 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, as and when required pursuant to Section
3.06, the Trustee shall (in all cases prior to distributions on the Certificates
being made on the related Distribution Date) deposit in the Collection Account
any amounts required to be so deposited by the Trustee pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of
funds held in the Collection Account.

          In the event that the Master Servicer fails, on any Trust Master
Servicer Remittance Date, to remit to the Trustee any amount(s) required to be
so remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Trust
Master Servicer Remittance Date, to but not including the related Distribution
Date.

          On the Trust Master Servicer Remittance Date in March of each year
(commencing in March 2005), the Trustee shall transfer from the Interest Reserve
Account to the Collection Account all Interest Reserve Amounts then on deposit
in the Interest Reserve Account with respect to the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans.

          As and when required pursuant to Section 3.05(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Collection
Account.


                                     -147-

<PAGE>

          (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), to be held in trust for the
benefit of the Certificateholders, for purposes of holding the Interest Reserve
Amounts in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans. Each account that constitutes the Interest Reserve
Account shall be an Eligible Account. On each Distribution Date in February and,
during a year that is not a leap year, in January, prior to any distributions
being made in respect of the Certificates on such Distribution Date, the Trustee
shall withdraw from the Collection Account and deposit in the Interest Reserve
Account with respect to each Interest Reserve Mortgage Loan and Interest Reserve
REO Mortgage Loan, an amount equal to the Interest Reserve Amount, if any, in
respect of such Mortgage Loan or REO Mortgage Loan, as the case may be, for such
Distribution Date; provided that no such transfer of funds shall occur if the
subject Distribution Date is the Final Distribution Date. In addition, as and
when required pursuant to Section 3.06, the Trustee shall (in any event prior to
any distributions on the Certificates and any transfers to the Collection
Account on or before the related Distribution Date) deposit in the Interest
Reserve Account any amounts required to be so deposited by the Trustee pursuant
to Section 3.06 in connection with losses incurred with respect to Permitted
Investments of funds held in the Interest Reserve Account. Subject to the next
paragraph, the Interest Reserve Account may be a sub-account of the Collection
Account.

          Notwithstanding that the Interest Reserve Account may be a sub-account
of the Collection Account for reasons of administrative convenience, the
Interest Reserve Account and the Collection Account shall, for all purposes of
this Agreement (including the obligations and responsibilities of the Trustee
hereunder), be considered to be and shall be required to be treated as, separate
and distinct accounts. The Trustee shall indemnify and hold harmless the Trust
Fund against any losses arising out of the failure by the Trustee to perform its
duties and obligations hereunder as if such accounts were separate accounts. The
provisions of this paragraph shall survive any resignation or removal of the
Trustee and appointment of a successor trustee.

          (d) If any Excess Liquidation Proceeds are received on the Mortgage
Pool, the Trustee shall establish and maintain one or more accounts
(collectively, the "Excess Liquidation Proceeds Account") to be held in trust
for the benefit of the Certificateholders, for purposes of holding such Excess
Liquidation Proceeds. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account. On each Trust Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Pool Custodial
Account and remit to the Trustee for deposit in the Excess Liquidation Proceeds
Account all Excess Liquidation Proceeds received with respect to the Mortgage
Pool during the related Collection Period ending in the calendar month in which
such Trust Master Servicer Remittance Date occurs. In addition, as and when
required pursuant to Section 3.06, the Trustee shall (in any event prior to any
transfers to the Collection Account on or before the related Distribution Date)
deposit in the Excess Liquidation Proceeds Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Excess
Liquidation Proceeds Account. Subject to the next paragraph, the Excess
Liquidation Proceeds Account may be a sub-account of the Collection Account.

          Notwithstanding that the Excess Liquidation Proceeds Account may be a
sub-account of the Collection Account for reasons of administrative convenience,
the Excess Liquidation Proceeds Account and the Collection Account shall, for
all purposes of this Agreement (including the obligations and responsibilities
of the Trustee hereunder), be considered to be and shall be required to be
treated as, separate and distinct accounts. The Trustee shall indemnify and hold
harmless the Trust Fund against


                                     -148-

<PAGE>

any losses arising out of the failure by the Trustee to perform its duties and
obligations hereunder as if such accounts were separate accounts. The provisions
of this paragraph shall survive any resignation or removal of the Trustee and
appointment of a successor trustee.

          (e) If any Loss of Value Payments are received in connection with a
Material Document Defect or Material Breach, as the case may be, pursuant to or
as contemplated by Section 2.03(e), the Special Servicer shall establish and
maintain one or more non-interest bearing accounts (collectively, the "Loss of
Value Reserve Fund") to be held in trust for the benefit of the
Certificateholders, for purposes of holding such Loss of Value Payments. Each
account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account or, subject to the next paragraph, a sub-account of an Eligible Account.
The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve
Fund all Loss of Value Payments received by it.

          (f) Funds in the Pool Custodial Account (exclusive of the Initial
Deposits), the Collection Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Funds in the Loss of Value
Reserve Fund shall remain uninvested. The Master Servicer shall give notice to
the Trustee, the Special Servicer and the Rating Agencies of the location of the
Pool Custodial Account as of the Closing Date and of the new location of the
Pool Custodial Account prior to any change thereof. As of the Closing Date, the
Collection Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account shall be located at the Trustee's Corporate Trust Office. The
Trustee shall give notice to the Master Servicer, the Special Servicer and the
Rating Agencies of any change in the location of the Collection Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account prior to any
change thereof.

          SECTION 3.04A. Loan Combination Custodial Accounts for Serviced Loan
                         Combinations.

          (a) With respect to each Serviced Loan Combination, the Master
Servicer shall establish and maintain one or more separate accounts
(collectively, with respect to such Serviced Loan Combination, the related "Loan
Combination Custodial Account") in which the amounts described in clauses (i)
through (ix) below, insofar as they are related to one or more Mortgage Loans
included in such Serviced Loan Combination, shall be deposited and held in trust
for the benefit of the holders of such Mortgage Loans, as their interests may
appear; provided that, subject to the last paragraph of this Section 3.04A(a),
each Loan Combination Custodial Account may be a sub-account of the Pool
Custodial Account. Each Loan Combination Custodial Account shall be an Eligible
Account or, subject to the last paragraph of this Section 3.04A(a), a
sub-account of an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in each Loan Combination Custodial Account, within one (1)
Business Day of receipt (in the case of payments or other collections on the
related Serviced Loan Combination) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf with respect to the related Serviced Loan Combination subsequent to
the Cut-off Date (other than in respect of principal and interest on such
Serviced Loan Combination due and payable on or before the Cut-off Date, which
payments shall be held pursuant to the terms of the related Co-Lender Agreement,
and other than amounts required to be deposited in the Defeasance Deposit
Account):


                                     -149-

<PAGE>

               (i) all payments on account of principal of the related Serviced
     Loan Combination, including Principal Prepayments, and regardless of
     whether those payments are made by the related Mortgagor, any related
     guarantor or any party exercising any cure rights under the related
     Co-Lender Agreement or any related mezzanine intercreditor agreement, 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 related Serviced
     Loan Combination, including Default Interest, and regardless of whether
     those payments are made by the related Mortgagor, any related guarantor, or
     any party exercising any cure rights under the related Co-Lender Agreement
     or any related mezzanine intercreditor agreement, out of any related
     Reserve Funds maintained for such purpose, out of collections on any
     related Defeasance Collateral or from any other source;

               (iii) all Prepayment Premiums, Yield Maintenance Charges and/or
     late payment charges received in respect of the related Serviced Loan
     Combination;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received in respect of the related Serviced Loan
     Combination or, except to the extent such proceeds are to first be
     deposited in a Loan Combination REO Account, any related REO Property;

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

               (vi) any amounts required to be deposited by the Master Servicer
     or the Special Servicer pursuant to Section 3.07(b) in connection with
     losses with respect to the related Serviced Loan Combination resulting from
     a deductible clause in a blanket or master force placed hazard insurance
     policy;

               (vii) any amounts required to be transferred from the Loan
     Combination REO Account established with respect to the related Serviced
     Loan Combination pursuant to Section 3.16(c);

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

               (ix) any amounts representing a reimbursement, payment and/or
     contribution due and owing to a party other than the Trust from any related
     Non-Trust Mortgage Loan Noteholder in accordance with the related Co-Lender
     Agreement;

provided that any Liquidation Proceeds derived from the purchase of the Trust
Mortgage Loan included in the related Serviced Loan Combination by or through a
related Non-Trust Mortgage Loan Noteholder pursuant to the related Co-Lender
Agreement, the purchase of the Trust Mortgage Loan included in the related
Serviced Loan Combination or the Trust's interest in any related REO Property by
the Depositor, by or on behalf of the UBS Mortgage Loan Seller or, if
applicable, by a Garden State Plaza Note A-1/A-


                                     -150-

<PAGE>

2 Non-Trust Mortgage Loan Noteholder pursuant to or as otherwise contemplated by
Section 2.03, the purchase of the Trust Mortgage Loan included in the related
Serviced Loan Combination as a Specially Serviced Trust Mortgage Loan by a
Purchase Option Holder or its assignee pursuant to Section 3.18 or the purchase
of the Trust Mortgage Loan included in the related Serviced Loan Combination by
the Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, shall in each
case be deposited into the Pool Custodial Account.

          The foregoing requirements for deposit in each Loan Combination
Custodial Account shall be exclusive. Notwithstanding the foregoing, actual
payments from the related Mortgagor in respect of the related Serviced Loan
Combination in the nature of Escrow Payments, Reserve Funds, assumption fees,
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 to
which the Master Servicer or Special Servicer is entitled as additional
servicing compensation and that are not expressly referred to in the prior
paragraph, need not be deposited by the Master Servicer in the subject Loan
Combination Custodial Account. If the Master Servicer shall deposit into any
Loan Combination Custodial Account any amount not required to be deposited
therein, then it may at any time withdraw such amount from such 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 each Serviced
Loan Combination, 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 Loan
Combination 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), (viii) and (ix) of the second preceding paragraph with respect to any
Serviced Loan Combination, the Special Servicer shall promptly, but in no event
later than two (2) Business Days after receipt, remit such amounts to the Master
Servicer for deposit into the related Loan Combination 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 Administered
REO Property that relates to a Serviced Loan Combination shall initially be
deposited by the Special Servicer into the Loan Combination REO Account
established with respect to such Serviced Loan Combination and thereafter
remitted to the Master Servicer for deposit into the related Loan Combination
Custodial Account, all in accordance with Section 3.16(c).

          Notwithstanding that a Loan Combination Custodial Account may be a
sub-account of the Pool Custodial Account for reasons of administrative
convenience, such Loan Combination


                                     -151-

<PAGE>

Custodial Account and the Pool Custodial Account shall, for all purposes of this
Agreement (including the obligations and responsibilities of the Master Servicer
hereunder), be considered to be and shall be required to be treated as, separate
and distinct accounts. The Master Servicer shall indemnify and hold harmless the
Trust Fund and the respective related Non-Trust Mortgage Loan Noteholders
against any losses arising out of the failure by the Master Servicer to perform
its duties and obligations hereunder as if such accounts were separate accounts.
The provisions of this paragraph shall survive any resignation or removal of the
Master Servicer and appointment of a successor master servicer.

          (b) If and when the related Mortgagor elects to defease any Serviced
Loan Combination or any portion thereof, the provisions of the next to last
paragraph of Section 3.04(a) relating to the Defeasance Deposit Account shall
apply.

          (c) In connection with each Serviced Loan Combination, the Master
Servicer shall give notice to the Trustee, the related Non-Trust Mortgage Loan
Noteholder(s) and the Special Servicer of the location of the related Loan
Combination Custodial Account when first established and of the new location of
the related Loan Combination Custodial Account prior to any change thereof.

          SECTION 3.05. Permitted Withdrawals From the Pool Custodial Account,
                        the Collection Account, the Interest Reserve Account and
                        the Excess Liquidation Proceeds Account.

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

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

               (ii) to reimburse any Fiscal Agent, the Trustee and itself, in
     that order, for unreimbursed P&I Advances made thereby with respect to the
     Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or
     any successor REO Trust Mortgage Loan with respect thereto), any Fiscal
     Agent's, the Trustee's and the Master Servicer's, as the case may be,
     respective rights to reimbursement pursuant to this clause (ii) with
     respect to any such P&I Advance being limited to amounts on deposit in the
     Pool Custodial Account that represent Late Collections of interest and
     principal (net of related Master Servicing Fees and any related Workout
     Fees and/or Liquidation Fees) received in respect of the particular Trust
     Mortgage Loan or REO Trust 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 any Serviced Combination
     Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto), the Master Servicer's right to payment pursuant to this clause
     (iii) with respect to any such Master Servicing Fees being limited to
     amounts on deposit in the Pool Custodial Account that are allocable as a
     recovery of interest on or in respect of the Trust Mortgage Loan or REO
     Trust Mortgage Loan as to which such Master Servicing Fees were earned;


                                     -152-

<PAGE>

               (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 Trust Mortgage Loan and each REO Trust Mortgage Loan that relates
     to an Administered REO Property 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 Trust Mortgage Loan or
     REO Trust Mortgage Loan that remains unpaid in accordance with clause (iii)
     above or Section 3.05A, as applicable, following a Final Recovery
     Determination made with respect to such Trust 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 Trust Mortgage Loan, Corrected Trust
     Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an
     Administered REO Property (other than, if applicable, any Serviced
     Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto), as applicable, in the amounts and from the sources
     specified in Section 3.11(c);

               (vi) to reimburse any Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, for any unreimbursed Servicing Advances
     made thereby with respect to any Serviced Trust Mortgage Loan or
     Administered REO Property (other than any Serviced Combination Trust
     Mortgage Loan or any related Administered REO Property), any Fiscal
     Agent's, the Trustee's and the Master Servicer's respective rights to
     reimbursement pursuant to this clause (vi) with respect to any Servicing
     Advance being limited to amounts on deposit in the Pool Custodial Account
     that represent payments made by or on behalf of the related Mortgagor to
     cover the item for which such Servicing Advance was made, and to amounts on
     deposit in the Pool Custodial Account that represent Liquidation Proceeds,
     Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
     (in each case, if applicable, net of any Liquidation Fee or Workout Fee
     payable therefrom) received in respect of the particular Serviced Trust
     Mortgage Loan or Administered REO Property as to which such Servicing
     Advance was made;

               (vii) to reimburse any 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 that have been or are determined to be Nonrecoverable Advances
     (provided that such amounts may be withdrawn over time in accordance with
     Sections 3.11(g) or 4.03(d), as applicable);

               (viii) to pay any Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, any unpaid interest accrued and payable in
     accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance
     made thereby under this Agreement, any Fiscal Agent's, the Trustee's, the
     Master Servicer's and the Special Servicer's respective rights to payment
     pursuant to this clause (viii) with respect to interest on any such Advance
     being limited to amounts on deposit in the Pool Custodial Account that
     represent Default Charges collected on or in respect of the Trust Mortgage
     Loan or REO Trust Mortgage Loan, as applicable, as to which the subject
     Advance was made, as and to the extent contemplated by Sections 3.26(a) and
     (b);


                                     -153-

<PAGE>

               (ix) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, any Fiscal Agent, the Trustee,
     itself and the Special Servicer, in that order, any unpaid interest accrued
     and payable in accordance with Section 3.11(g) or 4.03(d), as applicable,
     on any Advance made thereby with respect to the Mortgage Pool (or, in the
     case of a Servicing Advance, made thereby with respect to a Serviced Loan
     Combination), but only to the extent that such Advance has been reimbursed
     or is being reimbursed and the related Default Charges then on deposit in
     the Pool Custodial Account are not sufficient to make such payment as
     contemplated by the immediately preceding clause (viii); provided that, if
     such Advance relates to any Serviced Combination Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto (or, in the case of
     Servicing Advance, relates to any Serviced Loan Combination), such payment
     pursuant to this clause (ix) is to be made only to the extent that the
     funds on deposit in the related Loan Combination Custodial Account are not
     sufficient to make such payment as contemplated by Section 3.05A and such
     payment cannot be made out of the Pool Custodial Account pursuant to clause
     (xviii) of this Section 3.05(a);

               (x) to pay, out of amounts on deposit in the Pool Custodial
     Account that represent Default Charges collected on or in respect of the
     Trust Mortgage Loan or REO Trust Mortgage Loan to which the subject expense
     relates (to the extent such Default Charges are not otherwise applied as
     contemplated by clause (viii) above), any unpaid expense (other than
     interest accrued on Advances, which is payable pursuant to clause (viii)
     above, and other than Special Servicing Fees, Liquidation Fees and Workout
     Fees) that is incurred with respect to such Trust Mortgage Loan or REO
     Trust Mortgage Loan and that, if paid from collections on the Mortgage Pool
     other than Default Charges collected with respect to such Trust Mortgage
     Loan or REO Trust Mortgage Loan, 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
     or 4.03(c), and (C) the fees of any Independent Contractor retained with
     respect to any related Administered 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 a Mortgaged Property that relates to a
     Serviced Loan Combination, such payment pursuant to this clause (xi) is to
     be made only to the extent that (X) it would not ultimately be payable out
     of collections on or in respect of such Loan Combination or (Y) it is in
     the best interests of the Certificateholders;

               (xii) to pay itself, as additional master servicing compensation
     in accordance with Section 3.11(b), any amounts on deposit in the Pool
     Custodial Account that represent (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 related Investment Period,
     (B) Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net
     Default Charges (after application pursuant to Sections 3.26(a) and (b))
     actually Received by the Trust that accrued in respect of the 666 Fifth
     Avenue Trust Mortgage Loan or a Performing Serviced Trust Mortgage Loan;
     and to


                                     -154-

<PAGE>

     pay the Special Servicer, as additional special servicing compensation in
     accordance with Section 3.11(d), any amounts on deposit in the Pool
     Custodial Account that represent Net Default Charges (after application
     pursuant to Sections 3.26(a) and (b)) actually collected that accrued in
     respect of a Specially Serviced Trust Mortgage Loan and/or an REO Trust
     Mortgage Loan that relates to an Administered REO Property;

               (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 Serviced Non-Trust Mortgage Loan or any successor REO Mortgage
     Loan with respect thereto;

               (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); provided that, in the cases of clauses
     (xiv)(A) and (xiv)(C), such payment shall be made from the Pool Custodial
     Account only to the extent that it is not otherwise paid from the related
     Loan Combination Custodial Account by the Trust Master Servicer Remittance
     Date following the applicable Collection Period in which the expense is
     incurred;

               (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 Trust 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
     Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
     thereto);

               (xvii) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, to a Non-Trust Mortgage Loan
     Noteholder, any amount (other than normal monthly payments) specifically
     payable or reimbursable to such party by the Trust, in its capacity as
     holder of the related Trust Mortgage Loan or REO Trust Mortgage Loan that
     is part of the relevant Loan Combination, pursuant to the terms of the
     related Co-Lender Agreement;

               (xviii) to reimburse any Fiscal Agent, the Trustee, the Master
     Servicer and/or the Special Servicer, as applicable, for unreimbursed
     Advances, unpaid Master Servicing Fees and/or any unpaid interest on any
     Advances, but only if and to the extent that such items relate solely to a
     Serviced Combination Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto, each such party's respective rights to
     reimbursement pursuant to this clause (xviii) to be limited to amounts on
     deposit in the Pool Custodial Account that represent


                                     -155-

<PAGE>

     Liquidation Proceeds derived from (A) the purchase of such Serviced
     Combination Trust Mortgage Loan or the Trust's interest in any related
     Administered REO Property by or on behalf of the Depositor, the UBS
     Mortgage Loan Seller or a Garden State Plaza Note A-1/A-2 Non-Trust
     Mortgage Loan Noteholder, pursuant to or as contemplated by Section 2.03,
     or (B) the sale of such Serviced Combination Trust Mortgage Loan to or
     through a related Serviced Non-Trust Mortgage Loan Noteholder, pursuant to
     the related Co-Lender Agreement, or (C) the purchase of such Serviced
     Combination Trust Mortgage Loan as a Specially Serviced Trust Mortgage
     Loan, by a Purchase Option Holder or its assignee, pursuant to Section
     3.18, or (D) the purchase of such Serviced Combination Trust Mortgage Loan
     by the Depositor, Lehman Brothers, the Special Servicer, a Controlling
     Class Certificateholder or the Master Servicer, pursuant to Section 9.01;
     provided that, such items may only be reimbursed to any party pursuant to
     this clause (xviii) if and to the extent that such items have not been or
     are not simultaneously being reimbursed to such party pursuant to Section
     3.05A; and provided, further, that, in the case of a sale of a Serviced
     Combination Trust Mortgage Loan with respect to which the Purchase Price
     therefor has been reduced by amounts set forth in the next to last proviso
     of the definition of "Purchase Price", the amount of any unpaid Master
     Servicing Fees, unreimbursed Advances and/or unpaid interest on Advances
     reimbursable to any party pursuant to this clause (xviii) shall be reduced
     by any related unpaid Master Servicing Fees, unreimbursed Advances and
     unpaid interest on Advances in respect of the subject Serviced Combination
     Trust Mortgage Loan or REO Trust Mortgage Loan that have served to so
     reduce such Purchase Price therefor and which, following the purchase or
     sale from which the subject Liquidation Proceeds have been derived, will
     continue to be payable or reimbursable under the related Co-Lender
     Agreement and/or any successor servicing agreement with respect to the
     related Serviced Loan Combination to the Master Servicer and/or the Special
     Servicer (and which amounts shall no longer be payable hereunder);

               (xix) on each Trust Master Servicer Remittance Date, to transfer
     Excess Liquidation Proceeds in respect of the Mortgage Pool to the Trustee,
     for deposit in the Excess Liquidation Proceeds Account, in accordance with
     Section 3.04(d); and

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

          The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Pool Custodial Account pursuant to clauses (ii) through
(xix) 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 any
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 any
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 any Fiscal Agent describing the item and amount to which the Special
Servicer (or such third party contractor), the Trustee or any Fiscal Agent, as
applicable, is entitled (unless such payment to the Special Servicer, the
Trustee (for example, the Trustee Fee) or any 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.


                                     -156-

<PAGE>

          In connection with any payments required to be made to a Non-Trust
Mortgage Loan Noteholder in accordance with Section 3.05(a)(xvii), the Master
Servicer may request a written statement from a servicing officer or responsible
officer of such Non-Trust Mortgage Loan Noteholder, describing the nature and
amount of the item for which such party is seeking payment or reimbursement and
setting forth the provision(s) of the related Co-Lender Agreement pursuant to
which such party believes it is entitled to reimbursement; provided that the
Master Servicer may not condition payments required to be made to a Non-Trust
Mortgage Loan Noteholder in accordance with Section 3.05(a)(xvii) upon receipt
of such a written statement (other than as permitted under the related Co-Lender
Agreement); and provided, further, that to the extent such a written statement
from a servicing officer or responsible officer of the subject Non-Trust
Mortgage Loan Noteholder is received by the Master Servicer, the Master Servicer
may reasonably rely upon such statement as the nature and amount of the item for
which reimbursement is sought.

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

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

               (iv) to pay, out of general collections on the Mortgage Pool on
     deposit in the Collection Account, any and all federal, state and local
     taxes imposed on any of the REMICs created hereunder or on the assets or
     transactions of any such REMIC, together with all incidental costs and
     expenses, to the extent none of the Depositor, the Trustee, the Tax
     Administrator, the Master Servicer or the Special Servicer is liable
     therefor pursuant to Section 10.01(j) or Section 10.02(f);


                                     -157-

<PAGE>

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

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

               (vii) to transfer Interest Reserve Amounts in respect of the
     Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
     to the Interest Reserve Account as and when required by Section 3.04(c);

               (viii) to pay itself any Net Investment Earnings with respect to
     the Collection Account for any related Investment Period; and

               (ix) to clear and terminate the Collection Account at the
     termination of this Agreement pursuant to Section 9.01.

          On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (viii) above from the Collection Account prior to making distributions
to Certificateholders on such Distribution Date.

          (c) On each Trust Master Servicer Remittance Date in March (commencing
in March 2005), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Collection Account all Interest Reserve Amounts that have been
deposited in the Interest Reserve Account in respect of the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans during January and/or
February of the same year in accordance with Section 3.04(c). On each
Distribution Date, the Trustee may withdraw from the Interest Reserve Account
and pay itself any Net Investment Earnings with respect to the Interest Reserve
Account for the then most recently ended related Investment Period.

          (d) On each Trust Master Servicer Remittance Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Collection Account, for distribution on the following Distribution Date, an
amount equal to the lesser of (i) the entire amount, if any, then on deposit in
the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Interest Certificates
on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the
Available Distribution Amount for such Distribution Date (calculated without
regard to such transfer from the Excess Liquidation Proceeds Account to the
Collection Account); provided that on the Trust Master Servicer Remittance Date
immediately prior to the Final Distribution Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Collection
Account, for distribution on such Distribution Date, any and all amounts then on
deposit in the Excess Liquidation Proceeds Account. On each Distribution Date,
the Trustee may withdraw from the Excess Liquidation Proceeds Account and pay
itself any Net Investment Earnings with respect to the Excess Liquidation
Proceeds Account for the then most recently ended related Investment Period.

          (e) If any Loss of Value Payments are deposited into the Loss of Value
Reserve Fund with respect to any Trust Mortgage Loan or any related REO
Property, then the Special Servicer shall,


                                     -158-

<PAGE>

promptly when needed, transfer such Loss of Value Payments (up to the remaining
portion thereof) from the Loss of Value Reserve Fund to the Pool Custodial
Account for the following purposes:

               (i) to reimburse the Master Servicer, the Special Servicer, the
     Trustee or any Fiscal Agent, in accordance with Section 3.05(a), for any
     Nonrecoverable Advance made by such party with respect to such Trust
     Mortgage Loan or any related REO Property (together with interest thereon);

               (ii) to pay, in accordance with Section 3.05(a), or to reimburse
     the Trust for the prior payment of, any expense relating to such Trust
     Mortgage Loan or any related REO Property that constitutes or, if not paid
     out of such Loss of Value Payments, would constitute an Additional Trust
     Fund Expense;

               (iii) to offset any Realized Loss (as calculated without regard
     to the application of such Loss of Value Payments) incurred with respect to
     such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
     respect thereto; and

               (iv) following the occurrence of a Liquidation Event with respect
     to such Trust Mortgage Loan or any related REO Property, to cover the items
     contemplated by the immediately preceding clauses (i)-(iii) in respect of
     any other Trust Mortgage Loan or REO Trust Mortgage Loan.

          Any Loss of Value Payments transferred to the Pool Custodial Account
pursuant to clauses (i)-(iii) of the prior paragraph shall, except for purposes
of Section 3.11(c), be deemed to constitute Liquidation Proceeds Received by the
Trust in respect of the related Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Pool Custodial
Account pursuant to clause (iv) of the prior paragraph shall, except for
purposes of Section 3.11(c), be deemed to constitute Liquidation Proceeds
Received by the Trust in respect of the Trust Mortgage Loan or REO Trust
Mortgage Loan for which such Loss of Value Payments are being transferred to the
Pool Custodial Account to cover an item contemplated by clauses (i) - (iii) of
the prior paragraph.

          On the Trust Master Servicer Remittance Date related to the Final
Distribution Date, the Special Servicer shall withdraw from the Loss of Value
Reserve Fund and transfer to the Trustee, for deposit in the Collection Account,
any Loss of Value Payments remaining on deposit in the Loss of Value Reserve
Fund. Such Loss of Value Payments so deposited in the Collection Account shall
constitute part of the Available Distribution Amount for the Final Distribution
Date, to the extent needed to distribute to the Holders of the Regular Interest
Certificates in accordance with Section 9.01(a), all Distributable Certificate
Interest then payable thereto, together with the aggregate Certificate Principal
Balance of, and all Loss Reimbursement Amounts for such Final Distribution Date
in respect of, the respective Classes of the Regular Interest Certificates, and
otherwise shall be distributable to the Holders of the Class R-III Certificates
on the Final Distribution Date.


                                     -159-

<PAGE>

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

          The Master Servicer may, from time to time, make withdrawals from the
Loan Combination Custodial Account related to each Serviced Loan Combination for
any of the following purposes (the order set forth below not constituting an
order of priority for such withdrawals, except to the extent expressly provided
in the related Co-Lender Agreement):

               (i) to make remittances each month, on or before the related Loan
     Combination Master Servicer Remittance Date occurring in such month (and at
     such other times as may be required under the related Co-Lender Agreement),
     to the respective holders of the Mortgage Loans or any successor REO
     Mortgage Loans contained in the subject Serviced Loan Combination,
     including the Trust (as holder of the Trust Mortgage Loan(s) contained in
     the subject Serviced Loan Combination or any successor REO Trust Mortgage
     Loan(s) with respect thereto, as applicable), all in accordance with the
     related Co-Lender Agreement, such remittances to the Trust to be made into
     the Pool Custodial Account;

               (ii) to reimburse, (A) first, any Fiscal Agent, second, the
     Trustee, and last, itself, in that order, for unreimbursed P&I Advances
     made by such party (with its own funds) with respect to the Trust Mortgage
     Loan(s) contained in such Serviced Loan Combination or any successor REO
     Trust Mortgage Loan(s) with respect thereto, and (B) if such Serviced Loan
     Combination includes any Pari Passu Non-Trust Mortgage Loan that is a
     subject of a Securitization Agreement and if such reimbursement is provided
     for in the related Co-Lender Agreement, the applicable party under such
     Securitization Agreement for any delinquency advance (comparable to a P&I
     Advance) made by such party (with its own funds) with respect to such Pari
     Passu Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
     respect thereto, any such reimbursement pursuant to this clause (ii) with
     respect to any such P&I Advance or comparable delinquency advance to be
     made out of amounts on deposit in the related Loan Combination Custodial
     Account that would otherwise be distributable to the Trust or the related
     Non-Trust Mortgage Loan Noteholder, as applicable, as late collections of
     interest on and/or principal of the subject Mortgage Loan or any successor
     REO Mortgage Loan with respect thereto, as the case may be, without regard
     to such P&I Advance or comparable delinquency advance, as the case may be,
     such reimbursement to be deducted (if and to the extent so provided in the
     related Co-Lender Agreement) from the amounts so distributable;

               (iii) to reimburse, first, any Fiscal Agent, second, the Trustee,
     third, itself, and last, the Special Servicer, in that order, for any
     unreimbursed Servicing Advances made thereby with respect to the subject
     Serviced Loan Combination or any related REO Property, any such party's
     respective rights to reimbursement pursuant to this clause (iii) with
     respect to any Servicing Advance being limited to amounts on deposit in the
     related Loan Combination Custodial Account that represent payments made by
     or on behalf of the related Mortgagor to cover the item for which such
     Servicing Advance was made, and to amounts on deposit in the related Loan
     Combination Custodial Account that represent Liquidation Proceeds,
     Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
     (in each case, if applicable, net of any Liquidation Fee or Workout Fee
     payable therefrom) received in respect of the subject Serviced Loan
     Combination or any related REO Property (with, if and to the extent
     applicable under the related Co-Lender Agreement, either: (x) in the case
     of the Garden State


                                     -160-

<PAGE>

     Plaza Loan Group, a corresponding allocation of such Servicing Advance and
     the reimbursement thereof between the Garden State Plaza Mortgage Loans or
     any successor REO Mortgage Loans with respect thereto in accordance with
     the Garden State Plaza Co-Lender Agreement; or (y) in the case of each of
     the Two Penn Plaza Loan Group and the Tower Square Loan Pair, a
     corresponding allocation of such Servicing Advance and the reimbursement
     thereof to one or more of the Mortgage Loans or any successor REO Mortgage
     Loans contained in the subject Serviced Loan Combination, and a
     corresponding deduction (of such Servicing Advance) from the amounts
     otherwise payable to one or more of the respective holders of the Mortgage
     Loans or any successor REO Mortgage Loans included in the subject Serviced
     Loan Combination on the relevant Loan Combination Master Servicer
     Remittance Date, all in accordance with the related Co-Lender Agreement,
     and taking into account the subordination of the Subordinate Non-Trust
     Mortgage Loan(s) included in the subject Serviced Loan Combination or any
     successor REO Mortgage Loan(s) with respect thereto);

               (iv) to pay any Fiscal Agent, the Trustee and itself and, if the
     related Serviced Loan Combination includes any Pari Passu Non-Trust
     Mortgage Loan that is the subject of a Securitization Agreement and if such
     payment is provided for in the related Co-Lender Agreement, the applicable
     party under such Securitization Agreement for any unpaid interest accrued
     and payable hereunder or under any applicable Securitization Agreement, as
     applicable, on any P&I Advance made thereby under this Agreement on any
     Trust Mortgage Loan contained in such Serviced Loan Combination or any
     successor REO Mortgage Loan with respect thereto or any delinquency advance
     comparable to a P&I Advance made thereby under any applicable
     Securitization Agreement with respect to any Pari Passu Non-Trust Mortgage
     Loan contained in such Serviced Loan Combination or any successor REO
     Mortgage Loan with respect thereto, any such payment (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (iv) out of: first, except in the case of the Garden State Plaza
     Loan Group, amounts on deposit in the related Loan Combination Custodial
     Account that would otherwise be distributable under the related Co-Lender
     Agreement to the holders of the Mortgage Loans or any successor REO
     Mortgage Loans included in the subject Serviced Loan Combination as Default
     Charges on their respective Mortgage Loans or any successor REO Mortgage
     Loans with respect thereto, all in accordance with Sections 3.26(c) through
     3.26(f), with such payment to be deducted from the amounts so
     distributable; and second, if the subject Serviced Loan Combination
     includes any Subordinate Non-Trust Mortgage Loan(s), amounts on deposit in
     the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the related
     Subordinate Non-Trust Mortgage Loan Noteholder(s) as collections of
     interest on and/or principal of, or any other relevant amounts with respect
     to, such Subordinate Non-Trust Mortgage Loan(s) or any successor REO
     Mortgage Loan(s) with respect thereto, with (in the case of each of the Two
     Penn Plaza Loan Group and the Tower Square Loan Pair) such payment to be
     deducted in accordance with Section 4.02 of the related Co-Lender Agreement
     from the amounts so distributable; and third, amounts on deposit in the
     related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the Trust (in the
     case of interest on a P&I Advance with respect to the Trust Mortgage
     Loan(s) included in the subject Serviced Loan Combination or any successor
     REO Trust Mortgage Loan(s) with respect thereto) or the holder of any
     related Pari Passu Non-Trust Mortgage Loan included in the subject Serviced
     Loan Combination or any successor REO Mortgage Loan with respect thereto
     (in the case of interest on a delinquency advance (comparable to a P&I
     Advance) with respect to such Pari Passu Non-Trust Mortgage


                                     -161-

<PAGE>

     Loan or any successor REO Mortgage Loan with respect thereto), as late
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, such Mortgage Loan(s) or successor REO Mortgage
     Loan(s) with respect thereto, as applicable, with (in the case of each of
     the Two Penn Plaza Loan Group and the Tower Square Loan Pair) such payment
     to be deducted in accordance with Section 4.02 of the related Co-Lender
     Agreement from the amounts so distributable; provided that, in the case of
     subclauses second and third of this clause (iv), such payment shall be made
     only to the extent the related P&I Advance or comparable delinquency
     advance, as the case may be, has been or is contemporaneously being
     reimbursed and only insofar as such unpaid interest is not then payable
     pursuant to a withdrawal made in accordance with subclause first of this
     clause (iv);

               (v) to pay any Fiscal Agent, the Trustee, itself and the Special
     Servicer for any unpaid interest accrued and payable hereunder on any
     Servicing Advance made thereby under this Agreement with respect to the
     subject Serviced Loan Combination or any related REO Property, any such
     payment (as and to the extent provided in the related Co-Lender Agreement)
     to be made pursuant to this clause (v) out of: first, except in the case of
     the Garden State Plaza Loan Group, amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the holders of the Mortgage Loans or any
     successor REO Mortgage Loans included in such Serviced Loan Combination as
     Default Charges on their respective Mortgage Loans or any successor REO
     Mortgage Loans with respect thereto, all in accordance with Sections
     3.26(c) through 3.26(f), with such payment to be deducted from the amounts
     so distributable; second, if the subject Serviced Loan Combination includes
     any Subordinate Non-Trust Mortgage Loan(s), amounts on deposit in the
     related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the related
     Subordinate Non-Trust Mortgage Loan Noteholder(s) as collections of
     interest on and/or principal of, or any other relevant amounts with respect
     to, such Subordinate Non-Trust Mortgage Loan(s) or any successor REO
     Mortgage Loan(s) with respect thereto, with (in the case of each of the Two
     Penn Plaza Loan Group and the Tower Square Loan Pair) such payment to be
     deducted in accordance with Section 4.02 of the related Co-Lender Agreement
     from the amounts so distributable; and third, any other amounts on deposit
     in the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the holders of the
     Mortgage Loans or any successor REO Mortgage Loans included in the subject
     Serviced Loan Combination on any related Loan Combination Master Servicer
     Remittance Date (with, if and to the extent applicable under the related
     Co-Lender Agreement, either: (x) in the case of the Garden State Plaza Loan
     Group, a corresponding allocation of such interest on such Servicing
     Advance and the payment thereof between the Garden State Plaza Mortgage
     Loans or any successor REO Mortgage Loans with respect thereto in
     accordance with the Garden State Plaza Co-Lender Agreement; or (y) in the
     case of each of the Two Penn Plaza Loan Group and the Tower Square Loan
     Pair, a corresponding allocation of the remaining portion of such interest
     on such Servicing Advance and the payment thereof to one or more of the
     Mortgage Loans or any successor REO Mortgage Loans in the subject Serviced
     Loan Combination, and a corresponding deduction (of the remaining portion
     of such interest on such Servicing Advance) from such other amounts
     otherwise distributable to the respective holders of the Mortgage Loans or
     any successor REO Mortgage Loans included in the subject Serviced Loan
     Combination on the relevant Loan Combination Master Servicer Remittance
     Date, all in accordance with the related Co-Lender Agreement); provided
     that, in the case of subclause second and third of this clause (v), such


                                     -162-

<PAGE>

     payment shall be made only to the extent the related Servicing Advance has
     been or is contemporaneously being reimbursed and only insofar as such
     unpaid interest is not then payable pursuant to a withdrawal made in
     accordance with subclause first above of this clause (v);

               (vi) to pay to itself earned and unpaid Master Servicing Fees
     with respect to each Mortgage Loan and successor REO Mortgage Loan
     contained in the subject Serviced Loan Combination, the right of the Master
     Servicer to payment pursuant to this clause (vi) with respect to any such
     Mortgage Loan or successor REO Mortgage Loan being limited to amounts on
     deposit in the related Loan Combination Custodial Account that were
     received on or in respect of such Mortgage Loan or such successor REO
     Mortgage Loan, as the case may be, and are allocable as a recovery of
     interest thereon;

               (vii) to reimburse, first, any Fiscal Agent, second, the Trustee,
     and last, itself, in that order, for any unreimbursed P&I Advances made by
     such party (with its own funds) with respect to the Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Trust Mortgage Loan(s) with respect thereto that such party has determined
     are Nonrecoverable Advances, any such reimbursement (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (vii) out of: first, if the subject Serviced Loan Combination
     includes any Subordinate Non-Trust Mortgage Loan(s), amounts on deposit in
     the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the related
     Subordinate Non-Trust Mortgage Loan Noteholder(s) as collections of
     interest on and/or principal of, or any other relevant amounts with respect
     to, such Subordinate Non-Trust Mortgage Loan(s) or any successor REO
     Mortgage Loan(s) with respect thereto, with (in the case of each of the Two
     Penn Plaza Loan Group and the Tower Square Loan Pair) such payment to be
     deducted in accordance with Section 4.02 of the related Co-Lender Agreement
     from the amounts so distributable; and second, amounts on deposit in the
     related Loan Combination Custodial Account that would otherwise be payable
     under the related Co-Lender Agreement to the Trust on any Loan Combination
     Master Servicer Remittance Date with respect to the Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Trust Mortgage Loan(s) with respect thereto, with (in the case of each of
     the Two Penn Plaza Loan Group and the Tower Square Loan Pair), if and to
     the extent applicable, a corresponding deduction in accordance with Section
     4.02 of the related Co-Lender Agreement from the amounts otherwise so
     payable thereto;

               (viii) if the subject Serviced Loan Combination includes any Pari
     Passu Non-Trust Mortgage Loan that is a subject of a Securitization
     Agreement and if such reimbursement is provided for in the related
     Co-Lender Agreement, to reimburse the applicable party under such
     Securitization Agreement for any delinquency advance (comparable to a P&I
     Advance) made by such party (with its own funds) with respect to such Pari
     Passu Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
     respect thereto that has been determined by such party to be the equivalent
     of a Nonrecoverable Advance, any such reimbursement (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (viii) out of: first, if the subject Serviced Loan Combination
     includes any Subordinate Non-Trust Mortgage Loan(s), amounts on deposit in
     the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the related
     Subordinate Non-Trust Mortgage Loan Noteholder(s) as collections of
     interest on and/or principal of, or any other relevant amounts with respect
     to, such Subordinate Non-Trust Mortgage Loan(s) or any


                                     -163-

<PAGE>

     successor REO Mortgage Loan(s) with respect thereto, with (in the case of
     each of the Two Penn Plaza Loan Group and the Tower Square Loan Pair) such
     payment to be deducted in accordance with Section 4.02 of the related
     Co-Lender Agreement from the amounts so distributable; and second, amounts
     on deposit in the related Loan Combination Custodial Account that would
     otherwise be payable under the related Co-Lender Agreement to the holder of
     such Pari Passu Non-Trust Mortgage Loan or any successor REO Mortgage Loan
     with respect thereto on any relevant Loan Combination Master Servicer
     Remittance Date, with (in the case of each of the Two Penn Plaza Loan Group
     and the Tower Square Loan Pair), if and to the extent applicable, a
     corresponding deduction in accordance with Section 4.02 of the related
     Co-Lender Agreement from the amounts otherwise so payable thereto;

               (ix) to reimburse, first, any Fiscal Agent, second, the Trustee,
     third, itself, and last, the Special Servicer, in that order for any
     unreimbursed Servicing Advance made by any such party with respect to the
     subject Serviced Loan Combination or any related REO Property that such
     party has determined is a Nonrecoverable Advance, any such reimbursement
     (as and to the extent provided in the related Co-Lender Agreement) to be
     made pursuant to this clause (ix) out of: first, if the subject Serviced
     Loan Combination includes any Subordinate Non-Trust Mortgage Loan(s),
     amounts on deposit in the related Loan Combination Custodial Account that
     would otherwise be distributable under the related Co-Lender Agreement to
     the related Subordinate Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, such Subordinate Non-Trust Mortgage Loan(s) or any
     successor REO Mortgage Loan(s) with respect thereto, with (in the case of
     each of the Two Penn Plaza Loan Group and the Tower Square Loan Pair) such
     payment to be deducted in accordance with Section 4.02 of the related
     Co-Lender Agreement from the amounts so distributable; and, second, any
     other amounts on deposit in the related Loan Combination Custodial Account
     that would otherwise be distributable under the related Co-Lender Agreement
     to the holders of the Mortgage Loans or any successor REO Mortgage Loans
     included in the subject Serviced Loan Combination on any related Loan
     Combination Master Servicer Remittance Date (with, if and to the extent
     applicable under the related Co-Lender Agreement, either: (x) in the case
     of the Garden State Plaza Loan Group, a corresponding allocation of such
     Servicing Advance and the reimbursement thereof between the Garden State
     Plaza Mortgage Loans or any successor REO Mortgage Loans with respect
     thereto in accordance with the Garden State Plaza Co-Lender Agreement; or
     (y) in the case of each of the Two Penn Plaza Loan Group and the Tower
     Square Loan Pair, a corresponding allocation of the remaining portion of
     such Servicing Advance and the reimbursement thereof to one or more
     Mortgage Loans or any successor REO Mortgage Loans included in the subject
     Serviced Loan Combination, and a corresponding deduction (of such Servicing
     Advance) from such other amounts otherwise distributable to the respective
     holders of the Mortgage Loans or any successor REO Mortgage Loans included
     in the subject Serviced Loan Combination on the relevant Loan Combination
     Master Servicer Remittance Date, all in accordance with the related
     Co-Lender Agreement);

               (x) to pay to the Special Servicer any earned and unpaid Special
     Servicing Fees in respect of the subject Serviced Loan Combination, any
     such payment (as and to the extent provided in the related Co-Lender
     Agreement) to be made pursuant to this clause (x) out of: first, if the
     related Serviced Loan Combination includes any Subordinate Non-Trust
     Mortgage Loan(s), amounts on deposit in the related Loan Combination
     Custodial Account that


                                     -164-

<PAGE>

     would otherwise be distributable under the related Co-Lender Agreement to
     the related Subordinate Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, such Subordinate Non-Trust Mortgage Loan(s) or any
     successor REO Mortgage Loan(s) with respect thereto, with (in the case of
     each of the Two Penn Plaza Loan Group and the Tower Square Loan Pair) such
     payment to be deducted in accordance with Section 4.02 of the related
     Co-Lender Agreement from the amounts so distributable; and, second, any
     other amounts on deposit in the related Loan Combination Custodial Account
     that would otherwise be distributable under the related Co-Lender Agreement
     to the holders of the Mortgage Loans or any successor REO Mortgage Loans
     included in the subject Serviced Loan Combination on any related Loan
     Combination Master Servicer Remittance Date (with, if and to the extent
     applicable under the related Co-Lender Agreement, either: (x) in the case
     of the Garden State Plaza Loan Group, a corresponding allocation of such
     Special Servicing Fees and the payment thereof between the Garden State
     Plaza Mortgage Loans or any successor REO Mortgage Loans with respect
     thereto in accordance with the Garden State Plaza Co-Lender Agreement; or
     (y) in the case of each of the Two Penn Plaza Loan Group and the Tower
     Square Loan Pair, a corresponding allocation of the remaining portion of
     such Special Servicing Fees and the payment thereof to one or more of the
     Mortgage Loans or any successor REO Mortgage Loans in the subject Serviced
     Loan Combination, and a corresponding deduction from such other amounts
     otherwise distributable to the respective holders of the Mortgage Loans or
     any successor REO Mortgage Loans included in the subject Serviced Loan
     Combination on the relevant Loan Combination Master Servicer Remittance
     Date, all in accordance with the related Co-Lender Agreement);

               (xi) to pay the Special Servicer (or, if applicable, a
     predecessor Special Servicer) earned and unpaid Workout Fees and
     Liquidation Fees in respect of the subject Loan Combination, in the amounts
     and, subject to the following priority, from the sources specified in
     Section 3.11(c) out of: first, if the related Serviced Loan Combination
     includes any Subordinate Non-Trust Mortgage Loan(s), amounts on deposit in
     the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the related
     Subordinate Non-Trust Mortgage Loan Noteholder(s) as collections of
     interest on and/or principal of, or any other relevant amounts with respect
     to, such Subordinate Non-Trust Mortgage Loan(s) or any successor REO
     Mortgage Loan(s) with respect thereto, with (in the case of each of the Two
     Penn Plaza Loan Group and the Tower Square Loan Pair) such payment to be
     deducted in accordance with Section 4.02 of the related Co-Lender Agreement
     from the amounts so distributable; and, second, any other amounts on
     deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans or any successor REO Mortgage Loans included
     in the subject Serviced Loan Combination on any related Loan Combination
     Master Servicer Remittance Date (with, if and to the extent applicable
     under the related Co-Lender Agreement, either: (x) in the case of the
     Garden State Plaza Loan Group, a corresponding allocation of such Workout
     Fees and/or Liquidation Fees and the payment thereof between the Garden
     State Plaza Mortgage Loans or any successor REO Mortgage Loans with respect
     thereto in accordance with the Garden State Plaza Co-Lender Agreement; or
     (y) in the case of each of the Two Penn Plaza Loan Group and the Tower
     Square Loan Pair, a corresponding allocation of the remaining portion of
     such Workout Fees and/or Liquidation Fees and the payment thereof to one or
     more of the Mortgage Loans or any successor REO Mortgage Loans in the
     subject Serviced Loan Combination, and a corresponding deduction from such
     other amounts otherwise


                                     -165-

<PAGE>

     distributable to the respective holders of the Mortgage Loans or any
     successor REO Mortgage Loans included in the subject Serviced Loan
     Combination on the relevant Loan Combination Master Servicer Remittance
     Date, all in accordance with the related Co-Lender Agreement);

               (xii) to pay for (A) costs and expenses incurred with respect to
     the Mortgaged Property securing the subject Serviced Loan Combination
     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 such Mortgaged Property
     pursuant to Section 3.11(h), 3.18 or Section 4.03(c), as applicable, (C)
     any servicing expenses incurred with respect to the subject Serviced Loan
     Combination or any related REO Property, that would, if advanced,
     constitute Nonrecoverable Servicing Advances, in accordance with Section
     3.11(i), and (D) the fees of any Independent Contractor retained with
     respect to any REO Property related to the subject Serviced Loan
     Combination 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), any such payment (as and to the extent provided in the
     related Co-Lender Agreement) to be made pursuant to this clause (xii) out
     of: first, if the related Serviced Loan Combination includes any
     Subordinate Non-Trust Mortgage Loan(s), amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the related Subordinate Non-Trust
     Mortgage Loan Noteholder(s) as collections of interest on and/or principal
     of, or any other relevant amounts with respect to, such Subordinate
     Non-Trust Mortgage Loan(s) or any successor REO Mortgage Loan(s) with
     respect thereto, with (in the case of each of the Two Penn Plaza Loan Group
     and the Tower Square Loan Pair) such payment to be deducted in accordance
     with Section 4.02 of the related Co-Lender Agreement from the amounts so
     distributable; and, second, any other amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the holders of the Mortgage Loans
     or any successor REO Mortgage Loans included in the subject Serviced Loan
     Combination on any related Loan Combination Master Servicer Remittance Date
     (with, if and to the extent applicable under the related Co-Lender
     Agreement, either: (x) in the case of the Garden State Plaza Loan Group, a
     corresponding allocation of such items specified in subclauses (A)-(D) of
     this clause (xii) and the payment thereof between the Garden State Plaza
     Mortgage Loans or any successor REO Mortgage Loans with respect thereto in
     accordance with the Garden State Plaza Co-Lender Agreement; or (y) in the
     case of each of the Two Penn Plaza Loan Group and the Tower Square Loan
     Pair, a corresponding allocation of the remaining portion of such items
     specified in subclauses (A)-(D) of this clause (xii) and the payment
     thereof to one or more of the Mortgage Loans or any successor REO Mortgage
     Loans in the subject Serviced Loan Combination, and a corresponding
     deduction from such other amounts otherwise distributable to the respective
     holders of the Mortgage Loans or any successor REO Mortgage Loans included
     in the subject Serviced Loan Combination on the relevant Loan Combination
     Master Servicer Remittance Date, all in accordance with the related
     Co-Lender Agreement);

               (xiii) to pay itself, as additional master servicing compensation
     in accordance with Section 3.11(b), interest and investment income earned
     in respect of amounts held in the related Loan Combination Custodial
     Account as provided in Section 3.06(b), but only to the extent of the Net
     Investment Earnings with respect to the related Loan Combination Custodial
     Account for any related Investment Period;


                                     -166-

<PAGE>

               (xiv) 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, any amounts payable to any such Person pursuant
     to Section 6.03, to the extent such amounts relate to the subject Loan
     Combination, any such payment (as and to the extent provided in the related
     Co-Lender Agreement) to be made pursuant to this clause (xiv) out of:
     first, if the related Serviced Loan Combination includes any Subordinate
     Non-Trust Mortgage Loan(s), amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the related Subordinate Non-Trust
     Mortgage Loan Noteholder(s) as collections of interest on and/or principal
     of, or any other relevant amounts with respect to, such Subordinate
     Non-Trust Mortgage Loan(s) or any successor REO Mortgage Loan(s) with
     respect thereto, with (in the case of each of the Two Penn Plaza Loan Group
     and the Tower Square Loan Pair) such payment to be deducted in accordance
     with Section 4.02 of the related Co-Lender Agreement from the amounts so
     distributable; and, second, any other amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the holders of the Mortgage Loans
     or any successor REO Mortgage Loans included in the subject Serviced Loan
     Combination on any related Loan Combination Master Servicer Remittance Date
     (with, if and to the extent applicable under the related Co-Lender
     Agreement, either: (x) in the case of the Garden State Plaza Loan Group, a
     corresponding allocation of such amounts payable pursuant to Section 6.03
     and the payment thereof between the Garden State Plaza Mortgage Loans or
     any successor REO Mortgage Loans with respect thereto in accordance with
     the Garden State Plaza Co-Lender Agreement; or (y) in the case of each of
     the Two Penn Plaza Loan Group and the Tower Square Loan Pair, a
     corresponding allocation of the remaining portion of such amounts payable
     pursuant to Section 6.03 and the payment thereof to one or more of the
     Mortgage Loans or any successor REO Mortgage Loans in the subject Serviced
     Loan Combination, and a corresponding deduction from such other amounts
     otherwise distributable to the respective holders of the Mortgage Loans or
     any successor REO Mortgage Loans included in the subject Serviced Loan
     Combination on the relevant Loan Combination Master Servicer Remittance
     Date, all in accordance with the related Co-Lender Agreement);

               (xv) to pay (out of amounts otherwise payable thereto under the
     related Co-Lender Agreement on any related Loan Combination Master Servicer
     Remittance Date) the respective shares of the holders of the Mortgage Loans
     or any REO Mortgage Loans contained in the subject Serviced Loan
     Combination of the cost of recording of the related Co-Lender Agreement in
     accordance with Section 6.02(a) of such Co-Lender Agreement;

               (xvi) to pay for the cost of recording this Agreement and the
     cost of any corresponding Opinion of Counsel, insofar as such recordation
     is for the benefit of the holders of the Mortgage Loans or any successor
     REO Mortgage Loans contained in the subject Serviced Loan Combination, any
     such payment (as and to the extent provided in the related Co-Lender
     Agreement) to be made pursuant to this clause (xvi) out of: first, if the
     subject Serviced Loan Combination includes any Subordinate Non-Trust
     Mortgage Loan(s), amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Subordinate Non-Trust Mortgage Loan
     Noteholder(s) as collections of interest on and/or principal of, or any
     other relevant amounts with respect to, such Subordinate Non-Trust Mortgage
     Loan(s) or any successor REO Mortgage Loan(s) with respect thereto, with
     (in the case of each of the Two Penn Plaza Loan Group and


                                     -167-

<PAGE>

     the Tower Square Loan Pair) such payment to be deducted in accordance with
     Section 4.02 of the related Co-Lender Agreement from the amounts so
     distributable; and, second, any other amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the holders of the Mortgage Loans
     or any successor REO Mortgage Loans included in the subject Serviced Loan
     Combination on any related Loan Combination Master Servicer Remittance Date
     (with, if and to the extent applicable under the related Co-Lender
     Agreement, either: (x) in the case of the Garden State Plaza Loan Group, a
     corresponding allocation of such costs and the payment thereof between the
     Garden State Plaza Mortgage Loans or any successor REO Mortgage Loans with
     respect thereto in accordance with the Garden State Plaza Co-Lender
     Agreement; or (y) in the case of each of the Two Penn Plaza Loan Group and
     the Tower Square Loan Pair, a corresponding allocation of the remaining
     portion of such costs and the payment thereof to one or more of the
     Mortgage Loans or any successor REO Mortgage Loans included in the subject
     Serviced Loan Combination, and a corresponding deduction of the remaining
     portion of such costs from such amounts otherwise distributable to the
     respective holders of the Mortgage Loans or any successor REO Mortgage
     Loans included in the subject Serviced Loan Combination on the relevant
     Loan Combination Master Servicer Remittance Date, all in accordance with
     the related Co-Lender Agreement);

               (xvii) to the extent (A) consistent with the Co-Lender Agreement
     for the subject Serviced Loan Combination and (B) not otherwise included
     among the payments contemplated by clause (i) above of this Section 3.05A,
     to transfer to the Pool Custodial Account the aggregate of all Additional
     Trust Fund Expenses and/or any other amounts relating to the subject
     Serviced Loan Combination, that have been previously paid out of the Pool
     Custodial Account pursuant to Section 3.05(a) and that, if not previously
     paid out of the Pool Custodial Account in accordance with Section 3.05(a),
     would have been otherwise payable from such Loan Combination Custodial
     Account under this Section 3.05A;

               (xviii) if the subject Serviced Loan Combination includes any
     Subordinate Non-Trust Mortgage Loan(s), to reimburse any amounts paid by
     the applicable Subordinate Non-Trust Mortgage Loan Noteholder to cure
     defaults under the Trust Mortgage Loan(s) and/or any Pari Passu Non-Trust
     Mortgage Loan(s) included in the subject Serviced Loan Combination, such
     Subordinate Non-Trust Mortgage Loan Noteholder's right to reimbursement
     under this clause (xviii) to be limited to amounts on deposit in the
     related Loan Combination Custodial Account that represent collections on
     the subject Serviced Loan Combination that are in excess of all amounts
     (including Monthly Payments and Assumed Monthly Payments) otherwise then
     due and owing to the holders of the Mortgage Loans or any successor REO
     Mortgage Loans contained in the subject Serviced Loan Combination, the
     Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent and/or
     any party under any related Securitization Agreement with respect to the
     subject Serviced Loan Combination; and

               (xix) to clear and terminate such Loan Combination Custodial
     Account at the termination of this Agreement pursuant to Section 9.01;

provided that, in the case of the Two Penn Plaza Loan Group, any costs,
expenses, advance reimbursement and other items payable out of amounts otherwise
distributable to the related Subordinate Non-Trust Mortgage Loan Noteholders
shall be allocated between such Subordinate Non-Trust Mortgage Loan Noteholders
in accordance with the Two Penn Plaza Co-Lender Agreement.


                                     -168-

<PAGE>

          The Master Servicer shall keep and maintain separate accounting
records in connection with any withdrawal from each Loan Combination Custodial
Account pursuant to clauses (ii) through (xviii) of the preceding paragraph.

          The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer), the Trustee,
any Fiscal Agent or (if the related Serviced Loan Combination includes any Pari
Passu Non-Trust Mortgage Loan that is a subject of a Securitization Agreement)
the applicable party under such Securitization Agreement (entitled to
reimbursement as set forth above in this Section 3.05A), as applicable, from
each Loan Combination Custodial Account, amounts permitted to be paid thereto
from such account promptly upon receipt of a written statement of: (i) a
Servicing Officer of the Special Servicer, (ii) a Responsible Officer of the
Trustee or any Fiscal Agent, or (iii) a servicing officer or responsible officer
of such applicable party under any such related Securitization Agreement, as the
case may be, in each case describing the item and amount to which the Special
Servicer (or such third-party contractor), the Trustee, any Fiscal Agent, or
such applicable party, as the case may be, is entitled (unless (x) such payment
to the Special Servicer, the Trustee or any Fiscal Agent, as the case may be, is
clearly required pursuant to this Agreement, or (y) in the case of amounts due
to an applicable party under any related Securitization Agreement, the Master
Servicer has knowledge of the amounts to which such party is entitled and such
payment is clearly required pursuant to this Agreement and the related Co-Lender
Agreement, in which case written statements shall not be 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 each Loan Combination
Custodial Account, on a loan-by-loan basis.

          In the case of each Serviced Loan Combination, the Master Servicer
shall remit or cause to be remitted to the respective Serviced Non-Trust
Mortgage Loan Noteholder, within one Business Day of the Master Servicer's
receipt thereof, late collections (not including Principal Prepayments) received
on the related Serviced Non-Trust Mortgage Loan subsequent to the related
Determination Date therefor in any particular month (exclusive of any portion of
such amount payable or reimbursable to any third party in accordance in
accordance with this Agreement and the related Co-Lender Agreement), to the
extent such amount is not otherwise included or scheduled to be included in a
normal monthly remittance during such month to such Serviced Non-Trust Mortgage
Loan Noteholder and in respect of which an advance is required to be made or has
been made by a service provider of the related securitization trust.

          To the extent (i) consistent with the Co-Lender Agreement for the
related Serviced Loan Combination and (ii) not otherwise included as part of the
normal monthly remittance, the Master Servicer shall transfer from each Loan
Combination Custodial Account to the Pool Custodial Account, promptly upon
amounts for such purposes becoming available in such Loan Combination Custodial
Account, the aggregate of all Additional Trust Fund Expenses and/or any other
amounts relating to such Serviced Loan Combination, that have been previously
paid out of the Pool Custodial Account pursuant to Section 3.05(a) and that, if
not previously paid out of the Pool Custodial Account in accordance with Section
3.05(a), would have been otherwise payable from such Loan Combination Custodial
Account under this Section 3.05A.

          In accordance with Article IV of the Co-Lender Agreement for each
Serviced Loan Combination, the Master Servicer shall, as and when required
thereunder, withdraw from the related


                                     -169-

<PAGE>

Loan Combination Custodial Account and (i) transfer to the Pool Custodial
Account all amounts to be remitted to the Trust as holder of the Trust Mortgage
Loan(s) included in such Serviced Loan Combination and/or any successor REO
Trust Mortgage Loan with respect thereto and (ii) remit to the holders of the
Non-Trust Mortgage Loan(s) included in such Serviced Loan Combination the
respective amounts due and owing to them. Monthly remittances to the holder(s)
of the Non-Trust Mortgage Loan(s) included in any Serviced Loan Combination
shall, in each case, be made on the related Loan Combination Master Servicer
Remittance Date in accordance with the reasonable instructions of such
respective holder(s).

          In connection with each Serviced Loan Combination that includes any
Pari Passu Non-Trust Mortgage Loan that is a subject of a Securitization
Agreement, if the Master Servicer fails, on or before the applicable Loan
Combination Master Servicer Remittance Date for such Serviced Loan Combination,
to remit to holder of such Pari Passu Non-Trust Mortgage Loan any amount(s)
required to be so remitted to such holder hereunder on or before such date, the
Master Servicer shall pay to such holder, for the account of such holder,
interest, calculated at the federal funds rate, on such amount(s) not timely
remitted, from and including such Loan Combination Master Servicer Remittance
Date to but not including the related distribution date for any securities
backed by the subject Pari Passu Non-Trust Mortgage Loan.

          SECTION 3.06. Investment of Funds in the Collection Account, the
                        Servicing Accounts, the Reserve Accounts, the Defeasance
                        Deposit Account, the Custodial Accounts, the REO
                        Accounts, the Interest Reserve Account and the Excess
                        Liquidation Proceeds Account.

          (a) (i) 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 (any of the foregoing accounts listed in
this clause (i), a "Master Servicer Account"), (ii) the Special Servicer may
direct in writing any depository institution maintaining an REO Account, and
(iii) the Trustee may direct (pursuant to a standing order or otherwise) any
depository institution maintaining the Collection Account, the Interest Reserve
Account or the Excess Liquidation Proceeds Account (any of the foregoing
accounts listed in this clause (iii), a "Trustee Account"; and any of the Master
Servicer Accounts, the REO Accounts and Trustee Accounts, an "Investment
Account"), to invest, or if it is such depository institution, may itself
invest, the funds held therein (other than, in the case of the Pool Custodial
Account, the Initial Deposits) in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (x) 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 or (y) if and to the extent that the depository institution
maintaining such Investment Account is the obligor on such investment, no later
than the time and date as of which such funds are required to be withdrawn from
such account pursuant to this Agreement (but in any event prior to distributions
on the Certificates or any transfers to another Investment Account being made on
or before the related Distribution Date); 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.

          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


                                     -170-

<PAGE>

Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s). The Master Servicer (with respect to Permitted Investments of
amounts in the Master Servicer 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 Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), or
the Trustee in its capacity as such (in the case of any Trustee Account), 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". The
Trustee hereby designates the Master Servicer (with respect to Permitted
Investments of amounts in the Master Servicer Accounts) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Accounts), as
applicable, as the Person that shall be the "entitlement holder" and maintain
"control" as set forth under clauses (i) and (ii) above. 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 Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s), 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 any
Master Server Account), the Special Servicer (in the case of the REO Accounts)
or the Trustee (in the case of any Trustee Account) shall:

          (x)  consistent with any notice required to be given thereunder,
               demand that payment thereon be made on the last day such
               Permitted Investment may otherwise mature hereunder in an amount
               equal to at least the lesser of (1) all amounts then payable
               thereunder and (2) the amount required to be withdrawn on such
               date; and

          (y)  demand payment of all amounts due thereunder promptly upon
               determination by the Master Servicer, the Special Servicer or the
               Trustee, 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 Master Servicer 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 related Investment 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), 3.04A(b), 3.05(a) or 3.05A, as applicable.
Whether or not the Special Servicer directs the investment of funds in any 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 related Investment 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). Whether or not the Trustee directs the
investment of funds in any of


                                     -171-

<PAGE>

the Trustee 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 related Investment Period, shall be for the sole and
exclusive benefit of the Trustee and shall be subject to its withdrawal in
accordance with Section 3.05(b), 3.05(c) or 3.05(d), as the case may be. 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), the Special Servicer (in the case of the REO
Accounts) and the Trustee (in the case of any Trustee Account) shall promptly
deposit therein from its own funds, without right of reimbursement, no later
than the end of the related Investment Period, during which such loss was
incurred, the amount of the Net Investment Loss, if any, for such Investment
Account for such Investment Period. Notwithstanding any of the foregoing
provisions of this Section 3.06, no party shall be required under this Agreement
to deposit any loss on a deposit of funds in an Investment Account if such loss
is incurred solely as a result of the insolvency of the federal or state
chartered depository institution or trust company with which such deposit was
maintained so long as such depository institution or trust company satisfied the
conditions set forth in the definition of "Eligible Account" at the time such
deposit was made and also as of a date no earlier than 30 days prior to the
insolvency.

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

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

          (e) Notwithstanding the foregoing, the Initial Deposit shall remain
uninvested.

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

          (a) The Master Servicer shall use reasonable efforts, consistent with
the Servicing Standard, to cause to be maintained for each Mortgaged Property
that secures a Serviced Mortgage Loan and 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 efforts
to require the related Mortgagor to obtain the required insurance coverage from
Qualified Insurers that shall have a "claims paying ability" or "financial
strength" rating, as applicable,


                                     -172-

<PAGE>

of at least "A" from S&P (and, if applicable, Fitch) and "A3" from Moody's (if
then rated by Fitch or Moody's, as applicable, and if not then rated by Fitch or
Moody's, as applicable, then an equivalent rating to a rating of "A" by Fitch or
"A3" by Moody's, as applicable, in each case by at least one nationally
recognized statistical rating agency besides S&P) (or, in the case of any such
Rating Agency and, if applicable, Fitch, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of Certificates or, if
applicable, any class of related Serviced Pari Passu Non-Trust Mortgage Loan
Securities rated by such Rating Agency, as evidenced in writing by such Rating
Agency); and provided, further, that the Master Servicer shall cause to be
maintained, from Qualified Insurers having a "claims paying ability" or
"financial strength" rating, as applicable, of at least "A" from S&P (and, if
applicable, Fitch) and "A3" from Moody's (if then rated by Fitch or Moody's, as
applicable, and if not then rated by Fitch or Moody's, then an equivalent rating
to a rating of "A" by Fitch or "A3" by Moody's, as applicable, in each case by
at least one nationally recognized statistical rating agency besides S&P) (or,
in the case of any such Rating Agency and, if applicable, Fitch, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Certificates or, if applicable any class of related Serviced Pari Passu
Non-Trust Mortgage Loan Securities rated by such Rating Agency, as evidenced in
writing by such Rating Agency), for any such Mortgaged Property any such
insurance that the related Mortgagor is required but fails to maintain, but only
to the extent that (i) the Trustee (as mortgagee of record on behalf of the
Certificateholders or, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the Certificateholders and the related Non-Trust
Mortgage Loan Noteholder(s)) has an insurable interest, and (ii) either (A) such
insurance is available at a commercially reasonable rate, or (B) solely in the
case of all-risk insurance or other insurance that covers losses from acts of
terrorism, the failure by the Mortgagor to maintain such insurance coverage has
not been determined by the Special Servicer to constitute an Acceptable
Insurance Default. The Two Penn Plaza Controlling Party (in the case of the Two
Penn Plaza Mortgaged Property), the Tower Square Controlling Party (in the case
of the Tower Square Mortgaged Property) or the Controlling Class Representative
(in the case of any other Mortgaged Property) may request that earthquake
insurance be secured for a Mortgaged Property (other than the 666 Fifth Avenue
Mortgaged Property) by the related Mortgagor, to the extent such insurance may
be obtained at a commercially reasonable price and provided the related loan
documents and applicable law give the mortgagee the right to request such
insurance coverage and such loan documents require the Mortgagor to obtain
earthquake insurance at the request of the mortgagee. Subject to Section
3.17(a), the Special Servicer, in accordance with the Servicing Standard, shall
also cause to be maintained for each Administered REO Property no less insurance
coverage than was previously required of the Mortgagor under the related
Mortgage; provided that such insurance is available at commercially reasonable
rates and the subject hazards are at the time commonly insured against for
properties similar to the subject Administered REO Property located in or around
the region in which such Administered REO Property is located (or, in the case
of all-risk insurance or other insurance that covers acts of terrorism, either
such insurance is available at a commercially reasonable rate or, based upon due
inquiry in accordance with the Servicing Standard, the subject hazards are at
the time commonly insured against for properties similar to the subject
Administered REO Property located in or around the region in which such
Administered REO Property is located); and provided, further, that all such
insurance shall be obtained from Qualified Insurers that shall have a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and, if applicable, Fitch and "A2" from Moody's (or, in the case of
either Rating Agency and, if applicable, Fitch, such lower rating as will not
result in an Adverse Rating Event with respect to any Class of Certificates or,
if applicable, any class of Serviced Pari Passu Non-Trust Mortgage Loan
Securities rated by such Rating Agency, 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


                                     -173-

<PAGE>

Property) a "standard" mortgagee clause, with loss payable to the Master
Servicer (in the case of insurance maintained in respect of Serviced Mortgage
Loans, including Specially Serviced Mortgage Loans), and shall be in the name of
the Special Servicer (in the case of insurance maintained in respect of
Administered REO Properties), on behalf of the Trustee. Notwithstanding anything
in this Section 3.07(a) to the contrary, any rating requirement with respect to
Fitch shall only be required if a class of Serviced Pari Passu Non-Trust
Mortgage Loan Securities is rated by Fitch.

          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 applicable, in the case of amounts received in respect of a
Serviced Mortgage Loan, or in the applicable REO Account in accordance with
Section 3.16(b), in the case of amounts received in respect of an Administered
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 the Two Penn Plaza Controlling Party, the Tower Square
Controlling Party or the Controlling Class Representative, as applicable) 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 Serviced Mortgage Loan(s) or REO Mortgage Loan(s),
notwithstanding that the terms of such loan so permit, but shall be recoverable
by the Master Servicer or the Special Servicer, as applicable, 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 or master
force placed policy insuring against hazard losses on all of the Serviced
Mortgage Loans and/or Administered 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, if applicable, Fitch and "A3" from
Moody's (if then rated by Fitch or Moody's, as applicable, and if not then rated
by Fitch or Moody's, then a rating of "A:IX" or better by A.M. Best's Key Rating
Guide or an equivalent rating to a rating of "A" from Fitch or "A3" from
Moody's, as applicable, in each case by at least one nationally recognized
statistical rating agency besides S&P) (or, in the case of either Rating Agency
and, if applicable, Fitch, such lower rating as will not result in an Adverse
Rating Event with respect to any Class of Certificates or, if applicable, any
class of related Serviced Pari Passu Non-Trust Mortgage Loan Securities rated by
such Rating Agency, as evidenced in writing by such Rating Agency), and (ii)
provides protection equivalent to the individual policies otherwise required,
then 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 subject
Administered REO Properties. Such blanket policy or master force placed policy
may contain a deductible clause (not in excess of a customary amount), in which
case the Master Servicer or the Special Servicer, as appropriate, shall, if
there shall not have been maintained on the related Mortgaged Property or
subject Administered 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 or master force placed
policy because of the deductible clause therein, to the extent that any such
deductible exceeds the deductible limitation


                                     -174-

<PAGE>

that pertained to the related Serviced Mortgage Loan (or in the absence of any
such deductible limitation, the deductible limitation for an individual policy
which is consistent with the Servicing Standard). The Master Servicer or the
Special Servicer, as appropriate, shall prepare and present, on behalf of
itself, the Trustee, the Certificateholders and, in the case of a Mortgaged
Property that secures a Serviced Loan Combination, the related Non-Trust
Mortgage Loan Noteholder(s), claims under any such blanket policy or master
force placed policy in a timely fashion in accordance with the terms of such
policy. Notwithstanding anything in this Section 3.07(b) to the contrary, any
rating requirement with respect to Fitch shall only be required if a class of
Serviced Pari Passu Non-Trust Mortgage Loan Securities is rated by Fitch.

          (c) Subject to the third paragraph of this Section 3.07(c), each of
the Master Servicer and the Special Servicer shall at all times during the term
of this Agreement (or, in the case of the Special Servicer, at all times during
the term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered 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, "Baa3" from Moody's and, if
applicable, "A-" from Fitch (or, if not then rated by Fitch or Moody's, as
applicable, then at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the
case of either Rating Agency and, if applicable, Fitch, such lower rating as
will not result in an Adverse Rating Event with respect to any Class of
Certificates or, if applicable, any class of related Serviced Pari Passu
Non-Trust Mortgage Loan Securities rated by such Rating Agency, 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 with respect to any Class of
Certificates or, if applicable, any class of related Serviced Pari Passu
Non-Trust Mortgage Loan Securities rated by either Rating Agency (as evidenced
in writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provision if an
Affiliate thereof has such fidelity bond coverage and, by the terms of such
fidelity bond, the coverage afforded thereunder extends to the Master Servicer
or the Special Servicer, as the case may be.

          Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered 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, "A-" from Fitch and "Baa3" from
Moody's (or, if not rated by Fitch or Moody's, as applicable, then at least
"A:IX" by A.M. Best's Key Rating Guide) (or, in the case of either Rating Agency
and, if applicable, Fitch, such lower rating as will not result in an Adverse
Rating Event with respect to any Class of Certificates or, if applicable, any
class of related Serviced Pari Passu Non-Trust Mortgage Loan Securities rated by
such Rating Agency, 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 and employees 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 with respect to any Class of Certificates or, if applicable, any class of
related Serviced Pari Passu Non-Trust Mortgage Loan Securities rated by either
Rating Agency (as evidenced in writing from each Rating Agency). Each of the
Master Servicer


                                     -175-

<PAGE>

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 (or its direct corporate
parent if such parent is responsible for the obligations of the Master Servicer
or Special Servicer, as applicable), as the case may be, are rated at least "A2"
from Moody's (if then rated by Moody's, and if not then rated by Moody's, then
an equivalent rating by at least one additional nationally recognized
statistical rating agency besides S&P) and "A" from S&P and, if applicable,
Fitch (or, in the case of either Rating Agency and, if applicable, Fitch, such
lower rating as will not result in an Adverse Rating Event with respect to any
Class of Certificates or, if applicable, any class of related Serviced Pari
Passu Non-Trust Mortgage Loan Securities rated by such Rating Agency, 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).

          Notwithstanding anything in this Section 3.07(c) to the contrary, any
rating requirement with respect to Fitch shall only be required if a class of
Serviced Pari Passu Non-Trust Mortgage Loan Securities is rated by Fitch.

          (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, if applicable, the 666
Fifth Avenue Trust Mortgage Loan) for which the Mortgagor has not filed a claim
or in respect of an Administered REO Property, the Master Servicer shall notify
the Special Servicer if such Mortgage Loan is a Specially Serviced Mortgage
Loan, and the Special Servicer shall notify the Master Servicer in all cases.
Upon becoming aware of such Insured Environmental Event, the Master Servicer, in
the case of a Performing Serviced Mortgage Loan, and the Special Servicer, in
the case of a Specially Serviced Mortgage Loan or an Administered 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, if applicable,
the 666 Fifth Avenue Trust Mortgage Loan), the Master Servicer (in the case of
any such Mortgage Loan that is a Performing Serviced Mortgage Loan) and the
Special Servicer (in the case of any such Mortgage Loan that is a Specially
Serviced Mortgage Loan or in the case of an Administered REO Property) shall
each review and familiarize itself with the terms and conditions relating to
enforcement of claims and shall, in the event the Master Servicer or the Special
Servicer has actual knowledge of an Insured Environmental Event giving rise to a
claim under such policy, monitor the dates by which any claim must be made or
any action must be taken under such policy to realize the full value thereof for
the benefit of the Certificateholders.

          The Master Servicer (in the case of Performing Serviced Mortgage
Loans) and the Special Servicer (in the case of Specially Serviced Mortgage
Loans and Administered 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,
if applicable, the 666 Fifth Avenue Trust Mortgage Loan) and take all such
actions as may be required to


                                     -176-

<PAGE>

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, if applicable,
the 666 Fifth Avenue Trust Mortgage Loan), then the party receiving such notice
shall, within five (5) 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
Mortgage Loan, or the Special Servicer, with respect to a Specially Serviced
Mortgage Loan or an Administered REO Property, shall address such termination in
accordance with Section 3.07(a). Any legal fees, premiums or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with
enforcing the obligations of the Mortgagor under any Environmental Insurance
Policy or a resolution of such termination of an Environmental Insurance Policy
shall be paid by the Master Servicer and shall be reimbursable to it as a
Servicing Advance.

          The Master Servicer (with respect to Performing Serviced Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans) shall monitor the actions, and enforce the obligations, of the related
Mortgagor under each Environmentally Insured Mortgage Loan (other than, if
applicable, the 666 Fifth Avenue Trust 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) If, with respect to any Performing Serviced Mortgage Loan, the
Master Servicer receives a request from a Mortgagor regarding the transfer of
the related Mortgaged Property to, and assumption of such Performing Serviced
Mortgage Loan by, another Person or transfers of certain interests in such
Mortgagor (including, without limitation, sales or transfers of the related
Mortgaged Property (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the related Mortgagor (or its
owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms
permits transfer or assumption without the consent of the lender, provided that
certain conditions are satisfied, a request by the related Mortgagor for a
determination that such conditions have been satisfied), then the Master
Servicer shall promptly obtain relevant information for purposes of evaluating
any such request. If the Master Servicer determines, consistent with the
Servicing Standard, to approve such transfer and/or assumption and/or that the
conditions precedent have been satisfied, as applicable, then 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 (or, in the case of a consent to a determination as to
whether the conditions precedent to a transfer or assumption have been
satisfied, within 10 days) of receipt of such recommendation and supporting
materials and any other materials reasonably requested by the Special Servicer,
to reasonably withhold or grant consent to any such request for such transfer
and/or assumption or to object or consent to the determination by the Master
Servicer as to whether the conditions to transfer or assumption (as described
above) have been satisfied, as applicable, each in accordance with the terms of
the subject Performing Serviced Mortgage Loan and this Agreement, including,
without limitation, the Servicing Standard; provided that any grant of consent


                                     -177-

<PAGE>

on the part of the Special Servicer shall be subject to Section 3.08(d), Section
6.11, Section 6.12, Section 6.13 and/or Section 6.14, in each case if and as
applicable. If the Special Servicer does not respond within such 15-day period
or 10-day period, as applicable, 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 Performing Serviced Mortgage Loan
by, another Person, the Master Servicer (subject to Section 3.08(d)) 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 such Performing Serviced Mortgage Loan and
substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Master Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust
Event or create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage. The Master Servicer shall notify the
Trustee, the Special Servicer, each Rating Agency, the Controlling Class
Representative and, in the case of a Serviced Loan Combination that consists of
Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), 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 Serviced Trust 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 Serviced Mortgage Loan shall be
made or transfer of interest in a Mortgagor approved, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

          (b) If, with respect to a Specially Serviced Mortgage Loan, the Master
Servicer receives a request from a Mortgagor for consent to a transfer of the
related Mortgaged Property and assumption of such Specially Serviced Mortgage
Loan and/or consent to a transfer of interests in the related Mortgagor
(including, without limitation, sales or transfers of the related Mortgaged
Property (in full or in part) or the sale, transfer, pledge or hypothecation of
direct or indirect interests in the related Mortgagor or its owners) or in the
case of a Specially Serviced Mortgage Loan that by its terms permits transfer or
assumption without the consent of the lender provided that certain conditions
are satisfied, a request by the related Mortgagor for a determination that such
conditions have been satisfied, the Master Servicer shall immediately notify the
Special Servicer of such request and deliver to the Special Servicer any
documents that the Master Servicer shall have received regarding the proposed
transfer and assumption. Subject to Section 3.08(d), Section 6.11, Section 6.12,
Section 6.13 and/or Section 6.14, in each case if and as applicable, the Special
Servicer shall determine whether to grant such consent, whether the conditions
to transfer or assumption (as described above) have been satisfied and/or
whether to enforce any restrictions on such transfer and/or assumption contained
in the related loan documents, as applicable, each in accordance with the
Servicing Standard.

          Upon consent by the Special Servicer to any proposed transfer of a
Mortgaged Property and assumption by the proposed transferee of the related
Serviced Mortgage Loan pursuant to this Section 3.08(b), the Special Servicer
shall process the request of the related Mortgagor for such transfer and
assumption and shall be authorized to enter into an assumption or substitution
agreement with the Person, which shall be a Single Purpose Entity, to whom the
related Mortgaged Property has been or is


                                     -178-

<PAGE>

proposed to be conveyed and/or release the original Mortgagor from liability
under the related Serviced Mortgage Loan and substitute as obligor thereunder
the Person to whom the related Mortgaged Property has been or is proposed to be
conveyed; provided, however, that the Special Servicer shall not enter into any
such agreement to the extent that any terms thereof would result in an Adverse
REMIC Event or Adverse Grantor Trust Event or create any lien on a Mortgaged
Property that is senior to, or on parity with, the lien of the related Mortgage.
The Special Servicer shall notify the Trustee, the Master Servicer, each Rating
Agency, the Controlling Class Representative and, with respect to a Serviced
Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), 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 Serviced Trust 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
Serviced Mortgage Loan shall be made unless all costs in connection therewith,
including any arising from seeking Rating Agency confirmation, are paid by the
related Mortgagor.

          If the Special Servicer, in accordance with the Servicing Standard,
objects to the determination by the Master Servicer with respect to a Performing
Serviced Mortgage Loan (which by its terms permits transfer or assumption
without lender consent provided certain conditions are satisfied) that such
conditions have been satisfied, then the Master Servicer shall not permit the
requested transfer or assumption of such Performing Serviced Mortgage Loan. If
the Special Servicer, in accordance with the Servicing Standard, determines with
respect to any other Performing Serviced Mortgage Loan (which by its terms
permits transfer or assumption without lender consent provided certain
conditions are satisfied) that such conditions have not been satisfied, then the
Master Servicer shall not permit the requested transfer or assumption of such
Performing Serviced Mortgage Loan. As used in this Section 3.08, the terms
"sale" and "transfer" shall include the matters contemplated by the
parentheticals in the first sentence of Section 3.08(a).

          (c) If, with respect to a Performing Serviced Mortgage Loan, the
Master Servicer receives a request from the related Mortgagor regarding a
further encumbrance of the related Mortgaged Property or of an interest in the
related Mortgagor (including, without limitation, any mezzanine financing of the
related Mortgagor or any direct or indirect owners of the related Mortgagor or
the Mortgaged Property or any sale, issuance or transfer of preferred equity in
the Mortgagor or its owners or, in the case of a Performing Serviced Mortgage
Loan that by its terms permits further encumbrance without the consent of the
lender provided certain conditions are satisfied, a request by the related
Mortgagor for a determination that such conditions have been satisfied), then
the Master Servicer shall promptly obtain relevant information for purposes of
evaluating such request. If the Master Servicer determines, consistent with the
Servicing Standard, to approve such further encumbrance or that the conditions
precedent to such further encumbrance have been satisfied, as applicable, then
the Master Servicer shall provide to the Special Servicer a written 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 (or, in the case of a consent to a determination as to
whether the conditions precedent to a further encumbrance have been satisfied,
within 10 days) of receipt of such recommendation and supporting materials and
any other materials reasonably requested by the Special Servicer, to reasonably
withhold or, subject to Section 3.08(d) and, further, subject to the Special
Servicer obtaining any consent to the extent required pursuant to Section 6.11,
Section 6.12, Section 6.13 and/or Section 6.14, in each case if and as
applicable, grant consent to any such request for


                                     -179-

<PAGE>

such further encumbrance of the related Mortgaged Property or of an interest in
the related Mortgagor or to object or consent to the determination by the Master
Servicer as to whether the conditions to further encumbrance (as described
above) have been satisfied, as applicable, each in accordance with the terms of
such Performing Serviced Mortgage Loan and this Agreement and subject to the
Servicing Standard. If the Special Servicer does not respond within such 15-day
period or 10-day period, as applicable, such party's consent shall be deemed
granted. If the Special Servicer consents or is deemed to have consented to such
further encumbrance of the related Mortgaged Property or of an interest in the
related Mortgagor, as applicable, the Master Servicer shall process such request
of the related Mortgagor. If the Special Servicer does not consent to, and is
not deemed to have consented to, such further encumbrance, then the Master
Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, with respect to a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) 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 and/or of an
interest in the related Mortgagor, as applicable. To the extent permitted by the
applicable loan documents and applicable law, the Master Servicer may charge the
related Mortgagor (and retain to the extent permitted under Section 3.11) a fee
in connection with any enforcement or waiver contemplated in this paragraph of
subsection (c).

          With respect to any Specially Serviced Mortgage Loan, the Special
Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) 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 and/or of interests in the related Mortgagor, as
applicable, and, with respect to Specially Serviced Mortgage Loans that by their
terms permit further encumbrance without mortgagee consent provided certain
conditions are satisfied, make all determinations as to whether such conditions
have been satisfied, and shall process all documentation in connection
therewith, unless the Special Servicer has determined, in its reasonable, good
faith judgment, that waiver of such restrictions or such conditions, as the case
may be, 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 a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)); provided that any such waiver of such restrictions shall be
subject to Section 3.08(d) and Section 6.11, Section 6.12, Section 6.13 and/or
Section 6.14, in each case if and as applicable. To the extent permitted by the
applicable loan documents and applicable law, the Special Servicer may charge
the related Mortgagor (and retain to the extent permitted under Section 3.11) a
fee in connection with any enforcement or waiver contemplated in this paragraph
of subsection (c). If the Special Servicer, in accordance with the Servicing
Standard, objects to the determination by the Master Servicer with respect to a
Performing Serviced Mortgage Loan (which by its terms permits further
encumbrance without lender consent provided certain conditions are satisfied)
that such conditions have been satisfied, then the Master Servicer shall not
permit the requested further encumbrance of such Performing Serviced Mortgage
Loan. If the Special Servicer, in accordance with the Servicing Standard,
determines with respect to any other Serviced Mortgage Loan (which by its terms
permits further encumbrance without lender consent provided certain conditions
are satisfied) that such conditions have not been satisfied, then the Master
Servicer shall not permit further encumbrance of such Serviced Mortgage Loan. As
used in this Section 3.08, the term "encumbrance" shall include the matters
contemplated by the parentheticals in the first sentence of this Section
3.08(c).


                                     -180-

<PAGE>

          (d) Notwithstanding anything to the contrary contained in this Section
3.08, but subject to the related loan documents and applicable law, (A) (i) if
the then unpaid principal balance of the subject Serviced Trust Mortgage Loan is
at least equal to $20,000,000, then neither the Master Servicer nor the Special
Servicer shall waive any restrictions contained in the related Mortgage on
transfers of the related Mortgaged Property or on transfers of interests in the
related Mortgagor, and (ii) if (w) the then unpaid principal balance of the
subject Serviced Trust Mortgage Loan is at least equal to 2% of the then
aggregate principal balance of the Mortgage Pool or (x) the subject Serviced
Trust Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the
Mortgage Pool or (y) the aggregate loan-to-value ratio of the subject Serviced
Trust Mortgage Loan (together with any additional loans that would further
encumber the related Mortgaged Property and/or interests in the related
Mortgagor) would be equal to or greater than 85% or (z) the aggregate debt
service coverage ratio of the related Mortgaged Property (taking into account
any additional loans that would further encumber the related Mortgaged Property
and/or interests in the related Mortgagor) would be less than 1.20x, then
neither the Special Servicer nor the Master Servicer shall waive any
restrictions contained in the related Mortgage on further encumbrances of the
related Mortgaged Property or of interests in the related Mortgagor, unless, in
the case of either (i) or (ii) above, the Special Servicer or the Master
Servicer, as the case may be, shall have received prior written confirmation
from S&P that such action would not result in an Adverse Rating Event with
respect to any Class of Certificates or, if a Serviced Loan Combination is
involved, any class of Serviced Pari Passu Non-Trust Mortgage Loan Securities
rated by such Rating Agency, and (B) if the subject Serviced Trust Mortgage Loan
is then one of the ten largest Trust Mortgage Loans in the Mortgage Pool, then
neither the Master Servicer nor the Special Servicer, as applicable, shall waive
any restrictions contained in the related Mortgage on transfers or further
encumbrances of the related Mortgaged Property or on transfers of interests in
the related Mortgagor, unless the Master Servicer or the Special Servicer, as
the case may be, shall have received prior written confirmation from Moody's
that such action would not result in an Adverse Rating Event with respect to any
Class of Certificates or, if a Serviced Loan Combination is involved, any class
of Serviced Pari Passu Non-Trust Mortgage Loan Securities rated by such Rating
Agency. 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 666 Fifth Avenue Trust 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, as applicable, unless all
costs in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor. To the extent not collected
from the related Mortgagor (or from the Depositor or the UBS Mortgage Loan
Seller pursuant to Section 2.03), any rating agency charges in connection with
the foregoing shall be paid by the Master Servicer as a Servicing Advance.

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

          (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d), 6.11, 6.12, 6.13 and 6.14, exercise reasonable efforts, consistent with
the Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Mortgage Loans
as come into and continue in default and as to which no satisfactory


                                     -181-

<PAGE>

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 Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection) unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under such ARD Mortgage Loan have been paid, the
payment of such Additional Interest has not been forgiven in accordance with
Section 3.20 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. Subject
to Section 3.11(h), the Special Servicer shall request that the Master Servicer
advance all costs and expenses incurred by it in any such proceedings, and the
Master Servicer shall be entitled to reimbursement therefor as provided in
Section 3.05(a) or Section 3.05A, as applicable. The Special Servicer shall be
responsible, consistent with the Servicing Standard, for determining whether to
exercise any rights it may have under the cross-collateralization and/or
cross-default provisions of a Cross-Collateralized Mortgage Loan. Nothing
contained in this Section 3.09 shall be construed so as to require the Special
Servicer, on behalf of the Certificateholders and, in the case of a Mortgaged
Property that secures a Serviced Loan Combination, on behalf of the affected
Serviced Non-Trust Mortgage Loan Noteholder(s), to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in its
reasonable and good faith judgment taking into account the factors described in
Section 3.18 and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

          If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed with respect to such property by an Independent Appraiser or other
expert in real estate matters, which appraisal shall take into account the
factors specified in Section 3.18, and the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance; provided that if the
Master Servicer intends to obtain an appraisal in connection with the foregoing,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.

          If any Serviced Mortgage Loan or Serviced Loan Combination becomes a
Required Appraisal Loan, then the Special Servicer shall (i) obtain or conduct,
as applicable, a Required Appraisal within 60 days (or, in the case of a
Serviced Loan Combination, such shorter time period (if any) as may be required
under the related Co-Lender Agreement) of such occurrence (unless a Required
Appraisal was obtained or conducted, as applicable, with respect to such
Required Appraisal Loan within the prior 12 months and the Special Servicer
reasonably believes, in accordance with the Servicing Standard, that no material
change has subsequently occurred with respect to the related Mortgaged Property
that would draw into question the applicability of such Required Appraisal) and
(ii) obtain or conduct, as applicable, an update of the most recent Required
Appraisal approximately 12 months following the most recent Required Appraisal
or subsequent update thereof for so long as such Serviced Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) or such Serviced Loan
Combination, 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


                                     -182-

<PAGE>

the case of a Mortgaged Property that secures a Serviced Loan Combination, the
related Non-Trust Mortgage Loan Noteholder(s), in each such case, promptly
following the Special Servicer's receipt of the subject appraisal, and, upon
request, to the Controlling Class Representative. Based on each such Required
Appraisal and updated Required Appraisal, the Special Servicer shall (monthly,
on each related Determination Date, until the subject Required Appraisal Loan
ceases to be such) calculate and notify the Trustee, the Master Servicer, the
Controlling Class Representative, and, in the case of any Mortgaged Property
that secures a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s), of any resulting Appraisal Reduction Amount in
respect of the subject Required Appraisal Loan. 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 Master Servicer shall, at the direction of the Special
Servicer, advance the cost of each such Required Appraisal and updated Required
Appraisal; provided, however, that such expense will be subject to reimbursement
to the Master Servicer as a Servicing Advance out of the related Custodial
Account pursuant to Section 3.05(a) or Section 3.05A, as applicable. At any time
that an Appraisal Reduction Amount exists with respect to any Required Appraisal
Loan, the Two Penn Plaza Controlling Party (in the case of the Two Penn Plaza
Loan Group), the Tower Square Controlling Party (in the case of the Tower Square
Loan Pair) or the Controlling Class Representative (in all other cases), as
applicable, may, at its own expense, obtain and deliver to the Master Servicer,
the Special Servicer and the Trustee an appraisal that is reasonably
satisfactory to the Special Servicer and satisfies the requirements of a
"Required Appraisal", and upon the written request of the Two Penn Plaza
Controlling Party, the Tower Square Controlling Party or the Controlling Class
Representative, as applicable, the Special Servicer shall recalculate the
Appraisal Reduction Amount in respect of such Required Appraisal Loan based on
such appraisal delivered by such party and shall notify the Trustee, the Master
Servicer, the Controlling Class Representative and, as appropriate, the Two Penn
Plaza Controlling Party (in the case of a Two Penn Plaza Mortgage Loan) or the
Tower Square Controlling Party (in the case of a Tower Square Mortgage Loan) of
such recalculated Appraisal Reduction Amount.

          (b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) under such circumstances, in such manner or pursuant to such
terms as would, in the reasonable, good faith judgment of the Special Servicer
(exercised in accordance with the Servicing Standard), (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (unless the portion of such Mortgaged Property
that is not treated as "foreclosure property" and that is held by REMIC I or the
related Loan REMIC, as applicable, at any given time constitutes not more than a
de minimis amount of the assets of REMIC I or the related Loan REMIC, as
applicable, within the meaning of Treasury regulations section 1.860D-1(b)(3)(i)
and (ii)), or (ii) except as permitted by Section 3.17(a), subject the Trust
Fund to the imposition of any federal income taxes under the Code. Subject to
the foregoing, however, a Mortgaged Property may be acquired through a single
member limited liability company if the Special Servicer determines that such an
action is appropriate to protect the Trust (and, in the case of a Mortgaged
Property that secures a Serviced Loan Combination, the related Non-Trust
Mortgage Loan Noteholder(s)) from potential liability.


                                     -183-

<PAGE>

          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 a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), 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 a Mortgaged Property that secures
a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s)), 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 6.12, Section 6.13 and/or Section 6.14, in
each case if and as applicable, and the Special Servicer has previously
determined (as evidenced by an Officer's Certificate to such effect delivered to
the Trustee (and, in the case of a Mortgaged Property that secures a Serviced
Loan Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) 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 a
Mortgaged Property that secures a Serviced Loan Combination, on behalf of the
related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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 Mortgage Loan to the
     Certificateholders (or, if a Serviced Loan Combination is involved, to the
     Certificateholders and the related Serviced Non-Trust Mortgage Loan
     Noteholder(s)), as a collective whole, on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders (or, if a Serviced Loan Combination is involved, to
     the Certificateholders and the related Serviced Non-Trust Mortgage Loan
     Noteholder(s)), as a collective whole, to be performed at the related
     Mortgage Rate(s)) 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


                                     -184-

<PAGE>

               (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 Mortgage Loan to the Certificateholders (or, if a Serviced
     Loan Combination is involved, to the Certificateholders and the related
     Serviced Non-Trust Mortgage Loan Noteholder(s)), as a collective whole, on
     a present value basis (the relevant discounting of anticipated collections
     that will be distributable to Certificateholders (or, if a Serviced Loan
     Combination is involved, to the Certificateholders and the related Serviced
     Non-Trust Mortgage Loan Noteholder(s)), as a collective whole, to be
     performed at the related Mortgage Rate(s)) 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(a) or
Section 3.05A, as applicable (or, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, to the extent the funds in the applicable
Loan Combination Custodial Account are insufficient, shall be advanced by the
Master Servicer, subject to Section 3.11(h)).

          (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 Mortgage Loan, the Special Servicer shall
take such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Serviced Loan Combination is involved, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), subject to Section 6.11, Section 6.12, Section 6.13 and/or
Section 6.14, in each case if and as applicable, release all or a portion of
such Mortgaged Property from the lien of the related Mortgage.

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


                                     -185-

<PAGE>

          (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, with respect to any Specially Serviced
Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if
the state in which the related Mortgaged Property is located and the terms of
the affected Serviced Mortgage Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

          (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Mortgaged Property
(other than the 666 Fifth Avenue Mortgaged Property) required by Section 6050H
of the Code and the reports of foreclosures and abandonments of any Mortgaged
Property (other than the 666 Fifth Avenue Mortgaged Property) and the
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required by Sections 6050J and 6050P of the Code. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

          (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Specially Serviced Mortgage Loan or
Administered REO Property, it shall promptly notify the Trustee, the Master
Servicer and, if a Serviced Loan Combination is involved, the related Serviced
Non-Trust Mortgage Loan Noteholder(s). The Special Servicer shall maintain
accurate records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and, if a Serviced Loan Combination is
involved, the related Serviced Non-Trust Mortgage Loan Noteholder(s), 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 Mortgage Loan, or the
receipt by the Master Servicer or the Special Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Master Servicer or the Special Servicer shall promptly notify the Trustee and
any related Custodian (and, in the case of a Serviced Non-Trust Mortgage Loan,
the related Serviced Non-Trust Mortgage 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 applicable Custodial Account pursuant to Section 3.04(a) or
Section 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 Serviced Non-Trust Mortgage Loan, the original of the
Mortgage Note for such Serviced Non-Trust Mortgage 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 Serviced
Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust
Mortgage Loan Noteholder to release the Mortgage Note for such Serviced
Non-Trust Mortgage 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.


                                     -186-

<PAGE>

          (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Mortgage 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 Serviced Non-Trust Mortgage 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
Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced
Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note
for such Non-Trust Mortgage Loan) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or such portion
thereof) to the Trustee or related Custodian (and, if applicable, such original
Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced
Non-Trust Mortgage Loan Noteholder), or the delivery to the Trustee (and, if
applicable, to the related Serviced Non-Trust Mortgage Loan Noteholder) of a
certificate of a Servicing Officer of the Special Servicer stating that such
Serviced Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the related Custodial Account pursuant to Section 3.04(a) or Section
3.04A(a), as applicable, have been or will be so deposited, or that the related
Mortgaged Property has become an REO Property, the Request for Release shall be
released by the Trustee or related Custodian to the Master Servicer or the
Special Servicer, as applicable.

          (c) Within seven Business Days (or within such shorter period (but no
less than three (3) Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the
Trustee shall execute and deliver to the Special Servicer (or the Special
Servicer may execute and deliver in the name of the Trustee (on behalf of the
Certificateholders and, in the case of the a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) 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, with respect to any Serviced Mortgage Loan, 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 the
related Mortgaged Property or to any legal action brought to obtain judgment
against any Mortgagor on the related Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
related 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, if applicable, any Serviced Non-Trust
Mortgage Loan Noteholder. Together with such documents or pleadings, the Special
Servicer shall deliver to the Trustee (and, if applicable, any affected Serviced
Non-Trust Mortgage 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 Serviced Loan Combination, also on
behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) 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,


                                     -187-

<PAGE>

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.

          (d) If from time to time, pursuant to the terms of the 666 Fifth
Avenue Co-Lender Agreement and the 666 Fifth Avenue Servicing Agreement, and as
appropriate for enforcing the terms of the 666 Fifth Avenue Trust Mortgage Loan,
any 666 Fifth Avenue Servicer or the appropriate 666 Fifth Avenue Non-Trust
Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note
for the 666 Fifth Avenue Trust Mortgage Loan, then the Trustee shall release or
cause the release of such original Mortgage Note to the requesting party or its
designee. In connection with the release of the original Mortgage Note for the
666 Fifth Avenue Trust Mortgage Loan in accordance with the preceding sentence,
the Trustee shall obtain such documentation (such as a custodial receipt) as is
appropriate to evidence the holding by such 666 Fifth Avenue Servicer or such
666 Fifth Avenue Non-Trust Mortgage Loan Noteholder as custodian on behalf of
and for the benefit of the Trustee.

          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 Trust
Mortgage Loan, each REO Trust Mortgage Loan, each Serviced Non-Trust Mortgage
Loan and each successor REO Mortgage Loan with respect to a Serviced Non-Trust
Mortgage Loan. As to each such Mortgage Loan and REO Mortgage Loan, the Master
Servicing Fee shall: (i) accrue from time to time at the related Master
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any such Mortgage Loan or REO Mortgage Loan on a date that is not a Due Date,
on the basis of the actual number of days to elapse from and including the most
recently preceding related Due Date to but excluding the date of such Principal
Prepayment or Liquidation Event in a month consisting of 30 days). The Master
Servicing Fee with respect to any such Mortgage Loan or REO Mortgage Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. Earned but
unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan basis,
from payments of interest on each such Mortgage Loan and REO Revenues allocable
as interest on each such REO Mortgage Loan. The Master Servicer shall be
entitled to recover unpaid Master Servicing Fees in respect of any such Mortgage
Loan or REO Mortgage Loan out of that portion of related Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds allocable as recoveries of
interest, to the extent permitted by Section 3.05(a) or Section 3.05A, as
applicable, and in the case of a Trust Mortgage Loan or an REO Trust Mortgage
Loan, out of such other amounts as may be permitted by Section 3.05(a). The
right to receive the Master Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement. Notwithstanding anything
herein to the contrary, no Master Servicing Fee shall be calculated or payable
hereunder based upon or with respect to any 666 Fifth Avenue Non-Trust Mortgage
Loan or successor REO Mortgage Loan (or comparable deemed mortgage loan) with
respect thereto.

          (b) Additional master servicing compensation in the form of (i) Net
Default Charges, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds, and any similar fees
(excluding Prepayment Premiums, Yield Maintenance Charges and Excess Defeasance
Proceeds), in each case to the extent actually paid by a Mortgagor with respect
to any


                                     -188-

<PAGE>

Serviced Mortgage Loan (or, in the case of Net Default Charges, any Serviced
Trust Mortgage Loan) and accrued during the time that such Serviced Mortgage
Loan (or, in the case of Net Default Charges, such Serviced Trust Mortgage Loan)
was a Performing Serviced Mortgage Loan (or, in the case of Net Default Charges,
a Performing Serviced Trust Mortgage Loan), and Net Default Charges Received by
the Trust with respect to the 666 Fifth Avenue Trust Mortgage Loan, (ii) 100% of
each modification fee, extension fee or other similar fee actually paid by a
Mortgagor with respect to a modification, consent, extension, waiver, amendment
or encumbrance of the related Mortgaged Property agreed to by the Master
Servicer pursuant to Section 3.20(c) or Section 3.08(c), and 100% of any fee
actually paid by a Mortgagor in connection with a defeasance of a Serviced
Mortgage Loan as contemplated under Section 3.20, 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 Combination, on behalf of the Trust and the related Non-Trust
Mortgage Loan Noteholder(s)) 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 master servicing
compensation is not required to be deposited in any Custodial Account. The
Master Servicer shall also be entitled to additional master servicing
compensation in the form of (i) Prepayment Interest Excesses Received by the
Trust with respect to the Trust Mortgage Loans; (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
such account for each related Investment 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
related Investment Period.

          With regard to the 666 Fifth Avenue Trust Mortgage Loan, as and to the
extent provided in the 666 Fifth Avenue Servicing Agreement, amounts in the
nature of the foregoing are payable to a 666 Fifth Avenue Servicer, with the
exception of Prepayment Interest Excesses and Net Default Charges, which are
payable to the Master Servicer (but only to the extent Received by the Trust),
as and to the extent provided in this Agreement.

          (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property. With respect to each Specially Serviced Mortgage Loan
and each REO Mortgage Loan that relates to an Administered REO Property, for any
calendar month (or portion thereof), the Special Servicing Fee shall: (i) accrue
from time to time at the Special Servicing Fee Rate on the same principal amount
as interest accrues from time to time on such Mortgage Loan or is deemed to
accrue from time to time on such REO Mortgage Loan; and (ii) be calculated on a
30/360 Basis (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any Specially Serviced Mortgage
Loan or REO Mortgage Loan on a date that is not a Due Date, on the basis of the
actual number of days to elapse from and including the most recently preceding
related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event, in a month consisting of 30 days and, in the case of any
other partial period that does not run from one Due Date through and including
the day immediately preceding the next Due Date, on the basis of the actual
number of days in such period in a month consisting of 30 days). The Special
Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO
Mortgage Loan shall cease


                                     -189-

<PAGE>

to accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees in
respect of Specially Serviced Trust Mortgage Loans and, to the extent they
relate to Administered REO Properties, REO Trust Mortgage Loans shall be payable
monthly out of general collections on the Mortgage Pool on deposit in the Pool
Custodial Account, to the extent permitted by Section 3.05(a). In addition,
earned but unpaid Special Servicing Fees in respect of a Serviced Loan
Combination consisting of Specially Serviced Mortgage Loans or REO Mortgage
Loans shall be payable out of collections on such Loan Combination on deposit in
the applicable Loan Combination Custodial Account, to the extent permitted
pursuant to Section 3.05A and the related Co-Lender Agreement. The 666 Fifth
Avenue Special Servicer shall be entitled to the special servicing fee for each
Mortgage Loan or REO Mortgage Loan, as applicable, constituting the 666 Fifth
Avenue Loan Pair as provided in the 666 Fifth Avenue 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 Mortgage Loan. As to each Corrected Mortgage Loan, subject to the
second following paragraph, the Workout Fee shall be payable from, and shall be
calculated by application of the Workout Fee Rate to, all collections of
principal, interest (other than Default Interest, Additional Interest and Excess
Defeasance Deposit Proceeds), Prepayment Premiums and/or Yield Maintenance
Charges received on the subject Serviced Mortgage Loan for so long as it remains
a Corrected Mortgage Loan; provided that no Workout Fee shall be payable from,
or based upon the receipt of, Liquidation Proceeds collected in connection with
the purchase of any Specially Serviced Trust Mortgage Loan by a Purchase Option
Holder or its assignee pursuant to Section 3.18, by the Depositor, Lehman
Brothers, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by the Depositor or a Garden State
Plaza Note A-1/A-2 Non-Trust Mortgage Loan Noteholder pursuant to Section 2.03,
by or on behalf of the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement, by a Non-Trust Mortgage Loan Noteholder or its
designee pursuant to the related Co-Lender Agreement, or by the holder of a
related mezzanine loan pursuant to a purchase right in connection with a
Mortgage Loan default as set forth in the related intercreditor agreement, or
out of any Loss of Value Payments, Insurance Proceeds or Condemnation Proceeds.
The Workout Fee with respect to any Corrected Mortgage Loan will cease to be
payable if such Corrected Mortgage Loan again becomes a Specially Serviced
Mortgage Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when the particular
Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special
Servicer is terminated or removed (other than for cause) 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 (and the successor
Special Servicer shall not be entitled to any portion of such Workout Fees) that
are payable in respect of:

               (i) each Mortgage Loan that became a Corrected Mortgage Loan
     during the period that the terminated, removed or resigning Special
     Servicer acted as Special Servicer and was still such at the time of such
     termination, removal or resignation; and

               (ii) each Mortgage Loan that would have been a "Corrected
     Mortgage Loan" at the time of such termination, removal or resignation but
     for the payment (in accordance with clause (w) of the definition of
     "Specially Serviced Mortgage Loan") by the related Mortgagor of the three
     consecutive full and timely Monthly Payments under the terms of such
     Serviced Mortgage Loan (as such terms may have been changed or modified in
     connection with a bankruptcy or similar proceeding involving the related
     Mortgagor or by reason of a


                                     -190-

<PAGE>

     modification, extension, waiver or amendment granted or agreed to by the
     Master Servicer or the Special Servicer pursuant to Section 3.20), but only
     if such three consecutive full and timely Monthly Payments are in fact made
     within three months of such termination, removal or resignation;

in each case until the Workout Fee for any such Serviced Mortgage Loan ceases to
be payable in accordance with the preceding sentence.

          As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
each Specially Serviced Mortgage Loan as to which it receives a full, partial or
discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Mortgage Loan and Administered REO Property as to which it
receives Net Liquidation Proceeds. As to each such Specially Serviced Mortgage
Loan or Administered REO Property, subject to the following paragraph, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full, partial or discounted payoff and/or Net
Liquidation Proceeds (exclusive of any portion of such payoff or proceeds that
represents Default Interest and/or Additional Interest); provided that no
Liquidation Fee shall be payable (i) with respect to any Specially Serviced
Mortgage Loan that becomes a Corrected Mortgage Loan or (ii) from, or based upon
the receipt of, Liquidation Proceeds collected in connection with the purchase
of any Specially Serviced Trust Mortgage Loan 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 a Non-Trust Mortgage Loan Noteholder or its designee
pursuant to the related Co-Lender Agreement prior to the expiration of 60 days
from the date such Non-Trust Mortgage Loan Noteholder's right to purchase such
Specially Serviced Trust Mortgage Loan arose under such Co-Lender Agreement
(provided that such Liquidation Fee is actually paid), by a Garden State Plaza
Note A-1/A-2 Non-Trust Loan Noteholder pursuant to Section 2.03, by the
Depositor pursuant to Section 2.03 or by or on behalf of the UBS Mortgage Loan
Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement in
connection with a Material Document Defect or a Material Breach (in either such
case, prior to the expiration of the Seller/Depositor Resolution Period), by the
Depositor pursuant to Section 2.03 or the UBS Mortgage Loan Seller pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement in connection with the
defeasance of any Early Defeasance Trust Mortgage Loan prior to the second
anniversary of the Closing Date, or by the holder of a related mezzanine loan
pursuant to a purchase right in connection with a Mortgage Loan default as set
forth in the related intercreditor agreement (unless a Liquidation Fee is
specifically required to be paid in connection with such purchase and is
actually paid pursuant to the subject intercreditor agreement) or (iii) from, or
based upon the receipt or application of, Loss of Value Payments; and provided,
further, that, in connection with any purchase by the Depositor pursuant to
Section 2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement in connection with a Material Document Defect
or a Material Breach (in either case, subsequent to the expiration of the
Seller/Depositor Resolution Period), the Liquidation Fee shall equal 1% of the
Stated Principal Balance of the repurchased Trust Mortgage Loan (or, if an REO
Property is being repurchased, 1% of the Stated Principal Balance of the related
REO Trust Mortgage Loan).

          Notwithstanding the foregoing, any Workout Fee and/or Liquidation Fee
payable in accordance with the two preceding paragraphs with respect to Mortgage
Loans or REO Mortgage Loans that comprise a Serviced Loan Combination shall be
paid from collections received on such Loan


                                     -191-

<PAGE>

Combination on deposit in the related Loan Combination Custodial Account, to the
extent permitted under Section 3.05A and the related Co-Lender Agreement.

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

          Notwithstanding anything to the contrary herein, the Special Servicer
shall not be entitled to any Special Servicing Fees, Workout Fees or Liquidation
Fees with respect to any Mortgage Loan or REO Mortgage Loan or comparable deemed
mortgage loan comprising the 666 Fifth Avenue Loan Pair.

          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 with respect to any Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto that accrued
while the subject loan was a Specially Serviced Trust Mortgage Loan or an REO
Trust Mortgage Loan, (ii) with respect to any Specially Serviced Mortgage Loan,
100% of any and all assumption fees, 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 Combination, on behalf of the Trust and the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(b) or paid by a
Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to
Section 3.08(b), (iii) with respect to any Performing Serviced Mortgage Loan,
50% of any and all assumption 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 Combination, on behalf of the Trust and the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(a) or
paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(a), and (iv) any and all modification fees, consent
fees, extension fees and similar fees actually collected on the Serviced
Mortgage Loans that are not otherwise payable to the Master Servicer as
additional master 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
REO Account, if established, in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for
each related Investment Period).

          (e) The Master Servicer and the Special Servicer shall each be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including payment of any amounts due
and owing to any of its Sub-Servicers and the premiums for any blanket policy or
the standby fee or similar premium for any master force placed 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


                                     -192-

<PAGE>

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 it does not do 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 to, as
applicable, the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer, as
applicable, within three (3) Business Days after such notice is given to the
Master Servicer or the Special Servicer, as the case may be, 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)) any Fiscal Agent shall make such Servicing
Advance within one (1) 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 any
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) first, in
accordance with Sections 3.05(a) and 3.26, out of any Default Charges on deposit
in the Pool Custodial Account that were collected on or in respect of the
particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such
Servicing Advance relates (provided that such Default Charges will only be
applied to pay interest accrued on such Servicing Advance through the date that
such Default Charges were received); and (ii) then, if and to the extent that
such Default Charges are insufficient to cover such interest, but not before the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Trust Mortgage Loans and REO Trust Mortgage Loans on deposit
in the Pool Custodial Account; provided that, if such Servicing Advance was made
with respect to a Serviced Loan Combination or any related Mortgaged Property,
then such interest shall first be payable out of amounts on deposit in the
related Loan Combination Custodial Account in accordance with Section 3.05A and
the related Co-Lender Agreement. The Master Servicer shall reimburse itself, the
Special Servicer, the Trustee or any Fiscal Agent, as appropriate, in accordance
with Section 3.03, Section 3.05(a) or Section 3.05A, as applicable, for any
Servicing Advance as soon as practicable after funds available for such purpose
are deposited in the applicable Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made Servicing Advance is a
Nonrecoverable Servicing Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool immediately, any of the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable,
may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Servicing Advance over a period of time (not to exceed 12 months
or such longer period of time as is approved in writing by the Controlling Class
Representative) and the unreimbursed portion of such Servicing Advance will
accrue interest at the Reimbursement Rate in effect from time to time. At any
time after such a determination to obtain reimbursement over time in accordance
with the preceding sentence, the Master Servicer, the Special Servicer, the
Trustee or any Fiscal Agent, as applicable, may, in its sole discretion, decide
to obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Servicing Advance over time, or not to do so, benefits some
Classes of Certificateholders to the detriment of other Classes shall not
constitute a violation of the Servicing Standard by the Master Servicer, or a
breach of any fiduciary duty owed to the Certificateholders by the Trustee or
any Fiscal Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.


                                     -193-

<PAGE>

          (h) Notwithstanding anything herein to the contrary, none of the
Master Servicer, the Special Servicer, the Trustee or any 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 the Master
Servicer or the Special Servicer that it has made (or, in the case of the
Special Servicer, that the Master Servicer has, with respect to a Specially
Serviced Mortgage Loan or an REO Property, 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, in the case of a Servicing Advance with
respect to a Serviced Loan Combination, the related Non-Trust Mortgage Loan
Noteholder(s)), setting forth the basis for such determination, together with a
copy of any appraisal of the related Mortgaged Property or REO Property, as the
case may be (which appraisal shall be an expense of the Trust, shall take into
account the factors specified in Section 3.18) and shall have been conducted by
an Independent Appraiser in accordance with the standards of the Appraisal
Institute within the twelve months preceding such determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements 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 any 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 Servicing 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 any Fiscal Agent, as applicable, shall make such Servicing Advance
within the time periods required by Section 3.11(f) unless the Trustee or any
Fiscal Agent, in good faith, makes a determination that such Servicing Advance
would be a Nonrecoverable Advance.

          (i) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an Administered REO Property is involved) pay directly
out of the Pool Custodial Account and/or (if a Serviced Loan Combination is
involved) the related Loan Combination Custodial Account, in accordance with
Section 3.05(a) or Section 3.05A, 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 Mortgage 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 a Loan Combination
Custodial Account, is in the best interests of the Certificateholders and the
related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole),
or, in the case of withdrawals from the Pool Custodial Account, is in the best
interests of the Certificateholders (as a collective whole), as evidenced in
each case by an Officer's Certificate delivered promptly to the Trustee, the
Depositor, the Controlling Class Representative and any affected Serviced
Non-Trust Mortgage Loan Noteholder(s), 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


                                      -194-

<PAGE>

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 666 Fifth Avenue
Mortgaged Property) as soon as practicable after the related Serviced Mortgage
Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so
long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage
Loan, the cost of which shall be paid by the Master Servicer, at the direction
of 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 Administered REO Properties at least once per calendar
year, the cost of which shall be paid by the Master Servicer, at the direction
of the Special Servicer, and shall be reimbursable as a Servicing Advance.
Beginning in 2005, the Master Servicer shall at its expense perform or cause to
be performed a physical inspection of each Mortgaged Property securing a
Performing Serviced Mortgage Loan: (i) at least once every two calendar years in
the case of Mortgaged Properties securing Performing Serviced Mortgage Loans
that have outstanding principal balances of (or Mortgaged Properties having
allocated loan amounts of) $2,000,000 or less; and (ii) at least once every
calendar year in the case of all other such Mortgaged Properties; provided 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, the related Serviced Non-Trust Mortgage
Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan
Combination) and each other a written report of each such inspection performed
by it that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii) any change in the condition or value of the Mortgaged
Property that the Master Servicer or the Special Servicer, as applicable, in its
reasonable, good faith judgment, considers material, or (iii) any waste
committed on the Mortgaged Property. The Master Servicer and Special Servicer
shall each forward copies of any such inspection reports prepared by it to the
Underwriters and the Controlling Class Representative upon request, subject to
payment of a reasonable fee.

          The Special Servicer, in the case of each Specially Serviced Mortgage
Loan and each REO Mortgage Loan that relates to an Administered REO Property,
and the Master Servicer, in the case of each Performing Serviced Mortgage Loan,
shall each, consistent with the Servicing Standard, use reasonable efforts to
obtain quarterly, annual and other periodic operating statements and rent rolls
with respect to each of the related Mortgaged Properties and REO Properties. The
Special Servicer shall, promptly following receipt, deliver copies of the
operating statements and rent rolls received or obtained by it to the Master
Servicer, and the Master Servicer shall promptly deliver copies of the operating
statements and rent rolls received or obtained by it to the Trustee, the Special
Servicer, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the
subject Mortgaged Property secures a Serviced Loan Combination) or any
Controlling Class Certificateholder, in each case upon request. The Special
Servicer shall, promptly following receipt, deliver copies of the materials
received or obtained by it pursuant to the foregoing sentence to the Master
Servicer, and the Master Servicer shall promptly deliver


                                     -195-

<PAGE>

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 Certificateholder and any such Serviced Non-Trust Mortgage
Loan Noteholder(s), 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 666
Fifth Avenue Mortgaged Property) or Administered REO Property, the Master
Servicer with respect to a Performing Serviced Mortgage Loan and the Special
Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage
Loan that relates to an Administered REO Property shall prepare or update and
forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or Administered REO Property (with, upon request, the annual operating
statements attached thereto as an exhibit).

          The Master Servicer with respect to a Performing Serviced Mortgage
Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan
or an REO Mortgage Loan that relates to an Administered REO Property shall
prepare and maintain one CMSA Operating Statement Analysis Report for each
Mortgaged Property (other than the 666 Fifth Avenue Mortgaged Property) and
Administered REO Property. The CMSA Operating Statement Analysis Report for each
such Mortgaged Property and REO Property is to be updated by the Master Servicer
or Special Servicer, as applicable, within 30 days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer or Special Servicer, as applicable, shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any 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 Mortgaged Property or REO Property, as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets are to be forwarded to the Trustee automatically (on a monthly basis)
during any period in respect of which Exchange Act Reports are being filed as to
the Trust with the Commission, and are otherwise to be made available by the
Master Servicer to the Trustee, the Special Servicer and any Controlling Class
Certificateholder, in each case upon request.

          (b) Not later than 12:00 p.m. (New York City time) on the Business Day
after each Trust 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 Trust Mortgage Loans and any Administered REO Properties and,
to the extent that the subject information relates to when they were Specially
Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage
Loans, providing the required information as of the related Determination Date:
(A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a
CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a
CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and
Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.

          (c) Not later than 2:00 p.m. (New York City time) on the first
Business Day prior to each Distribution Date, the Master Servicer shall deliver
or cause to be delivered to the Trustee, the Rating Agencies, the Special
Servicer and, upon request, any Controlling Class Certificateholder: (i) the
most recent CMSA Historical Loan Modification and Corrected Mortgage Loan
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


                                     -196-

<PAGE>

Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, 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 each subject Trust Mortgage Loan. The Master Servicer shall
incorporate in the foregoing reports any information and reports received (by
the date in the month of such Distribution Date that such information and
reports are scheduled to be received in accordance with the 666 Fifth Avenue
Servicing Agreement) from the applicable 666 Fifth Avenue Servicer with respect
to the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Trust
Mortgage 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)
and/or 4.03(d), such information to be presented on a loan-by-loan basis.

          If the Master Servicer determines, in its reasonable judgment, that
information regarding the Trust Mortgage Loans and REO Properties (in addition
to the information otherwise required to be contained in the CMSA Investor
Reporting Package) should be disclosed to Certificateholders and Certificate
Owners, then it shall forward such information in the form of a Supplemental
Report to the Trustee in accordance with Section 4.02(a).

          (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee, the Special Servicer and, upon request,
any Controlling Class Certificateholder the reports set forth in Section 3.12(c)
in an electronic format reasonably acceptable to the Master Servicer and the
Trustee. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12(b)
and, with respect to the 666 Fifth Avenue Trust Mortgage Loan, by a 666 Fifth
Avenue Servicer pursuant to the 666 Fifth Avenue Servicing Agreement. The
Trustee may, absent manifest error, conclusively rely on the reports to be
provided by the Master Servicer pursuant to Section 3.12(c) to the extent that
the underlying information is solely within the control of the Master Servicer
or the Special Servicer. In the case of information or reports to be furnished
by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent
that such information is based on reports to be provided by the Special Servicer
pursuant to Section 3.12(b) or by a 666 Fifth Avenue Servicer pursuant to the
666 Fifth Avenue Servicing Agreement 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 party required to provide the subject reports are
not the same Person or Affiliates, the Master Servicer shall have no obligation
to provide such information or reports to the Trustee until it has received such
information or reports from the Special Servicer or the relevant 666 Fifth
Avenue Servicer, as applicable, 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 or a 666 Fifth Avenue Servicer's failure
to provide any report required to be provided to the holder of the 666 Fifth
Avenue Trust Mortgage Loan pursuant to the 666 Fifth Avenue Servicing Agreement,
as applicable.

          (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.


                                     -197-

<PAGE>

          SECTION 3.12A. Delivery of Certain Reports to the Serviced Non-Trust
                         Mortgage Loan Noteholders.

          (a) The Master Servicer shall promptly deliver to each Serviced
Non-Trust Mortgage 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 Combination.

          (b) If the Mortgage Loans forming a Serviced Loan Combination
constitute Specially Serviced Mortgage Loans, or if a Mortgaged Property
securing a Serviced Loan Combination has become an REO Property, then each
calendar month, not later than 12:00 p.m. (New York City time) on the Business
Day after each applicable Loan Combination Determination Date, the Special
Servicer shall deliver or cause to be delivered to the Master Servicer the
following reports with respect to such Serviced Loan Combination and/or the
related Mortgaged Property, providing the required information as of the related
Loan Combination Determination Date: (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
Mortgage Loans forming a Serviced Loan Combination constitute Specially Serviced
Mortgage Loans, or if a Mortgaged Property securing a Serviced Loan Combination
has become an REO Property, then each calendar month, not later than 10:00 a.m.
(New York City time) on the second Business Day prior to the applicable Loan
Combination 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 Serviced Loan
Combination 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 and Corrected
Mortgage Loan Report; and (v) a CMSA REO Status Report.

          (c) Prior to 12:00 noon (New York City time) on each applicable Master
Servicer Remittance Date, the Master Servicer shall, with respect to each
Serviced Loan Combination, prepare all Loan Combination 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 also include on
one of such reports updated information as of the applicable Loan Combination
Determination Date regarding the amount of accrued and unpaid interest on
Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to
be presented on a loan-by-loan basis.

          (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 a Serviced Non-Trust Mortgage
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


                                     -198-

<PAGE>

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 Serviced Non-Trust Mortgage Loan
                         Noteholders.

          (a) Not later than 12:00 noon (New York City time) on each related
Master Servicer Remittance Date, the Master Servicer shall forward to the
related Non-Trust Mortgage Loan Noteholder(s) all related Loan Combination
Servicing Reports prepared with respect to each Serviced Loan Combination,
pursuant to Section 3.12A, during the calendar month in which such 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.

          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 Serviced
Non-Trust Mortgage Loan Noteholder and each other, on or before April 30 of each
year, beginning in 2005 (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, 2004, 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


                                     -199-

<PAGE>

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 or any other party hereto is required to file an Annual Report on
Form 10-K with the Commission in respect of the Trust covering any particular
calendar year, or any other depositor, trustee and/or other certifying party and
certifying officer with respect to a related securitization trust is required to
file an Annual Report on Form 10-K with the Commission in connection with the
securitization of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or a
Garden State Plaza Non-Trust Mortgage Loan 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 20 of such following year to the Depositor, each
Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or
other certifying party and certifying officer with respect to a related
securitization trust, as applicable; and the Master Servicer and the Special
Servicer are hereby notified that the Depositor is required to file an Annual
Report on Form 10-K with the Commission in respect of the Trust covering
calendar year 2004.

          SECTION 3.14. Reports by Independent Public Accountants.

          On or before April 30 of each year, beginning in 2005 (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 Serviced Non-Trust Mortgage Loan Noteholder
and each other, to the effect that (i) such firm has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer or the Special Servicer, as applicable, which includes an assertion
that the Master Servicer or the Special Servicer, as applicable, has complied
with certain minimum mortgage loan servicing standards (to the extent applicable
to commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by sub-servicers, upon comparable
reports of firms of independent certified public accountants rendered (within
one year of such report) on the basis of examinations conducted in accordance
with the same standards with respect to those sub-servicers. Notwithstanding the
timing provided for in the first sentence of this paragraph, if (as confirmed in
writing by the Depositor) the Depositor is required to file an Annual Report on
Form 10-K with the Commission in respect of the Trust covering any particular
calendar year, or any other depositor, trustee and/or other certifying party and
certifying officer with respect to a related securitization trust is required to
file an Annual Report on Form 10-K with the Commission in connection with the
securitization of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or a
Garden State Plaza Non-Trust Mortgage Loan 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 to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and
any depositor, trustee and/or other certifying


                                     -200-

<PAGE>

party and certifying officer with respect to a related securitization trust, as
applicable, on or before March 20 of such following year and shall not contain
any restrictions on the filing thereof with the Commission with respect to
calendar year 2004; and the Master Servicer and the Special Servicer are hereby
notified that the Depositor is required to file an Annual Report on Form 10-K
(including the foregoing Annual Accountants' Report) with the Commission in
respect of the Trust covering calendar year 2004.

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

          SECTION 3.15. Access to Certain Information.

          (a) Each of the Master Servicer and the Special Servicer shall afford
to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, any Serviced Non-Trust Mortgage 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, any Certificate Owner (identified
as such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan
Noteholder, access to any records regarding the Serviced Mortgage Loans and the
servicing thereof within its control (which access shall be limited, in the case
of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority
seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder,
to records relating to the related Serviced Non-Trust Mortgage Loan), except to
the extent it is prohibited from doing so by applicable law or contract or to
the extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage
Loan Noteholders. 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
Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may
exercise authority over a Certificateholder, a Certificate Owner or a Serviced
Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer
each may require payment from such Certificateholder, a Certificate Owner or a
Serviced Non-Trust Mortgage 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.


                                     -201-

<PAGE>

          Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

          (b) No less often than on a monthly basis, upon reasonable prior
notice and during normal business hours, each of the Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions (if and to the extent the Master Servicer or the
Special Servicer, as the case may be, is responsible (or, in the case of the
Special Servicer, would be responsible upon the occurrence of a Servicing
Transfer Event) for the servicing thereof) from the following parties: (i) the
Controlling Class Representative regarding the performance and servicing of the
Mortgage Loans and/or the REO Properties, (ii) the Two Penn Plaza Controlling
Party regarding the performance and servicing of the Two Penn Plaza Loan Group
and/or the Two Penn Plaza REO Property and (iii) the Tower Square Controlling
Party regarding the performance and servicing of the Tower Square Loan Pair
and/or the Tower Square REO Property. Except as provided in the following
sentence, in connection with providing the Controlling Class Representative with
the information described in the preceding sentence, the Master Servicer and the
Special Servicer shall require (prior to providing such information for the
first time to such Controlling Class Representative) a written confirmation
executed by the Controlling Class Representative, in the form of Exhibit O
attached hereto, generally to the effect that such Person will keep any
information received by it from time to time pursuant to this Agreement
confidential (other than with respect to communications with the Controlling
Class). In the case of the initial Controlling Class Representative, upon its or
an Affiliate's acquisition of the Class T Certificates, such entity shall be
deemed to have agreed to keep all non-public information received by it in such
capacity from time to time pursuant to this Agreement confidential, subject to
applicable law.

          SECTION 3.16. Title to REO Property; REO Accounts.

          (a) If title to any Mortgaged Property (other than the 666 Fifth
Avenue 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 of a Mortgaged Property that secures a Serviced Loan Combination, on
behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s). If,
pursuant to Section 3.09(b), the Special Servicer formed or caused to be formed,
at the expense of the Trust, a single member limited liability company (of which
the Trust is the sole member) for the purpose of taking title to one or more
Administered REO Properties pursuant to this Agreement, then (subject to the
interests of any affected Serviced Non-Trust Mortgage Loan Noteholder), the deed
or certificate of sale with respect to any such Administered REO Property shall
be issued to such single member limited liability company. The limited liability
company shall be a manager-managed limited liability company, with the Special
Servicer to serve as the initial manager to manage the property of the limited
liability company, including any applicable Administered REO Property, in
accordance with the terms of this Agreement as if such property was held
directly in the name of the Trust or Trustee under this Agreement.


                                     -202-

<PAGE>

          The Special Servicer, on behalf of the Trust Fund and, in the case of
any Administered REO Property that relates to a Serviced Loan Combination, the
related Serviced Non-Trust Mortgage Loan Noteholder(s), shall sell any
Administered REO Property by the end of the third 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 Administered REO Property subsequent
to the end of such third succeeding year will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) of
any REMIC Pool or cause any REMIC Pool to fail to qualify as a REMIC at any time
that any Certificates are outstanding. If the Special Servicer is granted the
REO Extension contemplated by clause (i) of the immediately preceding sentence
or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell the subject 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, or for the
creation of and the operating of a single member limited liability company,
shall be covered by, and reimbursable as, a Servicing Advance.

          (b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any 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 a Mortgaged Property that secures
a Loan Combination), the Special Servicer shall establish and maintain one or
more accounts (collectively, the "Pool REO Account"), to be 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 REO Property that relates to a Loan Combination). If such REO
Acquisition occurs with respect to the Mortgaged Property that secures any
Serviced Loan Combination, then the Special Servicer shall establish one or more
accounts solely with respect to such property (the related "Loan Combination REO
Account"), to be held for the benefit of the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s). The Pool REO Account and each
Loan Combination REO Account shall each be an Eligible Account. The Special
Servicer shall deposit, or cause to be deposited, in the applicable 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 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 related
Investment Period). The Special Servicer shall give notice to the Trustee and
the Master Servicer of the location of each REO Account, and shall give notice
to the related Serviced Non-Trust Mortgage Loan Noteholder(s) of the location of
any Loan Combination REO Account, in each case when first established and of the
new location of any such REO Account prior to any change thereof.


                                     -203-

<PAGE>

          (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 such REO Account relating to such REO Property. On the Business
Day following each Trust Determination Date, the Special Servicer shall withdraw
from any Pool REO Account and deposit into the Pool Custodial Account (or
deliver to the Master Servicer or such other Person as may be designated by the
Master Servicer for deposit into the Pool Custodial Account) the aggregate of
all amounts received in respect of each Administered REO Property (other than
any Administered REO Property relating to a Serviced Loan Combination) during
the Trust Collection Period ending on such Trust Determination Date, net of any
withdrawals made out of such amounts pursuant to the preceding sentence and,
further, net of any reserves to be maintained in the Pool REO Account in
accordance with the last sentence of this Section 3.16(c). On the Business Day
following each related Loan Combination Determination Date, the Special Servicer
shall withdraw from the Loan Combination REO Account related to any Serviced
Loan Combination and deposit into the Loan Combination Custodial Account that
relates to such Serviced Loan Combination (or deliver to the Master Servicer or
such other Person as may be designated by the Master Servicer for deposit into
such Loan Combination Custodial Account) the aggregate of all amounts received
in respect of any Administered REO Property that relates to such Serviced Loan
Combination during the related Loan Combination Collection Period ending on such
related Loan Combination Determination Date, net of any withdrawals made out of
such amounts pursuant to the second preceding sentence and, further, net of any
reserves to be maintained in the related Loan Combination REO Account in
accordance with the next paragraph.

          Notwithstanding the foregoing, the Special Servicer may retain in the
related REO Account such portion of proceeds and collections in respect of any
Administered REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period.

          (d) The Special Servicer shall keep and maintain separate records, on
a property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, 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 666 Fifth Avenue 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 666 Fifth Avenue 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


                                     -204-

<PAGE>

     Section 860F of the Code (either such tax referred to herein as an "REO
     Tax"), then such Mortgaged Property may be Directly Operated by the Special
     Servicer as REO Property;

               (ii) Directly Operating such Mortgaged Property as REO Property
     could result in income from such property that would be subject to an REO
     Tax, but that a lease of such property to another party to operate such
     property, or the performance of some services by an Independent Contractor
     with respect to such property, or another method of operating such property
     would not result in income subject to an REO Tax, then the Special Servicer
     may (provided that in the good faith and reasonable judgment of the Special
     Servicer, it is commercially reasonable) acquire such Mortgaged Property as
     REO Property and so lease or operate such REO Property; or

               (iii) It is reasonable to believe that Directly Operating such
     property as REO Property could result in income subject to an REO Tax and
     that no commercially reasonable means exists to operate such property as
     REO Property without the Trust Fund incurring or possibly incurring an REO
     Tax on income from such property, the Special Servicer shall deliver to the
     Tax Administrator, in writing, a proposed plan (the "Proposed Plan") to
     manage such property as REO Property. Such plan shall --------------
     include potential sources of income, and, to the extent reasonably
     possible, estimates of the amount of income from each such source. Upon
     request of the Special Servicer, the Tax Administrator shall advise the
     Special Servicer of the Tax Administrator's federal income tax reporting
     position with respect to the various sources of income that the Trust Fund
     would derive under the Proposed Plan. After receiving the information
     described in the preceding sentence from the Tax Administrator, the Special
     Servicer shall implement the Proposed Plan (after acquiring the respective
     Mortgaged Property as REO Property), with any amendments required to be
     made thereto as a result of the Tax Administrator's tax reporting position.

          The Special Servicer's decision as to how each Administered 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 (and, in the case of any Administered REO Property related to
a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as a collective whole, by maximizing (to the extent commercially
reasonable and consistent with Section 3.17(b)) the net after-tax REO Revenues
received 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 is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders (and, in the case of any Administered REO
Property related to a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) 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)


                                     -205-

<PAGE>

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 related REO Account, to the extent of amounts on 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 related 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 Master
Servicer shall, at the direction of the Special Servicer, make Servicing
Advances in such amounts as are necessary for such purposes unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that the Master
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.

          (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any Administered REO Property:

               (i) enter into, renew or extend any New Lease with respect to
     such 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 such 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
     Serviced Mortgage Loan became imminent, all within the meaning of Section
     856(e)(4)(B) of the Code; or

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


                                     -206-

<PAGE>

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

          (d) The Special Servicer may contract with any Independent Contractor
for the operation and management of any Administered REO Property; provided
that:

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

               (ii) the fees of such Independent Contractor (which shall be
     expenses of the Trust Fund and, in the case of any Administered REO
     Property that relates to a Serviced Loan Combination, the related Serviced
     Non-Trust Mortgage Loan Noteholder(s)) shall be reasonable and customary in
     consideration of the nature and locality of such Administered 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 out of related REO
     Revenues all costs and expenses incurred in connection with the operation
     and management of such Administered 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 Administered 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 Administered 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
     Administered 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 666 Fifth Avenue REO Property.


                                     -207-

<PAGE>

          SECTION 3.18. Sale of Trust Mortgage Loans and Administered REO
                        Properties.

          (a) The Master Servicer, the Special Servicer or the Trustee may sell
or purchase, or permit the sale or purchase of, a Trust Mortgage Loan or
Administered REO Property only (i) on the terms and subject to the conditions
set forth in this Section 3.18, (ii) as otherwise expressly provided in or
contemplated by Sections 2.03 and 9.01 of this Agreement and/or the
UBS/Depositor Mortgage Loan Purchase Agreement, (iii) in the case of the Two
Penn Plaza Trust Mortgage Loan, as set forth in the Two Penn Plaza Co-Lender
Agreement, (iv) in the case of the Tower Square Trust Mortgage Loan, as set
forth in the Tower Square Co-Lender Agreement, and (v) in the case of a Trust
Mortgage Loan with a related mezzanine loan, in connection with a Mortgage Loan
default as set forth in the related mezzanine intercreditor agreement.

          (b) Within five (5) Business Days after any Trust Mortgage Loan has
become a Specially Serviced Trust Mortgage Loan, the Special Servicer shall give
notice of such event to the related Non-Trust Mortgage Loan Noteholder(s) (if
such Trust Mortgage Loan is part of a Loan Combination), each Holder of a
Certificate of the Controlling Class and the Trustee. The Special Servicer, any
single Holder or any group of Certificateholders evidencing a majority of the
Voting Rights allocated to the Controlling Class and any assignees of the
foregoing parties (collectively, the "Purchase Option Holders") shall each have
the option to purchase such Specially Serviced Trust Mortgage Loan at a cash
price that is at least equal to the Purchase Price; provided that a material
default exists with respect to such Specially Serviced Trust Mortgage Loan; and
provided further, that any such purchase by a Purchase Option Holder of a Garden
State Plaza Trust Mortgage Loan shall be conditioned on the simultaneous cash
purchase of the other Garden State Plaza Trust Mortgage Loan by such Purchase
Option Holder at the related Purchase Price, which simultaneous purchase shall
be on the same terms and conditions as are set forth herein for any such
purchase of the first Garden State Plaza Trust Mortgage Loan. The Special
Servicer shall accept the first offer by a Purchase Option Holder that is at
least equal to the Purchase Price (or, if the Garden State Plaza Trust Mortgage
Loans are involved, the aggregate of the applicable Purchase Prices) for the
subject Trust Mortgage Loan(s).

          (c) If none of the Purchase Option Holders exercises its option to
purchase any Specially Serviced Trust Mortgage Loan as described in subsection
(b) above, then each Purchase Option Holder will also have the option to
purchase that Specially Serviced Trust Mortgage Loan at a price equal to the
fair value (the "FV Price") of such Specially Serviced Trust Mortgage Loan;
provided that a material default exists with respect to such Specially Serviced
Trust Mortgage Loan; and provided further, that any purchase by a Purchase
Option Holder of a Garden State Plaza Trust Mortgage Loan at the FV Price shall
be conditioned on the simultaneous cash purchase of the other Garden State Plaza
Trust Mortgage Loan by such Purchase Option Holder at the FV Price that is also
to be determined by the Special Servicer, which simultaneous purchase shall be
on the same terms and conditions as are set forth herein for any such purchase
of the first Garden State Plaza Trust Mortgage Loan. 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 Trust
Mortgage Loan as to which a material default exists 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 for the subject Specially Serviced Trust Mortgage
Loan (or, if the Garden State Plaza Trust Mortgage Loans are involved, for both
such


                                     -208-

<PAGE>

Mortgage Loans) in accordance with the Servicing Standard and the provisions of
subsection (i) below. Promptly after determining such FV Price, the Special
Servicer shall report such FV Price to the Trustee and each Purchase Option
Holder. In addition, promptly after determining the FV Price with respect to the
Garden State Plaza Trust Mortgage Loans, the Special Servicer shall provide
written notification to the Garden State Plaza Non-Trust Noteholders of such FV
Price and shall provide a copy of the appraisal obtained in connection
therewith.

          (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 Trust Mortgage Loan as to which a
material default exists (or, if the Garden State Plaza Trust Mortgage Loans are
involved, both such Trust Mortgage Loans) (the party submitting such bid, the
"Initial Bidder") at a price equal to or above the FV Price (a "FV Bid"), then
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 (10) Business Day period following such notice. At the conclusion
of the above-described ten (10) 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 for the subject Specially Serviced Trust Mortgage Loan.

          (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 Trust Mortgage Loan (or, if the Garden State Plaza Trust
Mortgage Loans are involved, both such Trust Mortgage Loans) within ten (10)
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 Trust Mortgage Loan (or, if the Garden State Plaza Trust
Mortgage Loans are involved, both such Trust Mortgage Loans) is the Special
Servicer or an Affiliate thereof, the Trustee shall verify that the FV Price of
such Trust Mortgage Loan(s) is at least equal to the fair value of such Trust
Mortgage Loan. In conducting such verification, 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 such FV Price and/or the opinion
of an Independent expert in real estate matters (including the Master Servicer)
with at least five years' experience in valuing or investing in loans, similar
to the subject Specially Serviced Trust Mortgage Loan(s), 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 purchase option is
exercisable pursuant to this Section 3.18, assign its purchase option with
respect to any Specially Serviced Trust Mortgage Loan (or, if the Garden State
Plaza Trust Mortgage Loans are involved, both such Trust Mortgage Loans) 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


                                     -209-

<PAGE>

hereunder in respect of the purchase option. Such assignment shall only be
effective upon written notice (together with a copy of the executed assignment
and assumption agreement) being delivered to the Trustee, the Master Servicer
and the Special Servicer.

          (i) In determining the FV Price for any Specially Serviced Trust
Mortgage Loan (or, if the Garden State Plaza Trust Mortgage Loans are involved,
for both such Trust Mortgage Loans) under this Section 3.18, 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 Trust Mortgage Loan(s); the period and amount of
any delinquency on the subject Specially Serviced Trust Mortgage Loan(s); the
physical condition of the related Mortgaged Property; the state of the local
economy; and the expected recoveries from the subject Specially Serviced Trust
Mortgage Loan(s) 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 Trust Mortgage Loan
(or, if the Garden State Plaza Trust Mortgage Loans are involved, for both such
Trust Mortgage Loans) 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 such Specially Serviced Mortgage Loan has not yet
occurred, shall terminate and be of no further force or effect) if and when (i)
the Special Servicer has accepted a FV Bid, (ii) such Specially Serviced Trust
Mortgage Loan has become a Corrected Mortgage Loan, (iii) the related Mortgaged
Property has become an REO Property, (iv) a Final Recovery Determination has
been made with respect to such Specially Serviced Mortgage Loan or (v) the
subject Specially Serviced Trust Mortgage Loan has been removed from the Trust
Fund.

          (k) Notwithstanding anything herein to the contrary, if and for so
long as the 666 Fifth Avenue Trust Mortgage Loan constitutes a "Specially
Serviced Mortgage Loan" under the 666 Fifth Avenue Servicing Agreement as to
which there exists a material default, then the 666 Fifth Avenue Trust Mortgage
Loan shall be deemed a "Specially Serviced Trust Mortgage Loan" for purposes of,
and be subject to the purchase options contemplated by, Sections 3.18(b) through
3.18(j); provided that the FV Bid may be calculated based upon, among other
things, appraisals and other information obtained from the 666 Fifth Avenue
Servicers under the 666 Fifth Avenue Servicing Agreement.

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

          (m) Any purchase of a Specially Serviced Mortgage Loan that is
purchased pursuant to the purchase option provided for in this Section 3.18 will
remain subject to the cure and purchase rights, in each case if any, of any
holder of a related mezzanine loan in connection with a Mortgage Loan default as
set forth in the related intercreditor agreement. Further, any Specially
Serviced Trust Mortgage Loan that is purchased pursuant to the purchase option
provided for in this Section 3.18 will remain subject to the following purchase
rights with respect to the Serviced Loan Combinations:

               (i) the Garden State Plaza Note A-1/A-2 Non-Trust Mortgage Loan
     Noteholder will be entitled to purchase the other Garden State Plaza Trust
     Mortgage Loan in


                                     -210-

<PAGE>

     accordance with the terms and conditions set forth in Section 2.03(k) of
     this Agreement, even after such other Garden State Plaza Trust Mortgage
     Loan has been purchased out of the Trust Fund pursuant to the purchase
     option provided for in this Section 3.18;

               (ii) the Two Penn Plaza Note B-1 Subordinate Non-Trust Mortgage
     Loan Noteholder will be entitled to purchase the Two Penn Plaza Trust
     Mortgage Loan in accordance with the terms and conditions set forth in the
     Two Penn Plaza Co-Lender Agreement, even after it has been purchased out of
     the Trust Fund pursuant to the purchase option provided for in this Section
     3.18; and

               (iii) the Tower Square Non-Trust Mortgage Loan Noteholder will be
     entitled to purchase the Tower Square Trust Mortgage Loan in accordance
     with the terms and conditions set forth in the related Co-Lender Agreement,
     even after the subject Trust Mortgage Loan has been purchased out of the
     Trust Fund pursuant to the purchase option provided for in this Section
     3.18.

          (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 Section 6.11, Section 6.12, Section 6.13 and/or Section 6.14, if and
as applicable, 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 Administered 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, Section
6.12, Section 6.13 and/or Section 6.14, in each case if and as applicable) the
Special Servicer shall dispose of such Administered 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 the Special Servicer or an
Affiliate of the Special Servicer, by the Trustee. In determining whether any
bid received from the Special Servicer or an Affiliate of the Special Servicer
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 Administered REO Property since any
such appraisal, on a new appraisal to be obtained by the Special Servicer (the
cost of which shall be covered by, and be reimbursable as, a Servicing
Advance)). The appraiser conducting any such new appraisal shall be an
Independent Appraiser selected by the Special Servicer if neither the Special
Servicer nor any Affiliate thereof is


                                     -211-

<PAGE>

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 itself or one of its Affiliates 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 Administered REO Property, the state of the local economy and the
obligation to dispose of the subject Administered 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
thereof) 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 6.12, Section 6.13 and/or Section 6.14, in each
case if and as applicable, 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 Trust 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 any Custodial Account. Any sale of a Specially
Serviced Trust 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 Trust 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.


                                     -212-

<PAGE>

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

          (a) The Master Servicer shall deliver to the Trustee for deposit in
the Collection Account on each Trust 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 by the Trust during the most
recently ended applicable Collection Period, with respect to Performing Trust
Mortgage Loans and (ii) the sum of (1) the aggregate of all Master Servicing
Fees received by the Master Servicer during such Collection Period with respect
to the entire Mortgage Pool (but only to the extent of that portion thereof
calculated at a rate of 0.015% per annum with respect to each and every Trust
Mortgage Loan and REO Trust 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 with respect to any Serviced Trust Mortgage Loan 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 Trust Mortgage Loan
without any limitation of the kind set forth in clauses (1) and (2) above.

          (b) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor under a Ground Lease,
even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days) following the Closing Date, notify the related ground lessor of
the transfer of such Serviced Trust Mortgage Loan to the Trust Fund pursuant to
this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Master Servicer.

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

          (d) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance,
such request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request sets 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


                                     -213-

<PAGE>

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) or 3.05A and/or 3.11(g), as applicable, at the
same time, in the same manner and to the same extent as the Master Servicer is
entitled with respect to any other Servicing Advances made thereby.

          Notwithstanding the foregoing provisions of this Section 3.19(d), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and any Fiscal Agent shall be
entitled to conclusively rely on such determination. Upon making a
determination, in accordance with the applicable requirements under Section
3.11(h), that any Servicing Advance previously made or proposed to be made with
respect to a Specially Serviced Mortgage Loan or an Administered REO Property is
a Nonrecoverable Servicing Advance (subject to clause (1) of the definition of
"Nonrecoverable Servicing Advance"), the Special Servicer shall report to the
Master Servicer and the Trustee the Special Servicer's determination. The Master
Servicer shall be entitled to conclusively rely on such a determination by the
Special Servicer.

          (e) The Master Servicer and the Special Servicer shall each be
responsible for providing: (i) to the respective Non-Trust Mortgage Loan
Noteholders such notices regarding defaults and events of default under the
related Serviced Loan Combination as are required from the Trust, as holder of
the Trust Mortgage Loan that constitutes part of such Serviced Loan Combination;
and (iv) to any lender of related mezzanine debt as may be required from the
Trust, as holder of a Trust Mortgage Loan, under any related co-lender,
intercreditor or similar agreement.

          (f) Upon termination of the Trust Fund, any funds or other assets
remaining in the Loss of Value Reserve Fund, to the extent not otherwise
required to be part of the Available Distribution Amount for the Final
Distribution Date in accordance with Section 3.05(e), shall be distributed to
the Holder or Holders of the Class R-III Certificates. The Trustee and the
Special Servicer shall account for the Loss of Value Reserve Fund as an outside
reserve fund within the meaning of Treasury regulations section 1.860G-2(h) and
not an asset of any REMIC Pool or the Grantor Trust. Furthermore, for all
federal tax purposes, the Trustee and the Special Servicer shall (i) treat
amounts paid out of the Loss of Value Reserve Fund to the Certificateholders as
distributions by the REMIC Pools for all federal tax purposes and (ii) treat any
amounts transferred by a REMIC Pool to the Loss of Value Reserve Fund as amounts
distributed by such REMIC Pool to the beneficial owner of the Loss of Value
Reserve Fund. The Holder or Holders of the Class R-III Certificates will be the
sole beneficial owner(s) of the Loss of Value Reserve Fund for all income and
franchise tax purposes.


                                     -214-

<PAGE>

          SECTION 3.20. Modifications, Waivers, Amendments and Consents;
                        Defeasance.

          (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(m) below, and
further subject to Section 6.11, Section 6.12, Section 6.13 and/or Section 6.14,
in each case if and as applicable, and any related intercreditor, co-lender or
similar agreement (including, in the case of a Mortgage Loan that is part of a
Serviced Loan Combination, the related Co-Lender Agreement), 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 Serviced
Non-Trust Mortgage Loan, the related Serviced Non-Trust Mortgage Loan
Noteholder, agree to any modification, extension, waiver or amendment of any
term of any Serviced Mortgage Loan and respond to various Mortgagor requests for
consent on the part of the mortgagee (including the lease reviews and lease
consents related thereto), without the consent of the Trustee, any
Certificateholder, any Serviced Non-Trust Mortgage 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). Neither the Master Servicer nor the
Special Servicer (in its capacity as such) may agree to any modification,
extension, waiver or amendment of a Mortgage Loan in the 666 Fifth Avenue Loan
Pair.

          (b) All modifications, extensions, waivers or amendments of any
Serviced Mortgage Loan, including the lease reviews and lease consents related
thereto, shall be in writing and shall be considered and effected in a manner
consistent with the Servicing Standard.

          (c) In the case of any Performing Serviced Mortgage Loan, and subject
to the rights of the Special Servicer set forth below, the Master Servicer shall
(without the consent of the Trustee, any Certificateholder, any Serviced
Non-Trust Mortgage Loan Noteholder or, except as expressly set forth below, the
Special Servicer), be responsible for the following:

               (i) consenting to subordination of the lien of the subject
     Performing Serviced Mortgage Loan to an easement or right-of-way for
     utilities, access, parking, public improvements or another purpose,
     provided that the Master Servicer has determined in accordance with the
     Servicing Standard that such easement or right-of-way shall not materially
     interfere with the then-current use of the related Mortgaged Property, or
     the security intended to be provided by the related Mortgage, the related
     Mortgagor's ability to repay the subject Performing Serviced Mortgage Loan,
     or materially or adversely affect the value of the related Mortgaged
     Property;

               (ii) granting waivers of minor covenant defaults (other than
     financial covenants) including late financial statements;

               (iii) granting releases of non-material parcels of the related
     Mortgaged Property (provided that in the event the related loan documents
     expressly require the mortgagee thereunder to grant its consent to a
     particular release upon the satisfaction of certain conditions, such
     release shall be granted as required by the related loan documents);

               (iv) approving routine leasing activity with respect to (A)
     leases (other than Ground Leases) for less than 5,000 square feet, provided
     that no subordination, non-disturbance and attornment agreement exists with
     respect to the subject lease, or (B) leases (other than Ground Leases) of
     more than 5,000 square feet and less than 10,000 square feet, provided that
     (1) no subordination, non-disturbance and attornment agreement exists with
     respect to the


                                     -215-

<PAGE>

     subject lease and (2) such lease does not constitute more than 20% of the
     related Mortgaged Property;

               (v) approving or consenting to grants of easements and
     rights-of-way that do not materially affect the use or value of the related
     Mortgaged Property or the related Mortgagor's ability to make any payments
     with respect to the subject Performing Serviced Mortgage Loan; and

               (vi) granting other non-material waivers, consents, modifications
     or amendments;

provided that, (1) any such modification, waiver or amendment would not in any
way affect a payment term of the subject Performing Serviced Mortgage Loan
(other than in the case of a waiver of the payment of Default Charges), (2)
agreeing to such modification, waiver or amendment would be consistent with the
Servicing Standard, (3) agreeing to such modification, waiver or amendment will
not violate the terms, provisions or limitations of this Agreement, (4) the
Master Servicer shall not grant or enter into any subordination, non-disturbance
and attornment agreements (or waivers, consents, approvals, amendments or
modifications in connection therewith) without the prior written consent of the
Special Servicer and (5) any such modification, waiver or amendment does not
materially violate the terms, conditions and limitations of Section 3.08, if
applicable. With respect to any action proposed to be taken by the Master
Servicer under this Section 3.20(c) where any thresholds in clauses (i) through
(vi) of the preceding sentence are exceeded, or which cannot be taken by the
Master Servicer by reason of the proviso to the previous sentence, the Special
Servicer only may take such action (if and to the extent otherwise permitted
under this Agreement).

          Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08(a), this Section 3.20(c) and Section 3.20(m), the Master Servicer
may not agree to waive, modify or amend any term of any Serviced Mortgage Loan
(including allowing the Mortgagor to deviate from the terms of the related loan
documents regarding principal prepayments) or respond to any Mortgagor requests
for mortgagee consent and shall forward such requests to the Special Servicer.
Furthermore, the Master Servicer may not agree to any modification, extension,
waiver or amendment of any term of any Serviced Mortgage Loan that would cause
an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor
Trust Event with respect to the Grantor Trust.

          (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08,
Section 3.20(e) or Section 3.20(m), the Special Servicer, on behalf of the
Trustee or, in the case of a Serviced Non-Trust Mortgage Loan, the related
Serviced Non-Trust Mortgage Loan Noteholder, shall not agree or consent to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage 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 effectuate the waiver of
     any prepayment restriction


                                     -216-

<PAGE>

     thereunder or permit a Principal Prepayment during any period in which the
     related Mortgage Note prohibits Principal Prepayments;

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

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

          (e) Notwithstanding Section 3.20(d), but subject to Section 6.11,
Section 6.12, Section 6.13 and/or Section 6.14, in each case if and as
applicable, and the second and third paragraphs of this Section 3.20(e), the
Special Servicer may--

               (i) reduce the amounts owing under any Specially Serviced
     Mortgage Loan by forgiving principal, accrued interest (including
     Additional Interest) or any Prepayment Premium or Yield Maintenance Charge,

               (ii) reduce the amount of the Monthly Payment on any Specially
     Serviced Mortgage Loan, including by way of a reduction in the related
     Mortgage Rate,

               (iii) forbear in the enforcement of any right granted under any
     Mortgage Note, Mortgage or other loan document relating to a Specially
     Serviced Mortgage Loan,

               (iv) accept a Principal Prepayment on any Specially Serviced
     Mortgage Loan during any Lockout Period, or

               (v) extend the maturity of any Specially Serviced Mortgage Loan;

provided that (A) the related Mortgagor is in monetary default or material
non-monetary default with respect to such Specially Serviced Mortgage Loan or,
in the reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, (B) in the reasonable, good faith judgment of the
Special Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Specially Serviced Mortgage Loan to
Certificateholders (as a collective whole) or, if a Serviced Loan Combination is
involved, would increase the recovery on such Loan Combination to
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (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 Combination, to
Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s)), to be
performed at the related Mortgage Rate(s)), 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 any modification, extension, waiver or
amendment of the payment terms of a Serviced Loan Combination shall be
structured so as to be consistent with the allocation and payment priorities set
forth in the related loan documents and the


                                     -217-

<PAGE>

related Co-Lender Agreement, such that neither the Trust as holder of the Trust
Mortgage Loan that constitutes part of that Serviced Loan Combination nor any of
the related Serviced Non-Trust Mortgage Loan Noteholders shall gain a priority
over any other such holder with respect to any payment, which priority is not,
as of the date of the related Co-Lender Agreement, reflected in such loan
documents and such Co-Lender Agreement; and provided, further, that, with
respect to any Serviced Loan Combination (other than the Garden State Plaza Loan
Group), to the extent consistent with the Servicing Standard (taking into
account the extent to which the Subordinate Non-Trust Mortgage Loan(s) that are
part of such Serviced Loan Combination are junior to the Serviced Senior
Mortgage Loan(s) that are part of the same Serviced Loan Combination), (1) no
waiver, reduction or deferral of any particular amounts due on any Serviced
Senior Mortgage Loan that is part of such Serviced Loan Combination shall be
effected prior to the waiver, reduction or deferral of the entire corresponding
item in respect of each Subordinate Non-Trust Mortgage Loan that is part of such
Serviced Loan Combination, and (2) no reduction of the Mortgage Rate on any
Serviced Senior Mortgage Loan that is part of such Serviced Loan Combination
shall be effected prior to the reduction of the Mortgage Rate on each
Subordinate Non-Trust Mortgage Loan that is part of such Serviced Loan
Combination, to the fullest extent possible; and provided, further, that any of
the actions referred to in subclauses (1) and (2) of the foregoing proviso shall
be effected, as between the Garden State Plaza Mortgage Loans, on a pro rata and
pari passu basis (in accordance with the Garden State Plaza Co-Lender Agreement,
and as between the Two Penn Plaza Pari Passu Mortgage Loans, on a pro rata and
pari passu basis (in accordance with the Two Penn Plaza Co-Lender Agreement).

          Notwithstanding the foregoing, in no event shall the Special Servicer:
(i) extend the maturity date of a Serviced Mortgage Loan beyond the date that is
two years prior to the last Rated Final Distribution Date; (ii) extend the
maturity date of any Serviced Mortgage Loan for more than five years beyond its
Stated Maturity Date; or (iii) if the subject Serviced Mortgage Loan is secured
solely or primarily by a Mortgage on the leasehold interest under a Ground Lease
(but not the related fee interest), extend the maturity date of such Serviced
Mortgage Loan beyond the date which is 20 years (or, to the extent consistent
with the Servicing Standard, giving due consideration to the remaining term of
the Ground Lease, 10 years) prior to the expiration of the term of such Ground
Lease.

          The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(e) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer (and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) and describing in reasonable
detail the basis for the Special Servicer's determination. The Special Servicer
shall attach to such Officer's Certificate any information including but not
limited to income and expense statements, rent rolls, property inspection
reports and appraisals that support such determination.

          (f) Notwithstanding anything to the contrary in this Agreement, none
of the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall give any consent, approval or direction regarding the termination of the
related property manager or the designation of any replacement property manager
or, if such Mortgaged Property is hospitality property, give any consent,
approval or direction regarding the termination of the franchise or the
designation of a new franchise, with respect to any Mortgaged Property that
secures (i) the Garden State Plaza Loan Group, (ii) the Two Penn Plaza Loan
Group or (iii) a Serviced Trust Mortgage Loan that has an unpaid principal
balance that is at least equal to the lesser of $20,000,000 and 2% of the then
aggregate principal balance of the Mortgage Pool, unless: (1) the mortgagee is
not given discretion under the terms of the related Mortgage Loan to


                                     -218-

<PAGE>

withhold its consent; or (2) it has received prior written confirmation from
each Rating Agency and, if applicable, Fitch, that such action will not result
in an Adverse Rating Event with respect to any Class of Certificates or, if
applicable, any class of Serviced Pari Passu Non-Trust Mortgage Loan Securities
rated by such Rating Agency.

          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 Serviced Mortgage Loan, notwithstanding that the terms of
such modification, extension, waiver or amendment so permit. The foregoing shall
in no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.

          (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Serviced Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, and (ii) any related costs
and expenses incurred by it. Any such fee that is to be shared by the Master
Servicer and the Special Servicer may not be waived or reduced by either such
party without the consent of the other party. In no event shall the Special
Servicer or Master Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.

          (i) The Special Servicer and Master Servicer shall each notify the
other, any related Sub-Servicers, the Trustee and, if a Serviced Non-Trust
Mortgage Loan is affected, the related Serviced Non-Trust Mortgage Loan
Noteholder, in writing, of any modification, extension, waiver or amendment of
any term of any Serviced Mortgage Loan (including fees charged the Mortgagor)
agreed to by it and the date thereof, and shall deliver to the Trustee or any
related Custodian for deposit in the related Mortgage File (with a copy to be
delivered to or retained by, as applicable, the Master Servicer) and, if a
Serviced Non-Trust Mortgage Loan is affected, the related Serviced Non-Trust
Mortgage Loan Noteholder)), 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 Mortgage Loan, whether
pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

          (k) If, with respect to any Serviced Mortgage Loan (1) under which the
lender can require defeasance in lieu of prepayment, or (2) that permits
defeasance, the Master Servicer shall receive a notice from the related
Mortgagor that it intends to prepay or defease, as applicable, such


                                     -219-

<PAGE>

Serviced Mortgage Loan in accordance with the terms thereof, then the Master
Servicer shall, subject to the next paragraph and the related loan documents,
(i) only in the case of a Serviced Mortgage Loan under clause (1) above,
promptly respond to such notice in a manner which would require that the
Mortgagor pledge Defeasance Collateral in lieu of such prepayment pursuant to
the terms of the related Mortgage Note, and (ii) notify each Rating Agency, the
Trustee, the Underwriters and the Special Servicer of the intent to defease such
Mortgage Loan, and (iii) upon the written confirmation from each Rating Agency
(and, if applicable, Fitch) that the acceptance of a pledge of the Defeasance
Collateral (or, in the case of a Serviced Mortgage Loan under clause (1) above,
that the acceptance of a pledge of the Defeasance Collateral in lieu of a full
prepayment) will not result in an Adverse Rating Event with respect to any Class
of Certificates (or, if the Garden State Plaza Loan Group or the Two Penn Plaza
Loan Group is involved, any Class of Certificates or any class of related
Serviced Pari Passu Non-Trust Mortgage Loan Securities) rated by such Rating
Agency (and, if applicable, Fitch), take such further action as provided in such
Mortgage Note to effectuate such defeasance, including the purchase and
perfection of the Defeasance Collateral on behalf of the Trustee (as mortgagee
of record on behalf of the Certificateholders and, in the case of a Serviced
Loan Combination, the affected Serviced Non-Trust Mortgage Loan Noteholder(s));
provided that the written confirmation contemplated by clause (iii) above shall
not be required (A) from S&P in the case of a Serviced Trust Mortgage Loan (1)
with an unpaid principal balance less than or equal to $20,000,000, (2) that
constitutes less than 5% of the aggregate unpaid principal balance of the
Mortgage Pool and (3) that does not then constitute one of the ten largest
(measured by unpaid principal balance) Trust Mortgage Loans in the Mortgage
Pool, provided that, in lieu of obtaining such written confirmation from S&P,
the Master Servicer delivers to S&P a certification in the form attached hereto
as Exhibit M (a "Defeasance Certificate"), or (B) from Moody's in the case of
any Serviced Trust Mortgage Loan that does not then constitute one of the ten
largest (measured by unpaid principal balance) Trust Mortgage Loans in the
Mortgage Pool or that does not then constitute one of the ten largest groups
(measured by aggregate unpaid principal balance) of Trust Mortgage Loans with
related Mortgagors, provided that, in lieu of obtaining such written
confirmation from Moody's, the Master Servicer delivers to Moody's a Defeasance
Certificate; and provided, further, that, the written confirmation contemplated
by clause (iii) above shall not be required from S&P and/or Moody's (provided
the Master Servicer delivers a Defeasance Certificate to the applicable Rating
Agency), as applicable, in the event the subject Serviced Trust Mortgage Loan
complies with the then current applicable guidelines set forth by such Rating
Agency, or the unpaid principal balance of the subject Serviced Trust Mortgage
Loan, the percentage the subject Serviced Trust Mortgage Loan constitutes of the
Mortgage Pool or the relative size of the subject Serviced Trust Mortgage Loan
with respect to the Mortgage Pool, as applicable, does not exceed the then
current applicable threshold for review as set forth by such Rating Agency.

          Notwithstanding the foregoing, but subject to the related loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Mortgage Loan if (i) such defeasance would occur
within two years of the Startup Day, (ii) the defeasance collateral shall not be
Government Securities, (iii) all costs to be incurred in connection with such
defeasance (including Rating Agency fees, accountants' fees and costs incurred
in connection with any required opinions of counsel) would not be paid by the
related Mortgagor, or (iv) unless such confirmation is not required pursuant to
the first paragraph of this Section 3.20(k), either Rating Agency (and, if
applicable, Fitch) does not confirm in writing to the Master Servicer that the
acceptance of a pledge of the Defeasance Collateral (in lieu of a full
prepayment, if applicable) will not result in an Adverse Rating Event with
respect to any Class of Certificates (or, if the Garden State Plaza Loan Group
or the Two Penn Plaza Loan Group is involved, any Class of Certificates or any
class of related Serviced Pari Passu Non-Trust


                                     -220-

<PAGE>

Mortgage Loan Securities) rated by such Rating Agency (and, if applicable,
Fitch); provided that the Master Servicer shall not be responsible for the
foregoing with respect to the 666 Fifth Avenue Trust Mortgage Loan.

          All expenses related to the defeasance of a Defeasance Mortgage Loan
that is a Serviced Mortgage Loan shall be charged to the related Mortgagor or
other responsible party.

          (l) If the Master Servicer receives notice from the Mortgagor under
any Early Defeasance Trust Mortgage Loan that such Mortgagor intends to defease
such Early Defeasance Trust Mortgage Loan, in whole or in part, on or before the
second anniversary of the Closing Date, then promptly after receipt of such
notice the Master Servicer shall calculate or cause to be calculated the amount
required to be tendered by such Mortgagor to defease such Early Defeasance Trust
Mortgage Loan. If (i) the defeasance is to be in full and the amount required to
be tendered by the Mortgagor to defease the subject Early Defeasance Trust
Mortgage Loan (in accordance with the related loan documents) is less than an
amount equal to the Purchase Price (calculated as if the subject Trust Mortgage
Loan was to be repurchased pursuant to or as otherwise contemplated by Section
2.03(a) as of the date such defeasance is scheduled to occur), or (ii) the
defeasance is to be in part, or (iii) the defeasance is to be in full and the
related Mortgagor is to tender Defeasance Collateral or such other collateral as
is permitted in connection with a defeasance under the related loan documents
that does not constitute a cash amount equal to or greater than the Purchase
Price set forth in clause (i) above, then the Master Servicer shall promptly
notify the Depositor (if such Early Defeasance Trust Mortgage Loan is a Lehman
Trust Mortgage Loan) or the UBS Mortgage Loan Seller (if such Early Defeasance
Trust Mortgage Loan is a UBS Trust Mortgage Loan), and upon delivery by the
related Mortgagor of the Defeasance Collateral, or cash sufficient to purchase
the Defeasance Collateral, contemplated by the related loan documents and
pursuant to or as contemplated by Section 2.03(i) (if applicable), the Depositor
(if such Early Defeasance Trust Mortgage Loan is a Lehman Trust Mortgage Loan)
or the UBS Mortgage Loan Seller (if such Early Defeasance Trust Mortgage Loan is
a UBS Trust Mortgage Loan) shall be required to repurchase such Early Defeasance
Trust Mortgage Loan on or before the proposed date on which such Early
Defeasance Trust Mortgage Loan will be defeased. The Master Servicer shall use
reasonable efforts to require the Depositor or the UBS Mortgage Loan Seller, as
applicable, to make any such required repurchase described above. If the
defeasance is to be in full and the amount required to be tendered by the
Mortgagor to defease the subject Early Defeasance Trust Mortgage Loan is equal
to or exceeds an amount equal to the Purchase Price (as calculated as of the
date such purchase be made), then the Master Servicer shall, notwithstanding the
related loan documents, (i) treat the amount tendered by such Mortgagor to
defease the subject Early Defeasance Trust Mortgage Loan as a prepayment in full
of such Early Defeasance Trust Mortgage Loan by the related Mortgagor on the
related Due Date coinciding with or next succeeding the defeasance date (and any
Excess Defeasance Deposit Proceeds shall be allocated among and paid to the
Certificateholders in accordance with Section 4.01, with any Excess Defeasance
Deposit Proceeds to constitute, and be treated in the same manner as a payment
of any other type of, Prepayment Consideration), (ii) deposit in the Pool
Custodial Account the amount tendered by such Mortgagor to defease the subject
Early Defeasance Trust Mortgage Loan, (iii) mark the Mortgage Note "cancelled"
and return it to such Mortgagor, and (iv) take such other and further action,
including the release of the Mortgage with respect to the related Mortgaged
Property, consistent with the prepayment in full of such Mortgage Loan. The
Master Servicer shall promptly notify the Depositor and/or the UBS Mortgage Loan
Seller, as applicable, of the foregoing.


                                     -221-

<PAGE>

          (m) With respect to any ARD Mortgage Loan after its Anticipated
Repayment Date, the Master Servicer shall be permitted, subject to obtaining the
Special Servicer's consent, to waive (such waiver to be in writing addressed to
the related Mortgagor, with a copy to the Trustee) all or any portion of the
accrued Additional Interest on such ARD Mortgage Loan if (i) such ARD Mortgage
Loan is a Performing Serviced Mortgage Loan, (ii) prior to the related maturity
date, the related Mortgagor has requested the right to prepay such ARD Mortgage
Loan in full together with all payments required under such ARD Mortgage Loan in
connection with such prepayment (except for all or a portion of such accrued
Additional Interest), and (iii) the Master Servicer has determined, in its
reasonable, good faith judgment, that the waiver of the Trust's right to receive
such accrued Additional Interest is reasonably likely to produce a greater
payment to Certificateholders (as a collective whole) on a present value basis
(the relevant discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Mortgage Rate) than a
refusal to waive the right to such Additional Interest. Neither the Master
Servicer nor the Special Servicer shall have any liability to the Trust, the
Certificateholders or any other Person so long as such determination is
exercised in accordance with the Servicing Standard.

          (n) Notwithstanding anything to the contrary in this Agreement,
neither the Special Servicer nor the Trustee shall: (i) enter into to any
amendment or modification of any Co-Lender Agreement, the effect of which would
materially and adversely affect the interests of the Master Servicer under such
Co-Lender Agreement, without first consulting with the Master Servicer in its
individual capacity with respect thereto; or (ii) agree to any amendment or
modification of any defined term in any Co-Lender Agreement that would
materially increase or change the obligations of the Master Servicer under this
Agreement without the consent of the Master Servicer.

          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 Serviced Mortgage Loan that had otherwise been a Performing
Serviced Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately give notice thereof (or, if
applicable, the Special Servicer shall immediately give notice thereof to the
Master Servicer), and the Master Servicer shall deliver a copy of the related
Servicing File, to the Special Servicer and shall use reasonable efforts to
provide the Special Servicer with all information, documents (or copies thereof)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five (5) Business Days of
the occurrence of each related Servicing Transfer Event (or of notice of the
occurrence of such Servicing Transfer Event, if applicable); provided, however,
that if the information, documents and records requested by the Special Servicer
are not contained in the Servicing File, the Master Servicer shall have such
period of time as reasonably necessary to make such delivery. The Special
Servicer may conclusively rely on the Master Servicer's determination (and the
Master Servicer may conclusively rely on the Special Servicer's determination,
as applicable) that a Servicing Transfer Event has occurred giving rise to a
Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan. The
Special Servicer shall not be liable or in default hereunder for any reasonable
act or failure to act


                                     -222-

<PAGE>

because of or arising out of the Master Servicer's failure to deliver
information, documents or records with respect to any Specially Serviced
Mortgage Loan in accordance with the requirements hereof.

          Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five (5) Business Days of such occurrence return the related Servicing
File, together with any and all new information, documents and records relating
to the subject Mortgage Loan that were not part of the Servicing File when it
was delivered to the Special Servicer, to the Master Servicer (or such other
Person as may be directed by the Master Servicer) and upon giving such notice,
and returning such Servicing File, to the Master Servicer (or such other Person
as may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

          Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Serviced Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master
Servicer and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

          (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

          (c) Upon request (and to the extent not otherwise already provided by
the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described
in clauses (viii) through (xv) of Section 4.02(a) (with respect to information
set forth in such clauses related to prior Distribution Dates and/or periods,
the Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Mortgage Loan during the
related Collection Period, and the amount of Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Administered REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
made by the Special Servicer with respect to


                                     -223-

<PAGE>

each Specially Serviced Mortgage Loan and Administered REO Property during the
related Collection Period, (4) in writing, a brief narrative summary of the
status of each Specially Serviced Mortgage Loan and (5) such additional
information relating to the Specially Serviced Mortgage Loans and 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 Mortgage Loans
and Administered 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) Subject to Section 3.22(b) and Section 3.22(f), the Master
Servicer and the Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of their respective
obligations hereunder, provided that in each case, the Sub-Servicing Agreement:
(i) is consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and, with the exception of Sections 7.01(a)(x), (xi) and (xii), provides for
events of default with respect to the Sub-Servicer substantially the same as
those set forth in Section 7.01 (modified as necessary to apply to the
Sub-Servicer's obligations under the Sub-Servicing Agreement); (ii) provides
that if the Master Servicer or the Special Servicer, as the case may be, shall
for any reason no longer act in such capacity hereunder (including by reason of
an Event of Default), the Trustee or its designee may thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such agreement or may terminate such sub-servicing agreement without cause
and without payment of any penalty or termination fee (provided, however, that
those Sub-Servicing Agreements in effect as of the Closing Date (or, if being
negotiated as of the Closing Date, in effect within 90 days thereafter) may only
be terminated by the Trustee or its designee as contemplated by Section 3.22(d)
hereof and in such additional manner as is provided in such Sub-Servicing
Agreement); (iii) provides that the Trustee, for the benefit of the
Certificateholders and, in the case of a Sub-Servicing Agreement relating to a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), shall each be a third party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust, any successor Master Servicer or the Special Servicer, as the case
may be, any Serviced Non-Trust Mortgage Loan Noteholder or any Certificateholder
shall have any duties under such agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Serviced Trust Mortgage Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased Trust
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; (vi) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund; (vii)
provides that the Sub-Servicer will deliver a backup certification substantially
similar to the Master Servicer Backup Certification, an annual performance
certification in the form of an officer's certificate of the Sub-Servicer and an
annual accountants' report from a firm of independent public accountants that is
a member of the American Institute of Certified Public Accountants with respect
to the Sub-Servicer, in each case at or before the same times, and under the


                                      -224-

<PAGE>

same circumstances, in the same format, and directed to the same parties
(provided that this clause (vii) shall not apply to a Sub-Servicing Agreement
already executed, or (to the extent the provisions in this clause (vii) are not
agreed to by the related Sub-Servicer after reasonable efforts are made by the
Master Servicer to include such provisions) being negotiated, as of the Closing
Date), in addition to the Master Servicer, as the Master Servicer Backup
Certification, Annual Performance Certification and Annual Accountants' Report,
respectively, to be delivered by or with respect to the Master Servicer (except
that each such document delivered by the Sub-Servicer shall only cover the
Mortgage Loans being subserviced thereby); and (viii) includes a representation
by the Sub-Servicer that such Sub-Servicer is not an "affiliate" (as such term
is defined in Section III of PTE 2000-58) of the Trustee or of any "affiliate"
(as such term is defined in Section III of PTE 2000-58) of the Trustee (provided
that this clause (viii) shall not apply to a Sub-Servicer listed on Exhibit K
hereto). 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 Mortgage
Loan serviced thereunder, terminate at the time such Mortgage Loan becomes a
Specially Serviced Mortgage Loan (or, alternatively, be subject to the Special
Servicer's rights to service such Serviced Mortgage Loan for so long as such
Mortgage Loan continues to be a Specially Serviced Mortgage Loan), and each
Sub-Servicing Agreement entered into by the Special Servicer shall relate only
to Specially Serviced Mortgage Loans and shall terminate with respect to any
such Mortgage Loan which ceases to be a Specially Serviced Mortgage Loan. The
Master Servicer and the Special Servicer each shall deliver to the Trustee and
each other copies of all Sub-Servicing Agreements (and, to the related Serviced
Non-Trust Mortgage Loan Noteholder, a copy of any Sub-Servicing Agreement in
respect of a Serviced Non-Trust Mortgage 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) or 4.03(d), as applicable, such interest to be
allocable between the Master Servicer or the Special Servicer, as the case may
be, and such Sub-Servicer as they may agree. For purposes of this Agreement, the
Master Servicer and the Special Servicer each shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other, the Trustee, the
Depositor, the Controlling Class Certificateholders and, if a Serviced Loan
Combination is involved, the related Non-Trust Mortgage Loan Noteholder(s) 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 Serviced 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.


                                     -225-

<PAGE>

          (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee, the Certificateholders and, in the case of a Serviced Loan
Combination, also for the benefit of the related Serviced Non-Trust Mortgage
Loan Noteholder(s), shall (at no expense to the Trustee, any Certificateholder,
any Serviced Non-Trust Mortgage Loan Noteholder or the Trust Fund) monitor the
performance and enforce the obligations of their respective Sub-Servicers under
the related Sub-Servicing Agreements. Such enforcement, including the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer or the Special Servicer, as applicable, in its good faith business
judgment, would require were it the owner of the subject Serviced Mortgage
Loans.

          (d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) that still exists at the time
of such termination: (i) to assume the rights and obligations of the Master
Servicer under such Sub-Servicing Agreement and continue the sub-servicing
arrangements thereunder on the same terms (including the obligation to pay the
same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with
such Sub-Servicer on such terms as the Trustee or other successor Master
Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer), provided that neither the Trustee nor any successor
Master Servicer shall enter into a new Sub-Servicing Agreement with a
Sub-Servicer that was a party to a Sub-Servicing Agreement as of the Closing
Date, if such new Sub-Servicing Agreement amends, alters or fails to restate any
rights of any Underwriter or Mortgage Loan Seller under the existing
Sub-Servicing Agreement with respect to the termination of the Sub-Servicer and
the appointment of a successor thereto or any rights of any Underwriter or
Mortgage Loan Seller as a third party beneficiary under such Sub-Servicing
Agreement, unless the successor Master Servicer has obtained the prior written
consent to the terms of such new Sub-Servicing Agreement from such Underwriter
or Mortgage Loan Seller, as the case may be; or (iii) to terminate the
Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such
Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

          The Sub-Servicers as to which Sub-Servicing Agreements are in effect
or being negotiated as of the Closing Date are listed on Exhibit K hereto.

          (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholder(s) 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 Mortgage Loans and/or Administered REO Properties for which it is
responsible.

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


                                     -226-

<PAGE>

          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 Serviced Non-Trust Mortgage 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: (A) violate the Master
     Servicer's organizational documents; or (B) 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, which default or breach, in the good faith and
     reasonable judgment of the Master Servicer, would reasonably be expected 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.

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

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

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

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


                                     -227-

<PAGE>

               (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 Serviced Non-Trust Mortgage 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: (A) violate the Special
     Servicer's organizational documents; or (B) 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, which default or breach, in the good faith and
     reasonable judgment of the Special Servicer, would reasonably be expected
     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.


                                     -228-

<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.


                                     -229-

<PAGE>

          SECTION 3.25. Certain Matters Regarding the Purchase of the Garden
                        State Plaza Trust Mortgage Loans, the 666 Fifth Avenue
                        Trust Mortgage Loan, the Two Penn Plaza Trust Mortgage
                        Loan and the Tower Square Trust Mortgage Loan.

          (a) If, pursuant to or as contemplated by Section 2.03, Section 3.18
or Section 9.01, the Garden State Plaza Trust Mortgage Loans are purchased or
repurchased from the Trust Fund, the purchaser(s) thereof shall be bound by the
terms of the Garden State Plaza Co-Lender Agreement and shall assume the rights
and obligations of the "Note A1 Lender" and "Note A2 Lender", respectively,
under the Garden State Plaza Co-Lender Agreement. Subject to the terms of the
Garden State Plaza Co-Lender Agreement, all portions of the related Mortgage
File and other documents pertaining to the Garden State Plaza Trust Mortgage
Loans shall be endorsed or assigned, to the extent necessary or appropriate, to
the purchaser(s) of the Garden State Plaza Trust Mortgage Loans in their
capacity as "Note A1 Lender" and "Note A2 Lender", respectively (as a result of
such purchase or repurchase) under the Garden State Plaza Co-Lender Agreement in
the manner contemplated under such agreement, which such purchaser(s) shall be
deemed to acknowledge. Thereafter such Mortgage File shall be held by the "Lead
Lender" under the Garden State Plaza Co-Lender Agreement or a custodian
appointed thereby for the benefit of each of the "Lenders" as defined under, and
as their interests appear under, the Garden State Plaza Co-Lender Agreement. If
the related Servicing File is not already in the possession of such party, it
shall be delivered to the successor master servicer or special servicer, as the
case may be, with respect to the Garden State Plaza Loan Group under, or
otherwise in accordance with, any applicable separate servicing agreement for
the Garden State Plaza Loan Group or as otherwise contemplated by the Garden
State Plaza Co-Lender Agreement.

          (b) If, pursuant to or as contemplated by Section 2.03, Section 3.18
or Section 9.01, the 666 Fifth Avenue Trust Mortgage Loan is purchased or
repurchased from the Trust Fund, the purchaser thereof shall be bound by the
terms of the 666 Fifth Avenue Co-Lender Agreement and shall assume the rights
and obligations of the holder of such Trust Mortgage Loan under the 666 Fifth
Avenue Co-Lender Agreement. All portions of the related Mortgage File and other
documents pertaining to such Trust Mortgage Loan shall be endorsed or assigned,
to the extent necessary or appropriate, to the purchaser of such Trust Mortgage
Loan, and such Mortgage File shall be delivered to such purchaser.

          (c) If, pursuant to or as contemplated by Section 2.03, Section 3.18
or Section 9.01, the Two Penn Plaza Trust Mortgage Loan is purchased or
repurchased from the Trust Fund, the purchaser thereof shall be bound by the
terms of the Two Penn Plaza Co-Lender Agreement and shall assume the rights and
obligations of the "Note A1 Lender" under the Two Penn Plaza Co-Lender
Agreement. All portions of the related Mortgage File and other documents
pertaining to the Two Penn Plaza Trust Mortgage Loan shall be endorsed or
assigned, to the extent necessary or appropriate, to the purchaser of the Two
Penn Plaza Trust Mortgage Loan in its capacity as "Note A1 Lender" (as a result
of such purchase or repurchase) under the Two Penn Plaza Co-Lender 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
A1 Lender" under the Two Penn Plaza Co-Lender Agreement or a custodian appointed
thereby for the benefit of all of the "Lenders" (as defined under, and as their
interests appear under, the Two Penn Plaza Co-Lender Agreement). If the related
Servicing File is not already in the possession of such party, it shall be
delivered to the successor master servicer or special servicer, as the case may
be, with respect to the Two Penn Plaza Loan Group under, or


                                     -230-

<PAGE>

otherwise in accordance with, any applicable separate servicing agreement for
the Two Penn Plaza Loan Group or as otherwise contemplated by the Two Penn Plaza
Co-Lender Agreement.

          (d) If, pursuant to or as contemplated by Section 2.03, Section 3.18
or Section 9.01, the Tower Square Trust Mortgage Loan is purchased or
repurchased from the Trust Fund, the purchaser thereof shall be bound by the
terms of the Tower Square Co-Lender Agreement and shall assume the rights and
obligations of the "Note A Lender" under the Tower Square Co-Lender Agreement.
All portions of the related Mortgage File and other documents pertaining to such
Trust Mortgage Loan shall be endorsed or assigned, to the extent necessary or
appropriate, to the purchaser of such Trust Mortgage Loan in its capacity as
"Note A Lender" (as a result of such purchase or repurchase) under the Tower
Square Co-Lender 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" under the Tower Square Co-Lender
Agreement or a custodian appointed thereby for the benefit of all of the
"Lenders" (as defined under, and as their interests appear under, the Tower
Square Co-Lender Agreement). If the related Servicing File is not already in the
possession of such party, it shall be delivered to the successor master servicer
or special servicer, as the case may be, with respect to the Tower Square Loan
Pair, under, or otherwise in accordance with, any applicable separate servicing
agreement for the Tower Square Loan Pair or as otherwise contemplated by the
Tower Square Co-Lender Agreement.

          SECTION 3.26. Application of Default Charges.

          (a) Any and all Default Charges that are actually Received by the
Trust and deposited in the Pool Custodial Account with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan during any applicable 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 any Fiscal Agent, the Trustee, the Master
     Servicer and the Special Servicer, in that order, any interest due and
     owing to such party on any outstanding Advances made thereby with respect
     to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
     which interest on such outstanding Advance accrued on or prior to the date
     on which the subject Default Charges were received;

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

               third, to reimburse the Trust for any interest on Advances paid
     to any Fiscal Agent, the Trustee, the Master Servicer or the Special
     Servicer since the Closing Date with respect to such Trust Mortgage Loan or
     REO Trust Mortgage Loan, as the case may be, which interest payment was
     made from collections on the Mortgage Pool other than Default Charges on
     such Trust Mortgage Loan or REO Trust Mortgage Loan and was not previously
     reimbursed under this clause third;

               fourth, to reimburse the Trust for any other Additional Trust
     Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees and
     Workout Fees) paid since the Closing Date with respect to such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may


                                     -231-

<PAGE>

     be, which payment was made from collections on the Mortgage Pool other than
     Default Charges on such Trust Mortgage Loan or REO Trust Mortgage Loan and
     was not previously reimbursed under this clause fourth; and

               fifth, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") as additional master servicing
     compensation to the Master Servicer, to the extent received, if they were
     accrued in respect of the 666 Fifth Avenue Trust Mortgage Loan or a
     Performing Serviced Trust Mortgage Loan, or as additional special servicing
     compensation to the Special Servicer, to the extent received, if they were
     accrued in respect of a Specially Serviced Trust Mortgage Loan or an REO
     Trust Mortgage Loan, in each case pursuant to Section 3.11;

provided that any and all Default Charges that are actually collected with
respect to a Serviced Combination Trust Mortgage Loan shall first be applied
pursuant to the applicable section of this Agreement related to permitted
withdrawals from the related Loan Combination Custodial Account (Section 3.05A)
and the applicable provisions of the related Co-Lender Agreement; and provided,
further, that the total interest on Advances payable pursuant to clause first
above shall take into account the application of funds on deposit in the
respective Loan Combination Custodial Accounts to pay interest on Advances.

          (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 Trust Master Servicer Remittance Date next
following the applicable 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 Pool.
Default Charges applied to pay outstanding interest on Advances in respect of
the related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, to
any particular party, pursuant to clause first of subsection (a), shall be
applied to pay such party such interest on Advances in such manner that the
interest that accrued first and has been outstanding the longest shall be paid
first. Default Charges applied to pay outstanding expenses in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, pursuant
to clause second of subsection (a), shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust pursuant to clauses third and fourth of subsection (a) shall
be deemed to offset either interest paid on Advances or other Additional Trust
Fund Expenses, depending on which clause is applicable, in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, in the
chronological order in which such interest accrued or such expenses were
incurred, as applicable (whereupon such interest paid on Advances or such other
Additional Trust Fund Expenses, depending on which clause is applicable, shall
thereafter be deemed to have been paid out of Default Charges in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable).

          (c) Any and all amounts otherwise distributable to a Subordinate
Non-Trust Mortgage Loan Noteholder as Default Charges with respect to a related
Serviced Subordinate Non-Trust Mortgage Loan or any successor REO Mortgage Loan
with respect thereto on any related Loan Combination Master Servicer Remittance
Date, in accordance with the related Co-Lender Agreement, shall be applied for
the following purposes and in the following order, in each case to the extent of
the


                                     -232-

<PAGE>

remaining portion of such amounts and as and to the extent permitted under
the related Co-Lender Agreement, prior to being so distributed to such
Subordinate Non-Trust Mortgage Loan Noteholder:

               first, to pay to any Fiscal Agent, the Trustee, the Master
     Servicer and the Special Servicer any and all interest on any Servicing
     Advances made thereby with respect to the subject Serviced Loan Combination
     or any related REO Property, which interest accrued on or prior to the date
     on which such amounts otherwise so distributable as Default Charges were
     received (such amounts to be applied in accordance with this clause first
     with respect to any such particular party in such manner that the earliest
     accrued interest shall be paid first); and

               second, either: (A) in the case of the Tower Square Loan Pair, to
     pay to any Fiscal Agent, the Trustee, the Master Servicer and the Special
     Servicer any and all interest on any P&I Advances made thereby with respect
     to the related Serviced Combination Trust Mortgage Loan or any successor
     REO Mortgage Loan with respect thereto, which interest accrued on or prior
     to the date on which such amounts otherwise so distributable as Default
     Charges were received (such amounts to be applied in accordance with this
     subclause (A) with respect to any such particular party in such manner that
     the earliest accrued interest shall be paid first); or (B) in the case of
     the Two Penn Plaza Loan Group, to pay any Fiscal Agent, the Trustee, any
     fiscal agent and/or trustee for a Two Penn Plaza Pari Passu Non-Trust
     Mortgage Loan Securitization Trust, the Master Servicer and any master
     servicer or comparable party for a Two Penn Plaza Pari Passu Non-Trust
     Mortgage Loan Securitization Trust any and all interest on any P&I Advances
     or comparable delinquency advances under a Two Penn Plaza Pari Passu
     Non-Trust Mortgage Loan Securitization Agreement made by such party with
     respect to a Two Penn Plaza Pari Passu Mortgage Loan or any successor REO
     Mortgage Loan with respect thereto, which interest accrued on or prior to
     the date on which such amounts otherwise so distributable as Default
     Charges were received (such amounts to be applied in accordance with this
     subclause (B) with respect to any such particular party in such manner that
     the earliest accrued interest shall be paid first).

          Any amounts otherwise distributable to a Subordinate Non-Trust
Mortgage Loan Noteholder as Default Charges with respect to the related Serviced
Subordinate Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto that are applied pursuant to clause first or subclause (A) of
clause second, as applicable, of the preceding paragraph shall be paid to any
Fiscal Agent, the Trustee, the Master Servicer and the Special Servicer, in that
order, in each case up to the total amount of interest on any Advances payable
to such party in accordance with such clause first or subclause (A) of clause
second, as applicable.

          Any amounts otherwise distributable to a Two Penn Plaza Subordinate
Non-Trust Mortgage Loan Noteholder as Default Charges with respect to the
applicable Two Penn Plaza Subordinate Non-Trust Mortgage Loan or any successor
REO Mortgage Loan with respect thereto that are applied pursuant to subclause
(B) of clause second of the second preceding paragraph shall be allocated
between the Two Penn Plaza Trust Mortgage Loan and the Two Penn Plaza Pari Passu
Non-Trust Mortgage Loan (or, if applicable, between any successor REO Mortgage
Loans with respect to the foregoing) on a pro rata basis in accordance with the
respective amounts of interest on P&I Advances and/or comparable delinquency
advances contemplated by such subclause (B) of such clause second with respect
to such Mortgage Loans (or, if applicable, such REO Mortgage Loans). Any amounts
otherwise distributable to a Two Penn Plaza Subordinate Non-Trust Mortgage Loan
Noteholder as


                                     -233-

<PAGE>

Default Charges with respect to the applicable Two Penn Plaza Subordinate
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
that are allocable to pay interest on P&I Advances with respect to the Two Penn
Plaza Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto in accordance with subclause (B) of clause second of the second
preceding paragraph and in accordance with the preceding sentence shall be paid
to any Fiscal Agent, the Trustee and the Master Servicer, in that order, in each
case up to the total amount of interest on P&I Advances payable to such party in
accordance with such subclause (B) of such clause second. Any amounts otherwise
distributable to a Two Penn Plaza Subordinate Non-Trust Mortgage Loan Noteholder
as Default Charges with respect to the applicable Two Penn Plaza Subordinate
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
that are allocable to pay interest on advances comparable to P&I Advances with
respect to the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto in accordance with subclause
(B) of clause second of the second preceding paragraph and in accordance with
the second preceding sentence shall be paid to any fiscal agent, trustee or
master servicer under the related Two Penn Plaza Pari Passu Non-Trust Mortgage
Loan Securitization Agreement, in the order provided for in such Two Penn Plaza
Pari Passu Non-Trust Mortgage Loan Securitization Agreement, in each case up to
the total amount of interest on delinquency advances comparable to P&I Advances
payable to such party in accordance with such subclause (B) of such clause
second.

          (d) Any and all amounts otherwise distributable to the Trust as
Default Charges with respect to a Serviced Combination Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto on any related Loan
Combination Master Servicer Remittance Date, in accordance with the related
Co-Lender Agreement), shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
amounts, prior to being transferred to the Pool Custodial Account and applied in
accordance with Section 3.26(a):

               first, to pay to any Fiscal Agent, the Trustee, the Master
     Servicer and the Special Servicer, in that order, subject to Section
     3.26(f) (if applicable), any and all interest on any Servicing Advances
     made thereby with respect to the subject Serviced Loan Combination and/or
     any related REO Property (or, in the case of the Garden State Plaza Trust
     Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, only the portion of such interest on Servicing Advances allocable
     to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
     be), which interest accrued on or prior to the date on which such amounts
     otherwise so distributable as Default Charges were received and which
     interest is not otherwise payable, pursuant to Section 3.26(c), out of
     amounts otherwise distributable to any related Subordinate Non-Trust
     Mortgage Loan Noteholder as Default Charges with respect to any related
     Subordinate Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
     respect thereto (such amounts to be applied in accordance with this clause
     first with respect to any such particular party in such manner that the
     earliest accrued interest shall be paid first); and

               second, to pay any Fiscal Agent, the Trustee and the Master
     Servicer, in that order, any and all interest on any P&I Advances made by
     such party with respect to the subject Serviced Combination Trust Mortgage
     Loan(s) or any successor REO Trust Mortgage Loan(s) with respect thereto,
     which interest accrued on or prior to the date on which such amounts
     otherwise so distributable as Default Charges were received and which
     interest is not otherwise payable, pursuant to Section 3.26(c), out of
     amounts otherwise distributable to any related Subordinate Non-Trust
     Mortgage Loan Noteholder as Default Charges with respect to any


                                     -234-

<PAGE>

     related Subordinate Non-Trust Mortgage Loan or any successor REO Mortgage
     Loan with respect thereto (such amounts to be applied in accordance with
     this clause second with respect to any such particular party in such manner
     that the earliest accrued interest shall be paid first).

          (e) Any and all amounts otherwise distributable to the Two Penn Plaza
Pari Passu Non-Trust Mortgage Loan Noteholder as Default Charges with respect to
the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or any successor REO
Mortgage Loan with respect thereto on any related Loan Combination Master
Servicer Remittance Date, in accordance with the related Co-Lender Agreement,
shall be applied for the following purposes and in the following order, in each
case to the extent of the remaining portion of such amounts and to the extent
permitted under the related Co-Lender Agreement, prior to being so distributed
to the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Noteholder:

               first, to pay to any Fiscal Agent, the Trustee, the Master
     Servicer and the Special Servicer, in that order, subject to Section
     3.26(f) (if applicable), any and all interest on any Servicing Advances
     made thereby with respect to the Two Penn Plaza Loan Group and/or any
     related REO Property, which interest accrued on or prior to the date on
     which such amounts so distributable as Default Charges were received and
     which interest is not otherwise payable, pursuant to Section 3.26(c), out
     of amounts otherwise distributable to any Two Penn Plaza Subordinate
     Non-Trust Mortgage Loan Noteholder as Default Charges with respect to the
     related Two Penn Plaza Subordinate Non-Trust Mortgage Loan or any successor
     REO Mortgage Loan with respect thereto (such amounts to be applied in
     accordance with this clause first with respect to any such particular party
     in such manner that the earliest accrued interest shall be paid first); and

               second, to pay any fiscal agent, trustee and master servicer for
     any Two Penn Plaza Non-Trust Mortgage Loan Securitization Trust, in the
     order contemplated by the related Two Penn Plaza Pari Passu Non-Trust
     Mortgage Loan Securitization Agreement, any and all interest on delinquency
     advances comparable to P&I Advances made by such party with respect to the
     Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or any successor REO
     Mortgage Loan with respect thereto, which interest accrued on or prior to
     the date on which such amounts so distributable as Default Charges were
     received and which interest is not otherwise payable, pursuant to Section
     3.26(c), out of amounts otherwise distributable to any Two Penn Plaza
     Subordinate Non-Trust Mortgage Loan Noteholder as Default Charges with
     respect to any related Two Penn Plaza Subordinate Non-Trust Mortgage Loan
     or any successor REO Mortgage Loan with respect thereto (such amounts to be
     applied in accordance with this clause second with respect to any such
     particular party in such manner that the earliest accrued interest shall be
     paid first).

          (f) In the case of the Two Penn Plaza Pari Passu Mortgage Loans (or
any successor REO Mortgage Loans with respect thereto), any amounts otherwise
distributable on any subject Loan Combination Master Servicer Remittance Date,
in accordance with the related Co-Lender Agreement, to the related holders
thereof as Default Charges with respect to such Mortgage Loans or any successor
REO Mortgage Loan with respect thereto shall be allocated, on a pro rata and
pari passu basis. If the total amount otherwise distributable on any subject
Loan Combination Master Servicer Remittance Date, in accordance with the related
Co-Lender Agreement as Default Charges with respect to the Two Penn Plaza Pari
Passu Mortgage Loans (or any successor REO Mortgage Loans with respect thereto)


                                     -235-

<PAGE>

exceed the aggregate amount of interest on the Servicing Advances payable
pursuant to clause first of Section 3.26(d) and clause first of Section 3.26(e),
then the respective portions of such total amount allocable to such Mortgage
Loans (or, if applicable, such REO Mortgage Loans) that are to be applied for
such purpose shall be in the same proportions that the respective unpaid
principal balances of such Mortgage Loans (or, if applicable, such REO Mortgage
Loans) bear to one another.


                                     -236-

<PAGE>

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

          SECTION 4.01. Distributions.

          (a) On each Distribution Date prior to the Final Distribution Date,
the Trustee shall, based upon information provided by the Master Servicer and,
if applicable, the Special Servicer, withdraw from the Collection Account and
apply the Available Distribution Amount for such Distribution Date, such
application to be made for the following purposes and in the following order of
priority, in each case to the extent of remaining available funds:

          first, concurrently, (i) from that portion, if any, of the Available
Distribution Amount for such Distribution Date attributable to Loan Group No. 1,
to make distributions of interest to the Holders of the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates, up to an amount equal to, and pro rata as
among such Classes of Certificateholders in accordance with, all Distributable
Certificate Interest in respect of each such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any, (ii) from that portion, if any, of the Available
Distribution Amount for such Distribution Date that is attributable to Loan
Group No. 2, to make distributions of interest to the Holders of the Class A-1b
Certificates, up to an amount equal to all Distributable Certificate Interest in
respect of such Class of Certificates for such Distribution Date and, to the
extent not previously paid, for all prior Distribution Dates, if any, and (iii)
from the entire Available Distribution Amount for such Distribution Date,
distributions of interest to the Holders of the Class X 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; provided, however, that if the
Available Distribution Amount for the subject Distribution Date or the
applicable portion thereof attributable to either Loan Group is insufficient to
pay in full the total amount of Distributable Certificate Interest, as provided
above, payable in respect of any Class of Senior Certificates on such
Distribution Date, then the entire Available Distribution Amount shall be
applied to make distributions of interest to the Holders of the respective
Classes of the Senior Certificates, up to an amount equal to, and pro rata as
among such Classes of Certificateholders in accordance with, all Distributable
Certificate Interest in respect of each such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any;

          second, to make distributions of principal to the Holders of the
respective Classes of the Class A Certificates, in the following amounts and
order of priority:

               (i) to the Holders of the Class A-1b Certificates, up to an
     amount (not to exceed the Class Principal Balance of such Class of
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire portion of the Adjusted Principal Distribution Amount for
     such Distribution Date attributable to Loan Group No. 2;

               (ii) to the Holders of the Class A-1 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 Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of the Class A-1b Certificates pursuant to subclause (i) of
     this clause second);


                                     -237-

<PAGE>

               (iii) to the Holders of the Class A-2 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 Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of any other Class of Class A Certificates pursuant to a prior
     subclause of this clause second);

               (iv) to the Holders of the Class A-3 Certificates, up to an
     amount (not to exceed the Class Principal Balance of such Class of
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of any other Class of Class A Certificates pursuant to a prior
     subclause of this clause second);

               (v) to the Holders of the Class A-4 Certificates, up to an amount
     (not to exceed the Class Principal Balance of such Class of Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Adjusted Principal Distribution Amount for such Distribution Date
     (net of any portion thereof distributed on such Distribution Date to the
     Holders of any other Class of Class A Certificates pursuant to a prior
     subclause of this clause second); and

               (vi) to the Holders of the Class A-1b Certificates, up to an
     amount (not to exceed the Class Principal Balance of such Class of
     Certificates outstanding immediately prior to such Distribution Date, net
     of any distributions of principal made with respect to the Class A-1b
     Certificates on such Distribution Date pursuant to subclause (i) of this
     clause second), up to an amount equal to the entire Adjusted Principal
     Distribution Amount for such Distribution Date (net of any portion thereof
     distributed on such Distribution Date to the Holders of the Class A-1b
     Certificates and/or to the Holders of any other Class of Class A
     Certificates pursuant to a prior subclause of this clause second;

provided, however, that, notwithstanding the immediately preceding clauses (i)
through (vi), on each Distribution Date coinciding with or following the Class A
Principal Distribution Cross-Over Date, but prior to the Final Distribution
Date, the Trustee shall make distributions of principal to the Holders of the
respective Classes of the Class A Certificates, on a pro rata basis, in
accordance with the respective Class Principal Balances of those Classes
outstanding immediately prior to such Distribution Date, until the Class
Principal Balance of each such Class has been reduced to zero, in an aggregate
amount equal to the entire Adjusted Principal Distribution Amount for such
Distribution Date;

          third, to reimburse the Holders of the respective Classes of the Class
A Certificates, up to an amount equal to, and on a pro rata basis as among such
Classes of Certificateholders in accordance with, the Loss Reimbursement Amount
with respect to each such Class of Certificates for such Distribution Date; and

          fourth, to make distributions to the Holders of the respective Classes
of the Subordinate Certificates as provided in Section 4.01(b).

          All distributions of interest, if any, made in respect of the Class X
Certificates on any Distribution Date as provided above in this Section 4.01(a)
shall be made, and deemed to have been made, in respect of the various REMIC III
Components of the Class X Certificates, pro rata in accordance with the
respective amounts of Distributable Component Interest in respect of such REMIC


                                     -238-

<PAGE>

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,
after making the distributions in respect of the Senior Certificates provided
for in Section 4.01(a), the Trustee shall, based on information provided by the
Master Servicer and, if applicable, the Special Servicer, 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 Adjusted
     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 reimburse the Holders of the Class B Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

               (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 Adjusted 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 reimburse the Holders of the Class C Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

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


                                     -239-

<PAGE>

               (viii) after the Class Principal Balance of the Class C
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class D Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Adjusted
     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 reimburse the Holders of the Class D Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

               (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 Adjusted
     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 reimburse the Holders of the Class E Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

               (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 Adjusted
     Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of any
     other Class of Principal Balance Certificates pursuant to Section 4.01(a)
     above or pursuant to any prior clause of this Section 4.01(b));

               (xv) to reimburse the Holders of the Class F Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

               (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


                                     -240-

<PAGE>

     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 Adjusted
     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 reimburse the Holders of the Class G Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;

               (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 Adjusted
     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 reimburse the Holders of the Class H Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

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

               (xxiii) after the Class Principal Balance of the Class H
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class J Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Adjusted
     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 reimburse the Holders of the Class J Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;


                                     -241-

<PAGE>

               (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 Adjusted
     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 reimburse the Holders of the Class K Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;

               (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 Adjusted
     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 reimburse the Holders of the Class L Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

               (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 Adjusted
     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));


                                     -242-

<PAGE>

               (xxxiii) to reimburse the Holders of the Class M Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;

               (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 Adjusted
     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 reimburse the Holders of the Class N Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;

               (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 Adjusted
     Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of any
     other Class of Principal Balance Certificates pursuant to Section 4.01(a)
     above or pursuant to any prior clause of this Section 4.01(b));

               (xxxix) to reimburse the Holders of the Class P Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;

               (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 Adjusted
     Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution


                                     -243-

<PAGE>

     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 reimburse the Holders of the Class Q Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;

               (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 Adjusted
     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 reimburse the Holders of the Class S Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

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

               (xlvii) after the Class Principal Balance of the Class S
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class T Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Adjusted
     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 reimburse the Holders of the Class T Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to such
     Class of Certificates for such Distribution Date;

               (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);


                                     -244-

<PAGE>

               (l) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j);

               (li) to make distributions to the Holders of the Class R-LR
     Certificates, up to an amount equal to the excess, if any, of (A) that
     portion of the Available Distribution Amount for such Distribution Date
     that is allocable to the Early Defeasance Trust Mortgage Loans and/or any
     related REO Properties, over (B) the aggregate distributions (other than
     distributions of Net Prepayment Consideration) deemed made in respect of
     the Loan REMIC Regular Interests on such Distribution Date pursuant to
     Section 4.01(l); and

               (lii) to make distributions to the Holders of the Class R-I
     Certificates, up to an amount equal to the excess, if any, of (A) the
     Subordinate Available Distribution Amount for such Distribution Date, over
     (B) the aggregate distributions made in respect of the Class B, Class C,
     Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
     Class M, Class N, Class P, Class Q, Class S, Class T, Class R-III, Class
     R-II and Class R-LR Certificates on such Distribution Date pursuant to
     clauses (i) through (li) of this Section 4.01(b).

          (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount Received by the Trust with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan during the related Collection Period
that represents Net Prepayment Consideration and shall distribute such Net
Prepayment Consideration: first, to the Holders of the respective Classes of YM
Principal Balance Certificates that are entitled to distributions of principal
on such Distribution Date, pursuant to Section 4.01(a) or Section 4.01(b), that
includes the prepaid Trust Mortgage Loan or REO Trust Mortgage Loan, as
applicable, up to an amount equal to, and pro rata based on, the respective
Prepayment Consideration Entitlements for such Classes of Certificates for such
Distribution Date in connection with such Net Prepayment Consideration; and
second, to the Holders of the Class X Certificates, up to any remaining portion
of such Net Prepayment Consideration.

          For purposes of the foregoing, to the extent that distributions of
principal on any Class of Principal Balance Certificates could be made from
principal amounts allocable to either Loan Group, the Trustee shall assume that
those distributions of principal on that Class of Principal Balance Certificates
are made from principal amounts allocable to each Loan Group, on a pro rata
basis in accordance with the respective principal amounts allocable to each Loan
Group that were available for distributions of principal on that Class. In
connection therewith, (i) distributions of principal made with respect to the
Class A-1b Certificates, pursuant to subclause (i) of clause second of Section
4.01(a), on any Distribution Date prior to both the Class A Principal
Distribution Cross-Over Date and the Final Distribution Date, shall be deemed
made solely from principal amounts allocable to Loan Group No. 2, and (ii) all
other distributions of principal made with respect to any Class of Principal
Balance Certificates, pursuant to Section 4.01(a), 4.01(b) or 9.01, on any
Distribution Date, shall be deemed made from principal amounts allocable to both
Loan Groups (net of any principal amounts allocable to Loan Group No. 2 that may
have been applied on such Distribution Date as contemplated by clause (i) of
this sentence).


                                     -245-

<PAGE>

          Any Net Prepayment Consideration or portion thereof distributed in
respect of the Class X Certificates on any Distribution Date shall be deemed to
have been distributed in respect of the respective REMIC III Components of the
Class X Certificates, on a pro rata basis in accordance with the respective
amounts by which the Component Notional Amounts of such REMIC III Components
were reduced on such Distribution Date by deemed distributions of principal
pursuant to Section 4.01(j).

          (d) On each Distribution Date, the Trustee shall withdraw from the
Collection Account, and distribute to the Holders of the Class V Certificates,
any amounts that represent Additional Interest Received by the Trust during the
related Collection Period with respect to the ARD Trust Mortgage Loans (and any
successor REO Trust Mortgage Loans with respect thereto). On the Final
Distribution Date, the Trustee shall withdraw from the Collection Account, and
distribute to the Holders of the Class R-III Certificates, any Loss of Value
Payments transferred from the Loss of Value Reserve Fund to the Collection
Account on the immediately preceding Trust Master Servicer Remittance Date in
accordance with Section 3.05(e), to the extent not otherwise included in the
Available Distribution Amount for the Final Distribution Date.

          (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 (5) Business Days prior to (or, in
the case of the initial Distribution Date, no later than) the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Principal Balance Certificate, without regard to any possible future
reimbursement of any related Loss Reimbursement Amount) 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 any related Loss
Reimbursement Amount, 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.


                                     -246-

<PAGE>

          (f) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

          (g) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

          (h) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Loss Reimbursement Amount with respect 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


                                     -247-

<PAGE>

any amount held in trust pursuant to this paragraph. If all of the Certificates
as to which notice has been given pursuant to this Section 4.01(h) shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Trustee shall, subject to applicable law, distribute
to the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject thereto.

          (i) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

          (j) All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section
9.01 shall be deemed to have first been distributed on such Distribution Date
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 the Class X Certificates on each Distribution Date pursuant to
Section 4.01(a), Section 4.01(c) or Section 9.01 and allocable to any particular
REMIC III Component of such Class of Certificates, shall be deemed to have first
been distributed on such Distribution Date 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 any portion thereof) or in reimbursement
of any Loss Reimbursement Amount with respect 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 following
paragraph of this Section 4.01(j)) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration or any portion thereof) or in reimbursement
of any Loss Reimbursement Amount with respect to such REMIC II Regular Interest.

          If a Class of Principal Balance Certificates has two or more
Corresponding REMIC II Regular Interests, then:

               (i) deemed distributions of accrued interest made on such
     Corresponding REMIC II Regular Interests on any Distribution Date shall be
     allocated between or among them, as applicable, on a pro rata basis in
     accordance with the respective amounts of Uncertificated Distributable
     Interest in respect of such Corresponding REMIC II Regular Interests for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates, if any;

               (ii) deemed distributions of principal made on such Corresponding
     REMIC II Regular Interests on any Distribution Date shall be allocated to
     them in numeric order (i.e., from lowest number to highest number) of the
     respective ending numbers of the respective alphanumeric designations for
     such Corresponding REMIC II Regular Interests, in each case up to an amount
     equal to the Uncertificated Principal Balance of the subject Corresponding
     REMIC II Regular Interest outstanding immediately prior to such
     Distribution Date (such that no deemed


                                     -248-

<PAGE>

     distributions of principal will be made on any such Corresponding REMIC II
     Regular Interest until the Uncertificated Principal Balance of each other
     such Corresponding REMIC II Regular Interest, if any, with an alphanumeric
     designation that ends in a lower number, has been paid in full);

               (iii) deemed distributions of additional interest (in the form of
     Net Prepayment Consideration or any portion thereof) made on such
     Corresponding REMIC II Regular Interests on any Distribution Date shall be
     allocated between or among them, as applicable, on a pro rata basis in
     accordance with the respective amounts of principal deemed distributed in
     respect of such Corresponding REMIC II Regular Interests on such
     Distribution Date; and

               (iv) deemed distributions made on such Corresponding REMIC II
     Regular Interests on any Distribution Date in reimbursement of the Loss
     Reimbursement Amounts with respect thereto shall be allocated to them in
     reverse order that deemed distributions of principal made on such
     Corresponding REMIC II Regular Interests are allocated to them pursuant to
     subclause (ii) of this paragraph, in each case, up to the amount of the
     Loss Reimbursement Amount with respect to the subject REMIC II Regular
     Interest for such 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 Distribution Date shall be deemed to
have been distributed from REMIC I to REMIC II for the following purposes and in
the following order of priority, in each case to the extent of the remainder of
such funds:

               (i) as deemed distributions of interest with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, all Uncertificated Distributable Interest with respect to
     each REMIC I Regular Interest for such Distribution Date and, to the extent
     not previously deemed distributed, for all prior Distribution Dates, if
     any;

               (ii) as deemed distributions of principal with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, as to each REMIC I Regular Interest, the portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     the related Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto (and, more particularly, in the case of each of REMIC
     I Regular Interest TPP-1 and REMIC I Regular Interest TPP-2, further
     attributable to the applicable Loan Component of the Two Penn Plaza Trust
     Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto); and

               (iii) as deemed distributions of reimbursement with respect to
     all the REMIC I Regular Interests, up to an amount equal to, and pro rata
     in accordance with, any Loss


                                     -249-

<PAGE>

     Reimbursement Amount with respect to each REMIC I Regular Interest for such
     Distribution Date (with compounded interest at the related REMIC I
     Remittance Rate in effect from time to time on the aggregate amount of
     unreimbursed reductions made from time to time in the Uncertificated
     Principal Balance of such REMIC I Regular Interest pursuant to Section
     4.04(c)).

          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 on such Distribution Date from REMIC I to REMIC II in
respect of the REMIC I Regular Interest(s) corresponding to the prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, in respect of
which such Net Prepayment Consideration was received; provided that any Net
Prepayment Consideration with respect to the Two Penn Plaza Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto shall be deemed
allocated between REMIC I Regular Interest TPP-1 and REMIC I Regular Interest
TPP-2 on a pro rata basis in accordance with the respective reductions in the
Uncertificated Principal Balances of such REMIC I Regular Interests on the
subject Distribution Date as a result of deemed distributions of principal.

          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates and the Class R-II Certificates
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section 9.01,
as applicable, as well as the deemed distributions made on each Distribution
Date in respect of the REMIC II Regular Interests pursuant to Section 4.01(j),
shall be deemed to have been so made from the amounts deemed distributed with
respect to the REMIC I Regular Interests on such Distribution Date pursuant to
this Section 4.01(k). Notwithstanding the deemed distributions on the REMIC I
Regular Interests described in this Section 4.01(k), actual distributions of
funds from the Collection Account shall be made only in accordance with Section
4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

          (l) On each Distribution Date, including the Final Distribution Date,
the portion of the Available Distribution Amount for such date allocable to each
Early Defeasance Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto) shall be deemed to have first been distributed from the
related Loan REMIC to REMIC I in respect of the corresponding Loan REMIC Regular
Interest, in each case to the extent of the remaining portions of such funds,
for the following purposes and in the following order of priority:

               (i) as deemed distributions of interest in respect of the related
     Loan REMIC Regular Interest, up to an amount equal to all Uncertificated
     Distributable Interest in respect of such Loan REMIC Regular Interest for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates, if any;

               (ii) as deemed distributions of principal in respect of the
     related Loan REMIC Regular Interest, up to an amount equal to the portion
     of the Principal Distribution Amount for such Distribution Date
     attributable to such Early Defeasance Trust Mortgage Loan (or any successor
     REO Trust Mortgage Loan with respect thereto); and

               (iii) as deemed distributions of reimbursement with respect to
     the related Loan REMIC Regular Interest, up to an amount equal to any Loss
     Reimbursement Amount with respect to the related Loan REMIC Regular
     Interest for such Distribution Date (with compounded interest at the
     related Loan REMIC Remittance Rate in effect from time to time on


                                     -250-

<PAGE>

     the aggregate amount of unreimbursed reductions made from time to time in
     the Uncertificated Principal Balance of the related Loan REMIC Regular
     Interest pursuant to Section 4.04(d)).

          Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date that is allocable to an Early
Defeasance Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) shall, in each case, be deemed to have been distributed on such
Distribution Date from the related Loan REMIC to REMIC I in respect of the Loan
REMIC Regular Interest corresponding to the prepaid Early Defeasance Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto) as
to which such Net Prepayment Consideration was received.

          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates, the Class R-II Certificates and the
Class R-I Certificates pursuant to Section 4.01(a), Section 4.01(b), Section
4.01(c) or Section 9.01, as applicable, shall be deemed to have been so made in
part from the amounts deemed distributed with respect to the Loan REMIC Regular
Interests on such Distribution Date pursuant to this Section 4.01(l).
Notwithstanding the deemed distributions on the Loan REMIC Regular Interests
described in this Section 4.01(l), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

          SECTION 4.02. Statements to Certificateholders; CMSA Loan Periodic
                        Update File.

          (a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Representative, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), together with the CMSA Bond Level File, the CMSA Collateral Summary
File and the Mortgage Pool Data Update Report, based on information provided to
it by the Master Servicer and/or the Special Servicer, setting forth, without
limitation:

               (i) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in reduction of
     the Class Principal Balance thereof;

               (ii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates allocable to
     Distributable Certificate Interest;

               (iii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates allocable to
     Prepayment Consideration;

               (iv) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in
     reimbursement of any related Loss Reimbursement Amount for such
     Distribution Date;


                                     -251-

<PAGE>

               (v) the Available Distribution Amount for such Distribution Date
     and the respective portions of such Available Distribution Amount
     attributable to each of Loan Group No. 1 and Loan Group No. 2;

               (vi) the aggregate amount of P&I Advances made in respect of the
     Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a);

               (vii) (A) the aggregate amount of unreimbursed P&I Advances that
     had been outstanding with respect to the Mortgage Pool at the close of
     business on the related Determination Date and the aggregate amount of any
     interest accrued and payable to the Master Servicer, the Trustee or any
     Fiscal Agent in respect of such unreimbursed P&I Advances in accordance
     with Section 4.03(d) as of the close of business on such related
     Determination Date and (B) the aggregate amount of unreimbursed Servicing
     Advances that had been outstanding with respect to the Mortgage Pool as of
     the close of business on the related Determination Date and the aggregate
     amount of interest accrued and payable to the Master Servicer, the Special
     Servicer, the Trustee or any Fiscal Agent in respect of such unreimbursed
     Servicing Advances in accordance with Section 3.11(g) as of the close of
     business on such related Determination Date;

               (viii) the aggregate unpaid principal balance of the Mortgage
     Pool, Loan Group No. 1 and Loan Group No. 2, respectively, outstanding as
     of the close of business on the related Determination Date (or, in the case
     of the 666 Fifth Avenue Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto, as of the end of the related 666 Fifth
     Avenue Underlying Collection Period) and the aggregate Stated Principal
     Balance of the Mortgage Pool, Loan Group No. 1 and Loan Group No. 2,
     respectively, outstanding immediately before and immediately after such
     Distribution Date;

               (ix) the number, aggregate unpaid principal balance, weighted
     average remaining term to maturity and weighted average Mortgage Rate of
     the Trust Mortgage Loans (other than REO Trust Mortgage Loans) as of the
     close of business on the related Determination Date (or, in the case of the
     666 Fifth Avenue Trust Mortgage Loan, as of the end of the related 666
     Fifth Avenue Underlying Collection Period);

               (x) the number, aggregate unpaid principal balance (as of the
     close of business on the related Determination Date (or, in the case of the
     666 Fifth Avenue Trust Mortgage Loan, as of the end of the related 666
     Fifth Avenue Underlying Collection Period) and aggregate Stated Principal
     Balance (immediately after such Distribution Date) of Trust Mortgage Loans
     (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent
     90 or more days, (D) as to which foreclosure proceedings have been
     commenced, and (E) as to which, to the knowledge of the Master Servicer or
     the Special Servicer, as applicable, bankruptcy proceedings have commenced
     in respect of the related Mortgagor;

               (xi) as to each Trust Mortgage Loan referred to in the preceding
     clause (x) above, (A) the loan number thereof, (B) the Stated Principal
     Balance thereof immediately following such Distribution Date and (C)
     whether the delinquency is in respect of its Balloon Payment;

               (xii) with respect to any Trust Mortgage Loan as to which a
     Liquidation Event occurred during the related Collection Period (or, in the
     case of a Final Recovery


                                     -252-

<PAGE>

     Determination with respect to the 666 Fifth Avenue Trust Mortgage Loan,
     during the related 666 Fifth Avenue Underlying Collection Period) (other
     than a payment in full), (A) the loan number thereof, (B) the nature of the
     Liquidation Event and, in the case of a Final Recovery Determination, a
     brief description of the basis for such Final Recovery Determination, (C)
     the aggregate of all Liquidation Proceeds and other amounts received in
     connection with such Liquidation Event (separately identifying the portion
     thereof allocable to distributions on the Certificates), and (D) the
     aggregate amount of any Realized Loss and Additional Trust Fund Expenses in
     connection with such Liquidation Event;

               (xiii) with respect to any REO Property that was included (or an
     interest in which was included) in the Trust Fund as of the close of
     business on the related Determination Date (or, in the case of any 666
     Fifth Avenue REO Property, as of the end of the related 666 Fifth Avenue
     Underlying Collection Period), the loan number of the related Trust
     Mortgage Loan, the book value of such REO Property and the amount of REO
     Revenues and other amounts, if any, Received by the Trust with respect to
     such REO Property during the related Collection Period (separately
     identifying the portion thereof allocable to distributions on the
     Certificates) and, if available, the Appraised Value of such REO Property
     as expressed in the most recent appraisal thereof and the date of such
     appraisal;

               (xiv) with respect to any Trust Mortgage Loan as to which the
     related Mortgaged Property became an REO Property during the related
     Collection Period (or, in the case of an REO Acquisition with respect to
     the 666 Fifth Avenue Mortgaged Property, during the related 666 Fifth
     Avenue Underlying Collection Period), the loan number of such Trust
     Mortgage Loan and the Stated Principal Balance of such Trust Mortgage Loan
     as of the related Acquisition Date;

               (xv) with respect to any REO Property as to which a Final
     Recovery Determination was made during the related Collection Period (or,
     in the case of a Final Recovery Determination with respect to any 666 Fifth
     Avenue REO Property, during the related 666 Fifth Avenue Underlying
     Collection Period), (A) the loan number of the related Trust Mortgage Loan,
     (B) a brief description of the basis for the Final Recovery Determination,
     (C) the aggregate of all Liquidation Proceeds and other amounts Received by
     the Trust with respect to such REO Property during the related Collection
     Period (separately identifying the portion thereof allocable to
     distributions on the Certificates), (D) the aggregate amount of any
     Realized Loss and Additional Trust Fund Expenses in respect of the related
     REO Trust Mortgage Loan in connection with such Final Recovery
     Determination and (E), if available, the Appraised Value of such REO
     Property as expressed in the most recent appraisal thereof and the date of
     such appraisal;

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

               (xvii) any unpaid Distributable Certificate Interest in respect
     of each Class of Regular Interest Certificates after giving effect to the
     distributions made on such Distribution Date, and if the full amount of the
     Adjusted Principal Distribution Amount was not distributed


                                     -253-

<PAGE>

     on such Distribution Date, the portion of the shortfall affecting each
     Class of Principal Balance Certificates;

               (xviii) the Pass-Through Rate for each Class of Regular Interest
     Certificates for such Distribution Date;

               (xix) the Principal Distribution Amount, the Adjusted Principal
     Distribution Amount and the respective portions of the Adjusted Principal
     Distribution Amount attributable to each of Loan Group No. 1 and Loan Group
     No. 2 for such Distribution Date, separately identifying the respective
     components thereof (and, in the case of any Principal Prepayment or other
     unscheduled collection of principal Received by the Trust during the
     related Collection Period, the loan number for the related Trust Mortgage
     Loan and the amount of such prepayment or other collection of principal);

               (xx) the aggregate of (A) all Realized Losses incurred during the
     related Collection Period and, except as to the 666 Fifth Avenue Trust
     Mortgage Loan, as of the related Determination Date, from the Closing Date
     and (B) all Additional Trust Fund Expenses (with a description thereof)
     incurred during the related Collection Period and, as of the related
     Determination Date, from the Closing Date;

               (xxi) the aggregate of all Realized Losses and Additional Trust
     Fund Expenses that remain unallocated immediately following such
     Distribution Date;

               (xxii) the Class Principal Balance of each Class of Principal
     Balance Certificates and the Class Notional Amount of the Class X
     Certificates, outstanding immediately before and immediately after such
     Distribution Date, separately identifying any reduction therein pursuant to
     Section 4.04 on such Distribution Date;

               (xxiii) the Certificate Factor for each Class of Regular Interest
     Certificates immediately following such Distribution Date;

               (xxiv) the aggregate amount of any interest on Advances in
     respect of the Mortgage Pool paid to the Master Servicer, the Trustee, any
     Fiscal Agent or any other party hereto during the related Collection Period
     in accordance with Section 3.11(g) and/or Section 4.03(d) (and the
     aggregate amount of interest on servicing advances in respect of the 666
     Fifth Avenue Mortgage Loan or any related REO Property paid to the 666
     Fifth Avenue Master Servicer and/or the 666 Fifth Avenue Special Servicer
     during the 666 Fifth Avenue Underlying Collection Period in accordance with
     the 666 Fifth Avenue Servicing Agreement);

               (xxv) (A) the loan number for each Required Appraisal Loan and
     any related Appraisal Reduction Amount (including an itemized calculation
     thereof) as of the related Determination Date (or, in the case of the 666
     Fifth Avenue Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto, if applicable, as of the end of the 666 Fifth Avenue
     Underlying Collection Period) and (B) the aggregate Appraisal Reduction
     Amount for all Required Appraisal Loans as of the related Determination
     Date (or, in the case of the 666 Fifth Avenue Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto, if applicable, as
     of the end of the 666 Fifth Avenue Underlying Collection Period);


                                     -254-

<PAGE>

               (xxvi) on a cumulative basis from the Cut-off Date, the number,
     aggregate Stated Principal Balance immediately after such Distribution Date
     (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
     Balance (in the case of subclauses (C) and (D)), weighted average extension
     period (except in the case of subclause (B) and which shall be zero in the
     case of subclause (C)), and weighted average anticipated extension period
     (in the case of subclause (B)) of Trust Mortgage Loans (A) as to which the
     maturity dates have been extended, (B) as to which the maturity dates are
     in the process of being extended, (C) that have paid off and were never
     extended, (D) as to which the maturity dates had previously been extended
     and have paid off and (E) as to which the maturity dates had been
     previously extended and are in the process of being further extended;

               (xxvii) the original and then current credit support levels for
     each Class of Regular Interest Certificates;

               (xxviii) the original and then current ratings, if any, for each
     Class of Regular Interest Certificates;

               (xxix) the aggregate amount of Prepayment Consideration Received
     by the Trust (A) during the related Collection Period and (B) during the
     period from and including the Closing Date to and including the related
     Determination Date;

               (xxx) (A) the aggregate amount of servicing compensation in
     respect of the Mortgage Pool (separately identifying the amount of each
     category of compensation) paid to the Master Servicer, the Special Servicer
     and, if payable directly out of the Trust Fund without a reduction in the
     servicing compensation otherwise payable to the Master Servicer or the
     Special Servicer, to each Sub-Servicer, during the related Collection
     Period, (B) the aggregate amount of servicing compensation in respect of
     the 666 Fifth Avenue Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto (separately identifying the amount of
     each category of compensation) paid to the 666 Fifth Avenue Master Servicer
     and the 666 Fifth Avenue Special Servicer during the related 666 Fifth
     Avenue Underlying Collection Period, and (C) such other information as the
     Trustee is required by the Code or other applicable law to furnish to
     enable Certificateholders to prepare their tax returns; and

               (xxxi) the amounts, if any, actually distributed with respect to
     each Class of Residual Interest Certificates on such Distribution Date.

          In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (viii) through (xv), (xix),
(xx), (xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying
information is solely within the control of the Special Servicer or the Master
Servicer, the Trustee may, absent manifest error, conclusively rely on the
reports to be provided by the Special Servicer or the Master Servicer.

          The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository. The Trustee shall make available each month,
to Certificateholders, Certificate Owners, the Underwriters, the Rating
Agencies, the Controlling Class Representative, any party hereto, any Person
identified by any Certificateholder or Certificate Owner as a prospective
transferee or any


                                     -255-

<PAGE>

designee of the Depositor, via the Trustee's internet website, on a restricted
basis, with the use of a password provided by the Trustee to such Person upon
request and, in the case of a Certificateholder, a Certificate Owner or a
prospective transferee of a Certificate or any interest therein, upon receipt by
the Trustee from such Person of a certification substantially in the form of
Exhibit L-1 or Exhibit L-2, as applicable, all Certificateholder Reports and any
additional files containing substantially similar information in an alternative
format and, with the consent or at the direction of the Depositor, such other
information regarding the Certificates and/or the Mortgage Pool as the Trustee
may have in its possession. The Trustee will make no representations or
warranties as to the accuracy or completeness of such documents and will assume
no responsibility therefor.

          The Trustee's internet website shall initially be located at
www.ctslink.com/cmbs 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 parties hereto, the Controlling Class
Representative (if any), the Certificateholders and the Rating Agencies. In
connection with providing access to the Trustee's internet website, the Trustee
may require the acceptance of a disclaimer. The Trustee shall not be liable for
the dissemination of information in accordance with this Agreement.

          The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports, on its
internet website. The Master Servicer will make no representations or warranties
as to the accuracy or completeness of any report not prepared by it and will
assume no responsibility for any information for which it is not the original
source.

          The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require
registration, issuance and use of a password and username, execution of an
access agreement and acceptance of a disclaimer. The Master Servicer shall not
be liable for the dissemination of information to Certificateholders and
Certificate Owners in accordance with this Agreement. Access to the Master
Servicer's internet website shall be coordinated with the Trustee and shall be
with the use of a password provided by the Master Servicer, which, in the case
of a Certificateholder or a Certificate Owner, shall only be provided upon
receipt by the Master Servicer from such Person of a certification substantially
in the form of Exhibit L-1. Notwithstanding the foregoing, upon the Depositor's
notifying the Master Servicer that the Non-Registered Certificates have been
sold by the Underwriters to unaffiliated third parties, the Master Servicer may
make the Servicer Reports available on its internet website without a password,
provided that for so long as reports are required to be filed with the
Commission in respect of the Trust pursuant to Section 15(d) of the Exchange
Act, the subject reports shall have been previously filed with the Commission
(which shall be confirmed by the Master Servicer by request made to the
Trustee).

          If the Master Servicer determines, in its reasonable judgment, that
information regarding the Trust Mortgage Loans and REO Properties (in addition
to the information otherwise required to be contained in the CMSA Investor
Reporting Package) should be disclosed to Certificateholders and Certificate
Owners, then: (A) the Master Servicer shall so notify the Trustee, set forth
such information in an additional report, in a format reasonably acceptable to
the Trustee and the Master Servicer (the


                                     -256-

<PAGE>

"Supplemental Report"), and deliver such report to the Trustee upon preparation
thereof or simultaneously with the delivery of its reports described in Section
3.12(c); and (B) the Trustee shall include the Supplemental Report in or as an
attachment to the Distribution Date Statement for the following Distribution
Date and, to the extent required by Section 8.15(a), shall file such
Supplemental Report, together with such Distribution Date Statement, on the
related Current Report on Form 8-K and/or the related Annual Report on Form
10-K, as applicable, in accordance with Section 8.15(a).

          During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of a Certificateholder Report, a CMSA NOI Adjustment
Worksheet or a CMSA Operating Statement Analysis Report shall be deemed to have
agreed to keep confidential the information therein until such statement or
report is filed with the Commission, and each Certificateholder Report, CMSA NOI
Adjustment Worksheet and CMSA Operating Statement Analysis Report shall bear a
legend to the effect that: "Until this statement/report is filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep
the information contained herein confidential and such information will not,
without the prior consent of the Master Servicer or the Trustee, be disclosed by
such recipient or by its officers, directors, partners, employees, agents or
representatives in any manner whatsoever, in whole or in part."

          Absent manifest error of which it has actual knowledge, none of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor, a
Mortgage Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, a Mortgage Loan Seller, a third party or each other.

          Within a reasonable period of time after the end of each calendar
year, upon request, the Trustee shall send to each Person who at any time during
the calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items relating to distributions of interest
(including Prepayment Premiums, Yield Maintenance Charges, Excess Defeasance
Deposit Proceeds and Additional Interest) and principal to such
Certificateholder during such calendar year (or the applicable portion of such
calendar year during which such Person was a Certificateholder) set forth in the
Distribution Date Statements and such other information as may be required to
enable such Certificateholder to prepare its federal income tax returns. Such
information shall include the amount of original issue discount accrued on each
Class of Certificates and information regarding the expenses of the Trust Fund.
Such requirement shall be deemed to be satisfied to the extent such information
is provided pursuant to applicable requirements of the Code from time to time in
force.

          Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) Trepp, LLC (at 477 Madison Avenue, 18th Floor,
New York, New York 10022 or such other address as Trepp, LLC may designate),
(ii) Intex Solutions, Inc. (at 110 A Street, Needham, Massachusetts 02494, or
such other address as Intex Solutions, Inc. may hereafter designate), (iii)
Charter Research Corporation (at Two Oliver Street, 10th Floor, Boston,
Massachusetts 02109-4904, or such other address as Charter Research Corporation
may hereafter designate), and (iv) any other similar third party information
provider designated by the


                                     -257-

<PAGE>

Depositor, a copy of the reports made available to the Holders of the
Certificates on such Distribution Date as described above.

          Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholder or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) electronically to such party (such
electronic distribution and such statements, reports, and/or information thereon
to bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).

          If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

          The Trustee shall only be obligated to deliver the statements, reports
and information contemplated by this Section 4.02(a) to the extent it receives,
in the format required by this Agreement, the necessary underlying information
from the Master Servicer or the Special Servicer, as applicable, and shall not
be liable for any failure to deliver any thereof on the prescribed due dates, to
the extent caused by failure to receive timely such underlying information.
Nothing herein shall obligate the Trustee, the Master Servicer or the Special
Servicer to violate any applicable law prohibiting disclosure of information
with respect to any Mortgagor and the failure of the Trustee, Master Servicer or
the Special Servicer to disseminate information for such reason shall not be a
breach hereof.

          The information to be furnished by the Trustee to the
Certificateholders pursuant to this Section 4.02 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
Trust 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 this Section 4.02, 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
(3) 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


                                     -258-

<PAGE>

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 Trust Mortgage Loans and any REO Trust Mortgage
Loans as of the related Determination Date (or, in the case of the 666 Fifth
Avenue Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, as of the end of the related 666 Fifth Avenue Underlying Collection
Period).

          In the performance of its obligations set forth in Section 4.06 and
its other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer (if other than the Special Servicer or an
Affiliate thereof) shall have no obligation to provide such information until it
has received such information from the Special Servicer, shall not be in default
hereunder due to a delay in providing the CMSA Loan Periodic Update File caused
by the Special Servicer's failure to timely provide any report required under
this Agreement and may, absent actual knowledge of an error therein,
conclusively rely on the reports to be provided by the Special Servicer. The
Master Servicer may conclusively rely on any information provided by the
respective Mortgage Loan Sellers 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 With Respect to the Mortgage Pool.

          (a) On or before 2:00 p.m., New York City time, on each Trust Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c)
below, satisfy its obligations to make any required P&I Advances with respect to
the related Distribution Date in respect of the Mortgage Pool, first, by
transferring to the Trustee for deposit in the Collection Account amounts then
held in the 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 the 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 applicable 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 Trust Master Servicer Remittance Date,
the Master Servicer shall not have made any P&I Advance required to be made on
such date pursuant to this Section 4.03(a) (and shall not have delivered to the
Trustee the requisite Officer's Certificate and any required supporting
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such


                                     -259-

<PAGE>

failure to a Servicing Officer of the Master Servicer by facsimile transmission
sent to telecopy no. (704) 715-0036 (or such alternative number provided by the
Master Servicer to the Trustee in writing) and by telephone at telephone no.
(704) 593-7682 or (704) 593-7867 (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 Trust Master Servicer Remittance
Date. If after such notice by facsimile, the Trustee does not receive the full
amount of such P&I Advances by 10:00 a.m., New York City time, on the related
Distribution Date, then the Trustee (or any 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 Trust Master Servicer Remittance Date. If the
Trustee fails to make any such P&I Advance on the related Distribution Date, but
any Fiscal Agent makes such P&I Advance on such date, then the Trustee shall be
deemed not to be in default hereunder.

          No party hereto shall be required to make a P&I Advance with respect
to any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

          (b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or any Fiscal Agent, as the case may be, pursuant to this
Section 4.03 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 (and, in the case of the 666 Fifth
Avenue Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, net of any related similar fees payable to third parties under and
allocable to the 666 Fifth Avenue Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto pursuant to the 666 Fifth Avenue Servicing
Agreement) due or deemed due, as the case may be, in respect of the Trust
Mortgage Loans (including Balloon Trust Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Trust Mortgage Loans in the Mortgage
Pool on their respective Due Dates during the calendar month in which the
subject Distribution Date occurs, in each case to the extent such amount was not
Received by the Trust (including as net income from any related REO Property) as
of the end of the related Collection Period; provided that--

               (i) if, in the case of the 666 Fifth Avenue Trust Mortgage Loan
     or any successor REO Trust Mortgage Loan with respect thereto, it is
     determined by a 666 Fifth Avenue Servicer and reported to the applicable
     parties hereunder that an Appraisal Reduction Amount exists with respect to
     the 666 Fifth Avenue Loan Pair, and a portion of such Appraisal Reduction
     Amount is allocable to the 666 Fifth Avenue Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto), then the interest
     portion of each P&I Advance, if any, required to be made pursuant to this
     Section 4.03 in respect of the 666 Fifth Avenue Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto, as the case may be,
     during the period that such Appraisal Reduction Amount continues to exist,
     shall be reduced to equal the product of (A) the amount of the interest
     portion of the subject P&I Advance that would otherwise be required to be
     made under this Section 4.03 in respect of the 666 Fifth Avenue Trust
     Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, as the case may be, without regard to this proviso, multiplied by
     (B) a fraction, the numerator of which is equal to the Stated Principal
     Balance of the 666 Fifth Avenue Trust Mortgage Loan or any successor REO
     Trust Mortgage Loan with respect thereto, as the case may be, reduced (to
     not less than zero) by the portion of any Appraisal Reduction Amount in
     respect of the 666 Fifth Avenue Loan Pair allocable to the 666 Fifth Avenue
     Trust Mortgage Loan or any successor REO


                                     -260-

<PAGE>

     Trust Mortgage Loan with respect thereto, as the case may be, and the
     denominator of which is equal to the then Stated Principal Balance of the
     666 Fifth Avenue Trust Mortgage Loan or any successor REO Trust Mortgage
     Loan with respect thereto, as the case may be; and

               (ii) if it is determined that an Appraisal Reduction Amount
     exists with respect to any Serviced Loan Combination and, further, that a
     portion of such Appraisal Reduction Amount is allocable to the Trust
     Mortgage Loan or REO Trust Mortgage Loan, as applicable, that is part of
     such Serviced Loan Combination, then the interest portion of each P&I
     Advance, if any, required to be made pursuant to this Section 4.03 with
     respect to such Trust Mortgage Loan or REO Trust 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 (A) the amount
     of the interest portion of the subject P&I Advance that would otherwise be
     required to be made under this Section 4.03 in respect of such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, without
     regard to this proviso, multiplied by (B) a fraction, the
     numerator of which is equal to the then Stated Principal Balance of such
     Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, reduced
     (to not less than zero) by the portion of such Appraisal Reduction Amount
     with respect to such Serviced Loan Combination that is allocable to such
     Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, and the
     denominator of which is equal to the then Stated Principal Balance of such
     Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be; and

               (iii) if it is determined that an Appraisal Reduction Amount
     exists with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan
     that is not part of a Loan Combination, then the interest portion of each
     P&I Advance, if any, required to be made pursuant to this Section 4.03 with
     respect to such Trust Mortgage Loan or REO Trust 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 (A) the amount of the
     interest portion of the subject P&I Advance that would otherwise be
     required to be made under this Section 4.03 in respect of such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, without
     regard to this proviso, multiplied by (B) a fraction, the numerator of
     which is equal to the then Stated Principal Balance of such Trust Mortgage
     Loan or REO Trust Mortgage Loan, as the case may be, reduced (to not less
     than zero) by such Appraisal Reduction Amount, and the denominator of which
     is equal to the then Stated Principal Balance of such Trust Mortgage Loan
     or REO Trust Mortgage Loan, as the case may be;

and provided, further, that the existence of an Appraisal Reduction Amount with
respect to, or that is allocable to, any Trust Mortgage Loan or REO Trust
Mortgage Loan shall not affect the principal portion of any required P&I Advance
with respect thereto.

          For purposes of determining the amount of P&I Advances to be made with
respect to any Distribution Date, if an Appraisal Reduction Amount exists with
respect to any Serviced Loan Combination, then (i) such Appraisal Reduction
Amount shall be allocated among the Mortgage Loans (or any successor REO
Mortgage Loans with respect thereto) contained in such Serviced Loan Combination
in accordance with the following: (i) if such Serviced Loan Combination includes
any Subordinate Non-Trust Mortgage Loan(s), then such Appraisal Reduction Amount
shall first be allocated to such Subordinate Non-Trust Mortgage Loan(s) (or any
successor REO Mortgage Loan(s) with respect thereto) (and, in the case of the
Two Penn Plaza Subordinate Non-Trust Mortgage Loans,


                                     -261-

<PAGE>

first to the Two Penn Plaza Note B2 Subordinate Non-Trust Mortgage Loan and
second to the Two Penn Plaza Note B1 Subordinate Non-Trust Mortgage Loan), up to
an aggregate amount equal to the then aggregate unpaid principal balance of such
Non-Trust Mortgage Loan(s) (or any successor REO Mortgage Loan(s) with respect
thereto), together with all accrued and unpaid interest thereon (exclusive of
any portion of such interest that constitutes Default Interest) to but not
including the most recent prior Due Date; (ii) if such Serviced Loan Combination
includes one or more Pari Passu Non-Trust Mortgage Loans, then such Appraisal
Reduction Amount (net of any portion thereof allocable in accordance with the
immediately preceding clause (i) to any Subordinate Non-Trust Mortgage Loan(s)
that are part of such Serviced Loan Combination) shall be allocated among the
Trust Mortgage Loan and Pari Passu Non-Trust Mortgage Loan(s) (or any successor
REO Mortgage Loans with respect to the foregoing) included in such Serviced Loan
Combination on a pro rata basis based upon their respective outstanding
principal balances; and (iii) if such Serviced Loan Combination does not include
any Pari Passu Non-Trust Mortgage Loan, then such Appraisal Reduction Amount
(net of any portion thereof allocable in accordance with the immediately
preceding clause (i) to any Subordinate Non-Trust Mortgage Loan(s) that are part
of such Serviced Loan Combination) shall be allocated to the Trust Mortgage Loan
(or any successor REO Trust Mortgage Loan with respect thereto) included in such
Serviced Loan Combination.

          If the Master Servicer, the Trustee or any Fiscal Agent makes a P&I
Advance with respect to the 666 Fifth Avenue Trust Mortgage Loan or any
successor REO Trust Mortgage Loan, then it shall promptly so notify the 666
Fifth Avenue Master Servicer of each such P&I Advance so made thereby and shall
seek reimbursement for such P&I Advance (together with interest thereon) out of
amounts otherwise payable with respect to the 666 Fifth Avenue Loan Pair, to the
maximum extent permitted by, and out of amounts specified for such purpose
under, the 666 Fifth Avenue Co-Lender Agreement.

          (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 Trustee and any Fiscal
Agent shall be entitled to rely, conclusively, on any determination by the
Master Servicer that a P&I Advance, if made pursuant to this Section 4.03, would
be a Nonrecoverable P&I Advance; provided, however, that if the Master Servicer
has failed to make a P&I Advance pursuant to this Section 4.03 for reasons other
than a determination by the Master Servicer that such P&I Advance would be a
Nonrecoverable P&I Advance or for the reasons contemplated by the following
paragraphs of this Section 4.03(c), the Trustee or any Fiscal Agent shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee or such Fiscal Agent, in its good faith, reasonable discretion, makes a
determination prior to the times specified in Section 4.03(a) that such P&I
Advance would be a Nonrecoverable P&I Advance. Upon determining that any P&I
Advance previously made or proposed to be made pursuant to this Section 4.03
with respect to any Specially Serviced Trust Mortgage Loan or REO Trust Mortgage
Loan with respect thereto is or would, if made, constitute a Nonrecoverable P&I
Advance, the Special Servicer shall report its determination to the Master
Servicer, the Trustee and any Fiscal Agent. The Master Servicer, the Trustee and
any Fiscal Agent shall be entitled to conclusively rely on any determination by
the Special Servicer that a P&I Advance made or proposed to be made pursuant to
this Section 4.03 with respect to any Specially Serviced Trust Mortgage Loan or
REO Trust Mortgage Loan would be a Nonrecoverable P&I Advance. Any determination
by the Master Servicer or the Special Servicer that the Master Servicer 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, any Fiscal Agent and the


                                     -262-

<PAGE>

Depositor (and, if such determination is made by the Special Servicer, to the
Master Servicer) on or before the related Trust Master Servicer Remittance Date,
setting forth the basis for such determination, together with any other
information that supports such determination, including an appraisal (which
appraisal shall have been conducted by an Independent Appraiser within the
12-month period preceding such determination in accordance with the standards of
the Appraisal Institute taking into account the factors specified in Section
3.18) or, alternatively, in the case of the 666 Fifth Avenue Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, shall either have
been conducted by an Independent Appraiser as provided above or received from a
666 Fifth Avenue Servicer), 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 or the Special Servicer, as applicable.

          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. In
addition, if in connection with a determination by the Master Servicer as to
whether a P&I Advance made or to be made with respect to the 666 Fifth Avenue
Trust Mortgage Loan constitutes or would, if made, constitute a Nonrecoverable
P&I Advance: (i) the Master Servicer reasonably believes, in accordance with the
Servicing Standard, that a P&I Advance with respect to the 666 Fifth Avenue
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto constitutes or may, if made, constitute a Nonrecoverable P&I Advance,
and (ii) either (A) the Master Servicer has made a request for an appraisal with
respect to the 666 Fifth Avenue Mortgaged Property from a 666 Fifth Avenue
Servicer and has not obtained, (x) within 15 Business Days of such request, a
response from the applicable 666 Fifth Avenue Servicer indicating that an
appraisal with respect to the 666 Fifth Avenue Mortgaged Property would be
performed within 60 days of the date of such response or has been performed
within the prior 12-month period (or such shorter period as the Master Servicer
reasonably believes, in accordance with the Servicing Standard, is necessary)
preceding the date of such request, and (y) within 60 days of the date of such
response, a copy of an appraisal report with respect to the 666 Fifth Avenue
Mortgaged Property, relating to an appraisal that has been performed within the
12-month period (or such shorter period as the Master Servicer reasonably
believes, in accordance with the Servicing Standard, is necessary) preceding the
date of such request by the Master Servicer, that complies with the requirements
for such an appraisal under the terms of the 666 Fifth Avenue Servicing
Agreement or this Agreement, or (B) the Master Servicer has made a request for
an appraisal with respect to the 666 Fifth Avenue Mortgaged Property from a 666
Fifth Avenue Servicer and has been advised by the applicable 666 Fifth Avenue
Servicer that such an appraisal with respect to the 666 Fifth Avenue Mortgaged
Property will not be performed within the time periods specified in clause
(ii)(A) above, then the Master Servicer may have an appraisal performed with
respect to the 666 Fifth Avenue Mortgaged 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 may be
withdrawn from general collections on deposit in the Pool Custodial Account.

          If any of the Pari Passu Non-Trust Mortgage Loans is securitized as
part of a rated commercial mortgage securitization similar to the commercial
mortgage securitization contemplated by this Agreement, and if the Master
Servicer receives written notice that the primary party responsible for making
delinquency advances similar to P&I Advances hereunder with respect to such
other commercial mortgage securitization has determined, in accordance with the
requirements of the related securitization


                                     -263-

<PAGE>

agreement, that any such delinquency advance made or to be made with respect to
such securitized Pari Passu Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan or comparable deemed mortgage loan with respect thereto) would not
ultimately be recoverable out of collections on such Pari Passu Non-Trust
Mortgage Loan (or such REO Mortgage Loan or comparable deemed mortgage loan),
then the Master Servicer shall deliver written notice to such effect to the
Trustee, any Fiscal Agent and the Depositor.

          In addition, if the Master Servicer has actual knowledge that any of
the Pari Passu Non-Trust Mortgage Loans is securitized as part of a rated
commercial mortgage securitization similar to the commercial mortgage
securitization contemplated by this Agreement, and if the Master Servicer
determines that any P&I Advance made or to be made with respect to the related
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto) is or, if made, would be a Nonrecoverable P&I Advance, then the Master
Servicer shall, consistent with the related Co-Lender Agreement (if applicable),
notify its counterpart under each such other commercial mortgage securitization
within one (1) Business Day of such determination. It will, consistent with the
related Co-Lender Agreement (if applicable), also notify its counterpart under
each such other commercial mortgage securitization (within one (1) Business Day
of such determination) if it subsequently determines that P&I Advances made or
to be made with respect to the related Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) are no longer Nonrecoverable P&I
Advances. Following a determination of nonrecoverability by the Master Servicer
in accordance with this paragraph or by another party responsible for making
delinquency advances similar to P&I Advances with respect to a securitized Pari
Passu Non-Trust Mortgage Loan (or any successor REO Mortgage Loan or comparable
deemed mortgage loan with respect thereto) in accordance with the preceding
paragraph, prior to the Master Servicer resuming P&I Advances with respect to
the related Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), the Master Servicer shall consult with its counterparts under
the securitizations of any such Pari Passu Non-Trust Mortgage Loans regarding
whether circumstances with respect to the subject mortgage loans have changed
such that a proposed future P&I Advance would not be a Nonrecoverable P&I
Advance.

          (d) The Master Servicer, the Trustee and any 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 4.03 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, Received by the Trust in
connection with the late payment of such delinquent Monthly Payment; and
provided, further, that, in no event shall interest so accrue on any P&I Advance
as to which the corresponding Late Collection was received by the Master
Servicer or a Sub-Servicer on its behalf as of the related Trust Master Servicer
Remittance Date. Interest so accrued on any P&I Advance made under this Section
4.03 shall be payable: (i) first, in accordance with Sections 3.05(a) and 3.26,
out of any Default Charges on deposit in the Pool Custodial Account that were
collected on or in respect of the particular Trust Mortgage Loan or REO Trust
Mortgage Loan as to which the P&I Advance relates (provided that such Default
Charges will only be applied to pay interest accrued on such P&I Advance through
the date that such Default Charges were received); and (ii) then, if and to the
extent that such Default Charges are insufficient to cover such interest, but
not before the related Advance is being reimbursed or has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Pool on
deposit in


                                     -264-

<PAGE>

the Pool Custodial Account; provided that, in the case of P&I Advances with
respect to the 666 Fifth Avenue Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, the Master Servicer shall, no less often
than monthly, notify the 666 Fifth Avenue Master Servicer of the interest
accruing on such P&I Advances in accordance with this Section 4.03(d) and, to
the maximum extent permitted by the 666 Fifth Avenue Co-Lender Agreement, prior
to paying such interest on such P&I Advances out of general collections in
respect of the Mortgage Pool on deposit in the Pool Custodial Account, shall
seek payment for such interest on such P&I Advances from the 666 Fifth Avenue
Master Servicer out of amounts otherwise payable with respect to the 666 Fifth
Avenue Loan Pair, to the maximum extent permitted by, and out of amounts
specified for such purpose under, the 666 Fifth Avenue Co-Lender Agreement; and
provided, further, that, if such P&I Advance was made with respect to a Serviced
Combination Trust Mortgage Loan or any REO Trust Mortgage Loan with respect
thereto, then such interest on such P&I Advance shall first be payable out of
amounts on deposit in the related Serviced Loan Combination Custodial Account in
accordance with Section 3.05A. The Master Servicer shall, in accordance with
Section 3.05(a) and/or Section 3.05A, reimburse itself, the Trustee or any
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 applicable Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made P&I Advance is a
Nonrecoverable P&I Advance, instead of obtaining reimbursement out of general
collections on the Mortgage Pool immediately, any of the Master Servicer, the
Trustee or any Fiscal Agent, as applicable, may, in its sole discretion, elect
to obtain reimbursement for such Nonrecoverable P&I Advance over a period of
time (not to exceed 12 months or such longer period of time as is approved in
writing by the Controlling Class Representative) and the unreimbursed portion of
such P&I Advance will accrue interest at the Reimbursement Rate in effect from
time to time. At any time after such a determination to obtain reimbursement
over time in accordance with the preceding sentence, the Master Servicer, the
Trustee or any Fiscal Agent, as applicable, may, in its sole discretion, decide
to obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable P&I Advance over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not constitute a
violation of the Servicing Standard by the Master Servicer or a breach of any
fiduciary duty owed to the Certificateholders by the Trustee or any Fiscal
Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

          SECTION 4.04. Allocations 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 or 9.01, as
applicable, 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. Any and all such reductions in


                                     -265-

<PAGE>

the Class Principal Balances of the respective Classes of the Principal Balance
Certificates pursuant to this Section 4.04(a) shall be deemed to constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

          (b) If the Class Principal Balance of any Class of Principal Balance
Certificates is reduced on any Distribution Date pursuant to Section 4.04(a),
then the Uncertificated Principal Balance of such Class' Corresponding REMIC II
Regular Interest (or, if applicable, the aggregate Uncertificated Principal
Balance of such Class' Corresponding REMIC II Regular Interests) shall be deemed
to have first been reduced on such Distribution Date by the exact same amount.
If a Class of Principal Balance Certificates has two or more Corresponding REMIC
II Regular Interests, then the respective Uncertificated Principal Balances of
such Corresponding REMIC II Regular Interests shall be reduced as contemplated
by the preceding sentence in the same sequential order that principal
distributions are deemed made on such Corresponding REMIC II Regular Interests
pursuant to Section 4.01(j), such that no reduction shall be made in the
Uncertificated Principal Balance of any such Corresponding REMIC II Regular
Interest pursuant to this Section 4.04(b) until the Uncertificated Principal
Balance of each other such Corresponding REMIC II Regular Interest, if any, with
an alphanumeric designation that ends in a lower number, has been reduced to
zero. Any and 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 Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced, if and to the
extent necessary, to equal the Stated Principal Balance of the related Trust
Mortgage Loan or REO Trust Mortgage Loan (or, in the case of each of REMIC I
Regular Interest TPP-1 and REMIC I Regular Interest TPP-2, the Stated Principal
Balance of the applicable Loan Component of the Two Penn Plaza Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto), as the case may be,
that will be outstanding immediately following such Distribution Date. Any and
all such reductions in the Uncertificated Principal Balances of the respective
REMIC I Regular Interests shall be deemed to constitute allocations of Realized
Losses and Additional Trust Fund Expenses.

          (d) On each Distribution Date, following the deemed distributions to
be made in respect of the Loan REMIC Regular Interests pursuant to Section
4.01(l), the Uncertificated Principal Balance of each Loan REMIC Regular
Interest (after taking account of such deemed distributions) shall be reduced to
equal the Stated Principal Balance of the related Early Defeasance Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as
the case may be, that will be outstanding immediately following such
Distribution Date. Any such reductions in the Uncertificated Principal Balances
of the respective Loan REMIC Regular Interests shall be deemed to constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

          SECTION 4.05. Various Reinstatement Amounts.

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class


                                     -266-

<PAGE>

Principal Balances of all the Classes of Principal Balance Certificates. If such
an excess does exist, then the Trustee shall allocate the Total Principal
Reinstatement Amount, if any, for the subject Distribution Date as follows until
it is allocated in full: first, to all of the Classes of Class A Certificates,
up to, and on a pro rata basis in accordance with, the respective Loss
Reimbursement Amounts, if any, for such Classes of Class A Certificates with
respect to such Distribution Date (minus any amounts reimbursed in respect of
such respective Loss Reimbursement Amounts on the subject Distribution Date
pursuant to Section 4.01(a)); and then to the remaining Classes of Principal
Balance Certificates, sequentially in alphabetical order based on the respective
Class designations thereof, in each case up to any Loss Reimbursement Amount for
such Class of Principal Balance Certificates with respect to such Distribution
Date (minus any amount reimbursed in respect of such Loss Reimbursement Amount
on the subject Distribution Date pursuant to Section 4.01(b)). Any portion of
the Total Principal Reinstatement Amount for any Distribution Date that is
allocated to a particular Class of Principal Balance Certificates shall be: (i)
referred to herein as the "Class Principal Reinstatement Amount" in respect of
such Class of Principal Balance Certificates for such Distribution Date; and
(ii) added to the Class Principal Balance of such Class of Principal Balance
Certificates on such Distribution Date. Notwithstanding anything to the contrary
contained herein, the parties hereby acknowledge that the reinstatement of all
or any portion of the Class Principal Balance of any Class of Principal Balance
Certificates on any Distribution Date shall be a result of the collection of
Recovered Amounts Received by the Trust during the related Collection Period and
the addition of such Recovered Amounts to the Principal Distribution Amount for
purposes of calculating the Adjusted Principal Distribution Amount for such
Distribution Date.

          (b) In connection with the reinstatement of all or any portion of the
Class Principal Balance of any one or more Classes of Principal Balance
Certificates on any Distribution Date, pursuant to Section 4.05(a), the Trustee
shall calculate the amount of lost Distributable Certificate Interest that would
have accrued on the respective Classes of Regular Interest Certificates through
and including the end of the Interest Accrual Period for such Distribution Date
if no reduction to the Class Principal Balance of any Class of Principal Balance
Certificates, pursuant to Section 4.04(a), had resulted on a prior Distribution
Date from the reimbursement out of general collections of principal on the
Mortgage Pool of the particular Advances (with interest thereon) that relate to
the Recovered Amounts associated with such reinstatement of outstanding
principal on the subject Distribution Date. Once determined, such lost
Distributable Certificate Interest in respect of any particular Class of Regular
Interest Certificates shall be reinstated and become due and payable on future
Distribution Dates as part of the unpaid Distributable Certificate Interest for
such Class of Regular Interest Certificates from prior Distribution Dates. All
such reinstated Distributable Certificate Interest in respect of any particular
Class of Regular Interest Certificates shall be treated the same as any other
unpaid Distributable Certificate Interest in respect of such Class of Regular
Interest Certificates.

          (c) If the Class Principal Balance of any Class of Principal Balance
Certificates is increased on any Distribution Date pursuant to Section 4.05(a),
then the Uncertificated Principal Balance of such Class' Corresponding REMIC II
Regular Interest (or, if applicable, the aggregate Uncertificated Principal
Balance of such Class' Corresponding REMIC II Regular Interests) shall be deemed
to have first been increased on such Distribution Date by the exact same amount.
In circumstances where there are multiple Corresponding REMIC II Regular
Interests with respect to a Class of Principal Balance Certificates, the
increases in the respective Uncertificated Principal Balances of such
Corresponding REMIC II Regular Interests as contemplated by the prior sentence
shall be made in the reverse order that reductions are made to such
Uncertificated Principal Balances pursuant to Section 4.04(b), in each case up
to the amount of the Loss Reimbursement Amount with respect to the


                                     -267-

<PAGE>

subject REMIC II Regular Interest for such Distribution Date (minus any amount
reimbursed in respect of such Loss Reimbursement Amount on the subject
Distribution Date pursuant to Section 4.01(j)).

          (d) If any lost Distributable Certificate Interest is reinstated with
respect to any Class of Regular Interest Certificates on any Distribution Date
pursuant to Section 4.05(b), then a corresponding amount of Uncertificated
Distributable Interest shall be reinstated with respect to such Class'
Corresponding REMIC II Regular Interest(s) (or, in the case of the Class X
Certificates, insofar as such lost Distributable Certificate Interest
corresponds to a particular REMIC III Component of such Class, a corresponding
amount of Uncertificated Distributable Interest shall be reinstated with respect
to such REMIC III Component's Corresponding REMIC II Regular Interest). In
circumstances where there are multiple Corresponding REMIC II Regular Interests
with respect to a Class of Principal Balance Certificates, the reinstatement of
such lost Uncertificated Distributable Interest with respect to such
Corresponding REMIC II Regular Interests as contemplated by the prior sentence
shall be effected taking into account the respective portions of such lost
Uncertificated Distributable Interest attributable to such Corresponding REMIC
II Regular Interests. Once reinstated, such lost Uncertificated Distributable
Interest in respect of any particular REMIC II Regular Interest shall become due
and payable on future Distribution Dates as part of the unpaid Uncertificated
Distributable Interest for such REMIC II Regular Interest from prior
Distribution Dates. All such reinstated Uncertificated Distributable Interest in
respect of any particular REMIC II Regular Interest shall be treated the same as
any other unpaid Uncertificated Distributable Interest in respect of such REMIC
II Regular Interest.

          SECTION 4.06. 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, the
allocations of Realized Losses and Additional Trust Fund Expenses to be made
pursuant to Section 4.04 and the reinstatements of principal balance and
interest to be made pursuant to Section 4.05. The Trustee shall calculate the
Available Distribution Amount, the respective portions of the Available
Distribution Amount attributable to each Loan Group and the Subordinate
Available Distribution Amount for each Distribution Date and shall allocate such
respective amounts among Certificateholders in accordance with this Agreement,
and the Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

          SECTION 4.07. 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.


                                     -268-

<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates.

          (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5 and A-6; 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
Regular Interest Certificates shall initially be held and transferred through
the book-entry facilities of the Depository. The Regular Interest Certificates
will be issuable only in denominations corresponding to initial Certificate
Principal Balances or initial Certificate Notional Amounts, as the case may be,
as of the Closing Date of $10,000 in the case of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-1b, Class B, Class C, Class D, Class E and Class F
Certificates, $250,000 in the case of the Class X Certificates, and $250,000 in
the case of the remaining Regular Interest Certificates, and in each such case
in integral multiples of $1 in excess thereof. The Class R-I, Class R-II, Class
R-III, Class R-LR and Class V Certificates will be issuable in denominations
representing Percentage Interests in the related Class of not less than 10%.

          (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

          SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services - LB-UBS Commercial Mortgage Trust 2004-C4. The Certificate Registrar


                                      -269-

<PAGE>

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, any 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 such Certificate Owner's
prospective Transferee substantially in the form attached hereto as Exhibit F-


                                     -270-

<PAGE>

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 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 hereto are, with respect to the subject
Transfer, true and correct. Further, as long as the Class T Certificates are
Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of
a Class T Certificate or any interest therein may not sell or otherwise transfer
that Certificate or any interest therein unless it has provided the Depositor
with prior written notice of such transfer (together with a copy of the
certificate required pursuant to clause (i) above, executed by the proposed
transferee).

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee, as transfer agent
for the Depository, to approve the debit of the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
and approve the credit of the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates 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 subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Regulation S Global Certificate for such Class of
Certificates, by the denomination of the beneficial interest in such Class of
Certificates 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


                                     -271-

<PAGE>

144A Global Certificate, and shall cause a Definitive Certificate of the same
Class as such Rule 144A Global Certificate, and in a denomination equal to the
reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.

          Except as provided in the next paragraph, no beneficial interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Regulation S 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 Regulation S Release Date,
beneficial interests in the Regulation S Global Certificate for each Class of
Book-Entry Non-Registered Certificates may be held only through Euroclear or
Clearstream. The Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates shall be deposited with the Trustee as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository.

          Notwithstanding the preceding paragraph, after the Regulation S
Release Date, any interest in the Regulation S Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates 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 subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Rule 144A Global Certificate for such Class of Certificates,
by the denomination of the beneficial interest in such Class of Certificates
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, any
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.


                                     -272-

<PAGE>

          (c) No Transfer of a Certificate or any interest therein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any Transfer of a Non-Registered Certificate or
any interest therein by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates, any Transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03, the Certificate Registrar shall refuse to register the Transfer of a
Definitive Non-Registered Certificate unless it has received from the
prospective Transferee, and any Certificate Owner transferring an interest in a
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be required to obtain from its prospective Transferee, 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 such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) alternatively, except in the case of a Residual Interest Certificate or a
Class V Certificate, a certification to the effect that the purchase and holding
of such Certificate or interest therein by such prospective Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case
of a Non-Registered Certificate that is an Investment Grade Certificate (other
than, if applicable, a Residual Interest Certificate or a Class V Certificate)
that is being acquired by or on behalf of a Plan in reliance on the Prohibited
Transaction Exemption, a certification to the effect that such Plan (X) is an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for
servicing the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO
Property, any Exemption-Favored Party or any Mortgagor with respect to Trust
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Trust 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


                                     -273-

<PAGE>

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

          (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


                                     -274-

<PAGE>

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

               (E)  Each Person holding or acquiring an Ownership Interest in a
                    Residual Interest Certificate, by purchasing such Ownership
                    Interest, agrees to give the Tax Administrator and the
                    Trustee written notice that it is a "pass-through interest
                    holder" within the meaning of temporary Treasury regulations
                    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


                                     -275-

<PAGE>

     result of any regulated investment company, real estate investment trust,
     common trust fund, partnership, trust, estate or organization described in
     Section 1381 of the Code that holds an Ownership Interest in a Residual
     Interest Certificate having as among its record holders at any time any
     Person which is a Disqualified Organization, and each of the other parties
     hereto shall furnish to the Tax Administrator all information in its
     possession necessary for the Tax Administrator to discharge such
     obligation. The Person holding such Ownership Interest shall be responsible
     for the reasonable compensation of the Tax Administrator for providing
     information thereto pursuant to this subsection (d)(iii) and Section
     10.01(h)(i).

               (iv) The provisions of this Section 5.02(d) set forth prior to
     this clause (iv) may be modified, added to or eliminated, provided that
     there shall have been delivered to the Trustee and the Tax Administrator
     the following:

               (A)  written confirmation from each Rating Agency to the effect
                    that the modification of, addition to or elimination of such
                    provisions will not cause an Adverse Rating Event with
                    respect to any Class of Certificates; 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


                                     -276-

<PAGE>

Registrar maintained for such purpose. Whenever any Certificates are so
surrendered for exchange, the Certificate Registrar shall execute and the
Authenticating Agent shall authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.

          (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

          (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

          (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

          SECTION 5.03. Book-Entry Certificates.

          (a) Each Class of Regular Interest Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.03(c) and in the fifth
paragraph of Section 5.02(b), a Transfer of such Certificates may not be
registered by the Certificate Registrar unless such Transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
Transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.03(c) and in the fifth paragraph of Section 5.02(b), shall not be
entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Class X, Class A-1b,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q,
Class S and Class T 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,
Class A-1b, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
P, Class Q, Class S and Class T 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. Each Certificate Owner is deemed, by virtue of its
acquisition of an Ownership Interest in the applicable Class of Book-Entry
Certificates, to agree to comply with the transfer requirements provided for in
Section 5.02.

          (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


                                     -277-

<PAGE>

Certificates, deal with the Depository as the authorized representative of the
Certificate Owners with respect to such Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.

          (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor notifies the Depository of its intent to
terminate the book-entry system through the Depository with respect to a Class
of Book-Entry Certificates and (in the event applicable law and/or the
Depository's procedures require that the Depository Participants holding
Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal
request to the Depository in order to so terminate the book-entry system) the
Depositor additionally notifies those Depository Participants and those
Depository Participants submit a withdrawal request with respect to such
termination, then 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


                                     -278-

<PAGE>

actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of the same Class and like Percentage Interest. Upon the
issuance of any new Certificate under this section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

          SECTION 5.05. Persons Deemed Owners.

          Prior to due presentment for registration of transfer, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever and none of the 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.


                                     -279-

<PAGE>

                                   ARTICLE VI

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

          SECTION 6.01. Liability of Depositor, Master Servicer and Special
                        Servicer.

          The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

          SECTION 6.02. Continued Qualification and Compliance of Master
                        Servicer; Merger, Consolidation or Conversion of
                        Depositor, Master Servicer or Special Servicer.

          Subject to the following paragraph, the Depositor, the Master Servicer
and the Special Servicer shall each keep in full effect its existence, rights
and franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

          Each of the Depositor, the Master Servicer and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed (at the expense of such successor or surviving
Person) in writing by each of the Rating Agencies (and, if applicable, Fitch),
such succession will not result in an Adverse Rating Event with respect to any
Class of Certificates or any class of Serviced Pari Passu Non-Trust Mortgage
Loan Securities rated by such Rating Agency (and, if applicable, by Fitch), 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. The successor or
surviving Person shall be responsible for the cost of obtaining the rating
confirmations contemplated by clause (i) of the proviso to the preceding
sentence.


                                     -280-

<PAGE>

          SECTION 6.03. Limitation on Liability of Depositor, Master Servicer
                        and Special Servicer.

          None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders for any
action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the Trust Fund, the Trustee, the Certificateholders or the Serviced Non-Trust
Mortgage Loan Noteholders for the breach of a representation or warranty made
herein by such party, or against any expense or liability specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of its
obligations or duties hereunder or negligent disregard of such obligations or
duties. The Depositor, the Master Servicer, the Special Servicer and any
director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, manager, member, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer shall be
indemnified and held harmless by the Trust Fund out of the Pool 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; provided
that, if a Serviced Loan Combination is involved, such indemnity shall be
payable out of the related Loan Combination Custodial Account pursuant to
Section 3.05A and, if and to the extent not solely attributable to one or more
Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with
respect thereto) included in such Serviced Loan Combination, shall also be
payable out of the Pool Custodial Account if amounts on deposit in the related
Loan Combination Custodial Account(s) are insufficient therefor; and provided,
further, that in making a determination as to whether any such indemnity is
solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any
successor REO Mortgage Loan(s) with respect thereto), the fact that any related
legal action was instituted by such Serviced Non-Trust Mortgage Loan Noteholder
shall not create a presumption that such indemnity is solely attributable
thereto. 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 Combination is
affected, the rights of


                                     -281-

<PAGE>

the Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (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(a); provided, however, that
if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust
Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall
be payable out of the related Loan Combination Custodial Account pursuant to
Section 3.05A and, if and to the extent attributable to one or more Trust
Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the
Pool Custodial Account if amounts on deposit in the related Loan Combination
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 any Serviced Non-Trust Mortgage Loan
Noteholder (unless they are the same Person or Affiliates).

          SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

          (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the 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 Rating Agency
(and, if applicable, Fitch) confirms in writing (at the expense of the resigning
party) that the resignation and the successor's appointment will not result in
an Adverse Rating Event with respect to any Class of Certificates or any class
of Serviced Pari Passu Non-Trust Mortgage Loan Securities rated by such Rating
Agency (and, if applicable, by Fitch), (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, 4.07 and 7.01(d), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties,


                                     -282-

<PAGE>

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 Serviced Non-Trust
                        Mortgage 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 Serviced Non-Trust Mortgage
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
Serviced Non-Trust Mortgage Loan Noteholder with its most recent publicly
available financial statements (or, if not available, the most recent publicly
available audited annual financial statements of its corporate parent, on a
consolidated basis) and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

          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.


                                     -283-

<PAGE>

          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 Majority Controlling Class Certificateholder(s) 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 a
termination pursuant to Section 7.01) as Special Servicer; provided that the
Majority Controlling Class Certificateholder(s) may not (without cause) replace
any existing Special Servicer hereunder with respect to the Garden State Plaza
Loan Group; and provided, further, that, if as a result of the preceding proviso
the replacement of any Special Servicer pursuant to this Section 6.09(a) results
in there being multiple parties acting as Special Servicer hereunder, then the
provisions of the penultimate paragraph of Section 7.01(d) shall be deemed to
apply and the party acting as Special Servicer with respect to the Garden State
Plaza Loan Group shall be deemed to constitute a Loan Combination-Specific
Special Servicer for purposes thereof. 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 Serviced Non-Trust Mortgage 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
each Rating Agency (and, if applicable, Fitch) (obtained at the expense of the
outgoing Special Servicer, in connection with a resignation or a termination for
cause, including pursuant to Section 7.01, and otherwise at the expense of the
Controlling Class Certificateholders contemplated by the next paragraph) that
the appointment of such Person will not result in an Adverse Rating Event with
respect to any Class of Certificates or any class of Serviced Pari Passu
Non-Trust Mortgage Loan Securities rated by such Rating Agency (and, if
applicable, Fitch); (2) an Acknowledgment of Proposed Special Servicer in the
form attached hereto as Exhibit I-2, executed by the designated Person; and (3)
an Opinion of Counsel (at the expense of the Person designated to become the
Special Servicer) to the effect that, upon the execution and delivery of the
Acknowledgment of Proposed Special Servicer, the designated Person shall be
bound by the terms of this Agreement and, subject to customary limitations, that
this Agreement shall be enforceable against the designated Person in accordance
with its terms. Any existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the outgoing 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 outgoing Special
Servicer was terminated without cause, it shall be entitled to a portion of
certain Workout Fees


                                     -284-

<PAGE>

thereafter payable with respect to the Corrected Mortgage Loans or otherwise
(but only if and to the extent permitted by Section 3.11(c)) and (iii) the
outgoing Special Servicer shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such resignation. The outgoing Special Servicer
shall cooperate with the Trustee and the replacement Special Servicer in
effecting the termination of the outgoing Special Servicer's responsibilities
and rights hereunder, including the transfer within two (2) 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 Mortgage Loans and Administered REO
Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Serviced Non-Trust Mortgage 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 (without cause) of a Special Servicer pursuant to this Section 6.09 and
its replacement by a Person designated by the Majority Controlling Class
Certificateholder(s), that are not paid by the replacement Special Servicer
shall be paid by such Holder or Holders. The rights of the Majority Controlling
Class Certificateholders to replace the Special Servicer under this Section
6.09(a) shall be subject to the provisions of the respective Co-Lender Agreement
for each Serviced Loan Combination if and to the extent that such Co-Lender
Agreement entitles one or more of the related Non-Trust Mortgage Loan
Noteholders to be consulted in connection with such replacement; and it shall be
an additional condition to any such replacement that the Majority Controlling
Class Certificateholder(s) shall have fulfilled or cause to have been fulfilled
any conditions precedent to such replacement that are set forth in such
Co-Lender Agreements.

          (b) The Majority Controlling Class Certificateholder(s) may also
select a representative (the "Controlling Class Representative") from whom the
Special Servicer will seek advice and approval and take direction under certain
circumstances, as described herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection. Notwithstanding the
foregoing, until a Controlling Class Representative is so selected in accordance
with the preceding sentence, or after receipt of a notice from the Majority
Controlling Class Certificateholder(s) that a Controlling Class Representative
is no longer designated, the Certificateholder, if any, that beneficially owns
more than 50% of the aggregate principal balance of the Controlling Class
Certificates will be deemed to be the Controlling Class Representative. The
Controlling Class Representative shall be required to keep all non-public
information received by it in such capacity pursuant to this Agreement
confidential and, upon its designation as such, the Controlling Class
Representative (except with respect to the initial Controlling Class
Representative as provided in the following sentence) shall deliver to the
Trustee, the Master Servicer and the Special Servicer a written confirmation to
such effect, in the form of Exhibit O attached hereto. Upon its acquisition of
all the Class T Certificates, Delaware Securities Holdings, Inc. (an Affiliate
of Lennar Partners, Inc.) shall be the initial Controlling Class Representative,
and by its acceptance of such designation, shall be deemed to have agreed to
keep all non-public information received by it in such capacity from time to
time pursuant to this Agreement confidential, subject to applicable law.

          (c) Notwithstanding the foregoing, if the Certificates of the
Controlling Class consist of Book-Entry Certificates, then the rights of the
Holders of the Certificates of the Controlling Class set forth above in this
Section 6.09 may be exercised directly by the relevant Certificate Owner(s),
provided


                                     -285-

<PAGE>

that the identity of such Certificate Owner(s) has been confirmed to the Trustee
to its reasonable satisfaction. If the Certificates of the Controlling Class
consist of Book-Entry Certificates, then any costs or expenses incurred in
connection with determining the identity of the Controlling Class Representative
shall be paid by the Trust or, if paid by the Trustee, reimbursed to the Trustee
out of the Trust Fund (in any event, out of amounts otherwise payable with
respect to the Controlling Class of Certificates).

          SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                        Certificate.

          The Master Servicer, the Special Servicer or any Affiliate of either
of them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the related Serviced Non-Trust Mortgage Loan
Noteholder(s), if a Serviced Loan Combination 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 Master Servicer (in the event the Master Servicer
is authorized under this Agreement to take the subject action) or the Special
Servicer (in the event the Special Servicer is authorized under this Agreement
to take the subject action) with respect to any and all Specially Designated
Servicing Actions


                                     -286-

<PAGE>

of such servicer with respect to the Serviced Mortgage Loans and any
Administered REO Properties; and, further subject to Section 6.11(b), neither
the Special Servicer nor the Master Servicer, as applicable, will be permitted
to take any Specially Designated Servicing Action with respect to any Serviced
Mortgage Loan or Administered REO Property unless and until it has notified the
Controlling Class Representative in writing and the Controlling Class
Representative has not objected in writing within ten (10) Business Days of
having been notified thereof and having been provided with all information that
the Controlling Class Representative has reasonably requested with respect
thereto promptly following its receipt of the subject notice (it being
understood and agreed that if such written objection has not been received by
the Special Servicer or the Master Servicer, as applicable, within such ten (10)
Business Day period, then the Controlling Class Representative will be deemed to
have approved the taking of the subject action); provided that, in the event
that the Special Servicer or the Master Servicer, as applicable, determines that
failure to take such action would violate the Servicing Standard, then the
Special Servicer and the Master Servicer, as applicable, may take any such
action without waiting for the Controlling Class Representative's response; and
provided, further, that the foregoing rights of the Controlling Class
Representative shall not relate to any Serviced Mortgage Loan that is part of,
or any Administered REO Property that relates to, a Serviced Loan Combination,
regarding which the rights and powers of the specified Persons set forth under
Section 6.12, Section 6.13 and/or Section 6.14, as the case may be, are instead
applicable.

          In addition, subject to Section 6.11(b), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, any actions with respect to the servicing and/or administration of a
Specially Serviced Mortgage Loan or an Administered REO Property as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made herein; provided that the foregoing rights of the Controlling
Class Representative shall not relate to any Specially Serviced Mortgage Loan
that is part of, or any Administered REO Property that relates to, a Serviced
Loan Combination. Upon reasonable request, the Special Servicer shall provide
the Controlling Class Representative with any information in such servicer's
possession with respect to such matters, including its reasons for determining
to take a proposed action; provided that such information shall also be
provided, in a written format, to the Trustee, who shall make it available for
review pursuant to Section 8.14(b).

          Each of the Master Servicer (with respect to Performing Serviced
Mortgage Loans) and the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall notify the Controlling Class
Representative of any release or substitution of collateral for a Serviced
Mortgage Loan that is not part of a Loan Combination even if such release or
substitution is required by the terms of such Serviced Mortgage Loan.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Controlling Class Representative with
respect to any Serviced Mortgage Loan or Administered REO Property, as
contemplated by Section 6.11(a), may (and the Special Servicer and the Master
Servicer shall each ignore and act without regard to any such advice, direction
or objection that such servicer has determined, in its reasonable, good faith
judgment, would) require or cause such servicer to violate any provision of this
Agreement (exclusive of Section 6.11(a)) (including such servicer's obligation
to act in accordance with the Servicing Standard), the related loan documents
(including any applicable co-lender and/or intercreditor agreements) or
applicable law (including the REMIC Provisions). Furthermore, the Special
Servicer shall not be obligated to seek approval from the Controlling Class
Representative, pursuant to Section 6.11(a) for any actions to be taken by the
Special


                                     -287-

<PAGE>

Servicer with respect to the workout or liquidation of any particular Specially
Serviced Mortgage Loan if:

               (i) the Special Servicer has, as provided in Section 6.11(a),
     notified the Controlling Class Representative in writing of various actions
     that the Special Servicer proposes to take with respect to the workout or
     liquidation of such Specially Serviced 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.

          Also notwithstanding anything herein to the contrary, the provisions
of Section 6.11(a), and the rights and powers of the Controlling Class
Representative provided for in Section 6.11(a), shall not apply to any Serviced
Loan Combination or any related Administered REO Property; provided that this
paragraph is not intended to limit any rights or powers that the Controlling
Class Representative may have under Section 6.12, Section 6.13 and/or Section
6.14, as applicable.

          (c) Promptly following the initial appointment of a Controlling Class
Representative and any subsequent appointment of a successor Controlling Class
Representative, the Trustee shall inform the 666 Fifth Avenue Master Servicer,
the 666 Fifth Avenue Special Servicer and the 666 Fifth Avenue Non-Trust
Mortgage Loan Noteholder that the Controlling Class Representative is entitled
to exercise any rights and powers of the Trustee, in its capacity as holder of
the Mortgage Note for the 666 Fifth Avenue Trust Mortgage Loan under Section
3.02 of the 666 Fifth Avenue Co-Lender Agreement and, for its own account, and
not on behalf of the Trust, to purchase the 666 Fifth Avenue Non-Trust Mortgage
Loan pursuant to Section 4.02 of the 666 Fifth Avenue Co-Lender Agreement. The
Controlling Class Representative shall be subject to the same limitations,
constraints and restrictions in exercising such rights and powers as would be
applicable to the Trustee, in its capacity as holder of the Mortgage Note for
the 666 Fifth Avenue Trust Mortgage Loan. In addition, subject to Section
7.01(d) and each other section hereof that specifically addresses a particular
matter with respect to the 666 Fifth Avenue Trust Mortgage Loan, if the Trustee
is requested to take any action in its capacity as holder of the Mortgage Note
for the 666 Fifth Avenue Trust Mortgage Loan, pursuant to the 666 Fifth Avenue
Co-Lender Agreement and/or the 666 Fifth Avenue 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, then the Trustee, subject to
Sections 8.01 and 8.02, shall take such action or inaction as it deems to be in
the best interests of the Certificateholders (as a collective whole) and shall
have all rights and powers incident thereto; and provided, further, that the
Trustee (i) shall not be required to take any action that relates to directing
or approving any servicing related action under the 666 Fifth Avenue Servicing
Agreement or the 666 Fifth Avenue Co-Lender Agreement, to the extent that the
Controlling Class Representative has been notified thereof and has failed to
provide instructions with respect to such action within the prescribed time
period, and (ii) shall not take any action that is not permitted under
applicable law or the terms of the 666 Fifth Avenue Co-Lender Agreement or the
666 Fifth Avenue Servicing Agreement or any action that is, in the good faith,
reasonable discretion of the Trustee, materially adverse to the interests of the
Certificateholders (as a collective whole).


                                     -288-

<PAGE>

          (d) The Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, pursuant to this Agreement (whether pursuant to this Section 6.11 or
otherwise), or for errors in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any
Controlling Class Certificateholder which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of negligent disregard of obligations or duties. Each
Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) the Controlling Class Representative may, and is
permitted hereunder to, have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) the
Controlling Class Representative may, and is permitted hereunder to, act solely
in the interests of the Holders of the Controlling Class; (iii) the Controlling
Class Representative does not have any duties or liability to the Holders of any
Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may, and is permitted hereunder to, take actions that favor
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other Classes of Certificates; (v) the Controlling Class
Representative shall not be deemed to have been negligent or reckless, or to
have acted in bad faith or engaged in willful misconduct, by reason of its
having acted solely in the interests of the Holders of the Controlling Class;
and (vi) the Controlling Class Representative shall have no liability whatsoever
for having acted solely in the interests of the Holders of the Controlling
Class, and no Certificateholder may take any action whatsoever against the
Controlling Class Representative, any Holder of the Controlling Class or any
director, officer, employee, agent or principal thereof for having so acted.

          SECTION 6.12. Certain Matters Regarding the Garden State Plaza Loan
                        Combination.

          (a) Subject to Section 6.12(b) of this Agreement, and further subject
to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the Garden State
Plaza Co-Lender Agreement, neither the Special Servicer nor the Master Servicer,
as applicable, will be permitted to take (or, in the case of the Special
Servicer, if and when appropriate hereunder, to consent to the Master Servicer's
taking) any of the Garden State Plaza Specially Designated Servicing Actions
with respect to the Garden State Plaza Loan Group or any related REO Property
unless and until (i) it has notified the Garden State Plaza Non-Trust Mortgage
Loan Noteholders and the Controlling Class Representative in writing and (ii)
the Garden State Plaza Controlling Party has not objected in writing within
thirty (30) days of the Garden State Plaza Non-Trust Mortgage Loan Noteholders
and the Controlling Class Representative having been notified thereof and having
been provided with all reasonably requested information with respect thereto (it
being understood and agreed that if no such written objection to the subject
action on the part of the Garden State Plaza Controlling Party has been received
by the Special Servicer or the Master Servicer, as applicable, within 30 days of
the Garden State Plaza Non-Trust Mortgage Loan Noteholders and the Controlling
Class Representative having been notified thereof and having been provided with
all reasonably requested information with respect thereto, then the Garden State
Plaza Controlling Party's approval will be deemed to have been given); provided
that, in the event that the Special Servicer or the Master Servicer, as
applicable, determines that immediate action is necessary to protect the
interests of the Certificateholders and the Garden State Plaza Non-Trust
Mortgage Loan Noteholders (as a collective whole), the Special Servicer or the
Master Servicer, as the case may be, may take any such action without waiting
for the Garden State Plaza Controlling Party's response.


                                     -289-

<PAGE>

          If the parties that together constitute the Garden State Plaza
Controlling Party have not executed a mutual written consent to a course of
action that satisfies Section 3.01(b), Section 3.01(c) and Section 3.02(b) of
the Garden State Plaza Co-Lender Agreement with respect to one of the Garden
State Plaza Specially Designated Servicing Actions within 30 days (or such
shorter period as may be required by the related loan documents to the extent
the lender's approval is required) of the Garden State Plaza Non-Trust Mortgage
Loan Noteholders and the Controlling Class Representative having been notified
of the proposed action or inaction and having been provided with all reasonably
requested information with respect thereto, then the Master Servicer or the
Special Servicer, as applicable, shall implement such servicing action or
inaction (subject to Section 3.01(c) and Section 3.02(b) of the Garden State
Plaza Co-Lender Agreement) that it deems to be in accordance with the Servicing
Standard; provided that, in the event that neither the Garden State Plaza Trust
Mortgage Loans nor any related REO Property is an asset of the Trust Fund, and
if a separate servicing agreement with respect to the Garden State Plaza
Mortgage Loans or any related REO Property, as applicable, has not been entered
into in accordance with Section 3.01 of the Garden State Plaza Co-Lender
Agreement, the Master Servicer or Special Servicer, as applicable, shall be
required to implement a course of action proposed by one of the Garden State
Plaza Noteholders that received the written consent of those Garden State Plaza
Noteholders (or their designees appointed in accordance with Section 3.02 of the
Garden State Plaza Co-Lender Agreement) then holding 50% of the then outstanding
principal balance of the Garden State Plaza Mortgage Loans and that complies
with the Servicing Standard; provided that, in the absence of any such proposal,
the Master Servicer or the Special Servicer, as applicable, shall be permitted
to implement such servicing action or inaction (subject to Section 3.01(c) and
Section 3.02(b) of the Garden State Plaza Co-Lender Agreement) that it deems to
be in accordance with the Servicing Standard. Each Garden State Plaza Non-Trust
Mortgage Loan Noteholder and the Controlling Class Representative may consult
separately with the Master Servicer or the Special Servicer, as applicable, with
regard to any of the Garden State Plaza Specially Designated Servicing Actions.
Any agreement, consent or advice by or from the Garden State Plaza Controlling
Party pursuant to Section 3.02 of the Garden State Plaza Co-Lender shall be
evidenced solely by a written instrument executed by a responsible officer of
the Controlling Class Representative and/or each Garden State Plaza Noteholder
that constitutes part of the Garden State Plaza Controlling Party, and the
Master Servicer or Special Servicer, as applicable, shall be entitled to rely on
such written instrument and, in the absence of such written consent or agreement
(regarding a course of action that satisfies Section 3.01(b), Section 3.01(c)
and Section 3.02(b) of the Garden State Plaza Co-Lender Agreement) within the
time period specified therefor, shall be permitted to implement such servicing
action or inaction (subject to Section 3.01(c) and Section 3.02(b) of the Garden
State Plaza Co-Lender Agreement) that it deems to be in accordance with the
Servicing Standard.

          In addition, subject to Section 6.12(b) of this Agreement, and further
subject to Section 3.01(b), Section 3.01(c), Section 3.02(a) and Section 3.02(b)
of the Garden State Plaza Co-Lender Agreement, the Garden State Plaza
Controlling Party may direct the Special Servicer or the Master Servicer, as
appropriate based on their respective duties hereunder, to take, or to refrain
from taking, such actions with respect to the Garden State Plaza Loan Group or
any related REO Property as the Garden State Plaza Controlling Party may deem
consistent with the Garden State Plaza Co-Lender Agreement or as to which
provision is otherwise made in the Garden State Plaza Co-Lender Agreement. Upon
reasonable request, the Special Servicer or the Master Servicer, as appropriate
based on their respective duties hereunder, shall, with respect to the Garden
State Plaza Loan Group, provide the Garden State Plaza Controlling Party with
any information in such servicer's possession with respect to such matters,
including, without limitation, 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


                                     -290-

<PAGE>

make it available for review pursuant to Section 8.14(b). Promptly following the
Special Servicer or the Master Servicer receiving any direction from the Garden
State Plaza Controlling Party as contemplated by this paragraph, such servicer
shall notify the Trustee and each Garden State Plaza Non-Trust Mortgage Loan
Noteholder.

          The Controlling Class Representative is hereby designated as the
Person entitled to exercise the rights and powers of the Trustee, as holder of
the Garden State Plaza Trust Mortgage Loans (or any successor REO Trust Mortgage
Loans with respect thereto), under Sections 3.02 and 3.03(a) of the Garden State
Plaza Co-Lender Agreement (including any rights of the Trustee to constitute (or
be a member of the group of parties that together constitute) the Garden State
Plaza Controlling Party or the Garden State Plaza Majority Lenders), 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 Garden State
Plaza Trust Mortgage Loans (or any successor REO Trust Mortgage Loans with
respect thereto). The Trustee shall take such actions as are necessary or
appropriate to make such designation effective in accordance with Section
3.02(d) of the Garden State Plaza Co-Lender Agreement, including upon any change
in identity of the Controlling Class Representative. It is hereby acknowledged
that the Controlling Class Representative's rights and powers under the prior
two paragraphs of this Section 6.12(a) are based on such designation.

          Each of the Master Servicer (with respect to Performing Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, shall notify the Garden State Plaza Non-Trust Mortgage
Loan Noteholder and the Controlling Class Representative of any release or
substitution of collateral for the Garden State Plaza Loan Group even if such
release or substitution is required by the terms of the Garden State Plaza Loan
Group.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Garden State Plaza Controlling Party or
the Garden State Plaza Majority Lenders, as contemplated by Section 6.12(a), may
(and the Special Servicer and the Master Servicer shall each ignore and act
without regard to any such advice, direction or objection that the Special
Servicer or the Master Servicer, as applicable, has determined, in its
reasonable, good faith judgment, would) require, cause or permit such servicer
to violate any provision of the Garden State Plaza Co-Lender Agreement or this
Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation
to act in accordance with the Servicing Standard), the related loan documents or
applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust
Event. Furthermore, neither the Special Servicer nor the Master Servicer shall
be obligated to seek approval from the Garden State Plaza Controlling Party or
the Garden State Plaza Majority Lenders for any actions to be taken by such
servicer with respect to the workout or liquidation of the Garden State Plaza
Loan Group if: (i) such servicer has, as provided in Section 6.12(a), notified
the Garden State Plaza Non-Trust Mortgage Loan Noteholders and the Controlling
Class Representative in writing of various actions that such servicer proposes
to take with respect to the workout or liquidation of the Garden State Plaza
Loan Group; and (ii) for 30 days following the first such notice, the Garden
State Plaza Controlling Party has objected to all of those proposed actions and
has failed to suggest any alternative actions that such servicer considers to be
consistent with the Servicing Standard.

          (c) Each Garden State Plaza Non-Trust Mortgage 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
Garden State Plaza Loan Group or any related REO


                                     -291-

<PAGE>

Property by any other party hereto. Subject to the Garden State Plaza Co-Lender
Agreement, 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
in accordance with this Section 6.12(c).

          (d) The parties hereto further recognize such other rights of the
Garden State Plaza Non-Trust Mortgage Loan Noteholders as are set forth in
Section 3.02 of the Garden State Plaza Co-Lender Agreement and are not otherwise
addressed herein.

          (e) Notwithstanding anything herein to the contrary, but subject to
the next sentence, if a Garden State Plaza Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto is included in a rated
commercial mortgage securitization, and if any particular servicing action with
respect to the Garden State Plaza Loan Group or any related REO Property
requires confirmation of ratings of the Certificates in connection therewith
under any provision of this Agreement, then the Master Servicer or the Special
Servicer, as applicable, shall likewise obtain a similar confirmation of ratings
from Moody's, S&P and/or Fitch, as applicable, with respect to any rated class
of Garden State Plaza Non-Trust Mortgage Loan Securities (regardless of whether
or not expressly required under such provision of this Agreement). Also
notwithstanding anything to the contrary contained herein, any costs associated
with confirmation of the ratings of any Certificates or any rated Garden State
Plaza Non-Trust Mortgage Loan Securities (whether pursuant to this Agreement or
Section 3.03 of the Garden State Plaza Co-Lender Agreement), to the extent such
confirmation relates to the Garden State Plaza Loan Group, shall be deemed to be
a "Co-Lender Expense" (as defined under the Garden State Plaza Co-Lender
Agreement) payable by the Garden State Plaza Noteholders.

          (f) The Master Servicer (if the Garden State Plaza Trust Mortgage Loan
is a Performing Serviced Mortgage Loan) or the Special Servicer (if the Garden
State Plaza Trust Mortgage Loan is a Specially Serviced Mortgage Loan), as
applicable, shall take all actions relating to the servicing and/or
administration of, and the preparation and delivery of reports and other
information with respect to, the Garden State Plaza Loan Group or any related
REO Property required to be performed by the holder of either Garden State Plaza
Trust Mortgage Loan or contemplated to be performed by a servicer, in any case
pursuant to the Garden State Plaza Co-Lender Agreement and/or any related
mezzanine loan intercreditor agreement.

          SECTION 6.13. Certain Matters Regarding the Two Penn Plaza Loan
                        Combination.

          (a) Subject to Section 6.13(b), and further subject to Section
3.01(b), Section 3.01(c) and Section 3.02(b) of the Two Penn Plaza Co-Lender
Agreement, if and for so long as the Two Penn Plaza Mortgage Loans constitute
Specially Serviced Mortgage Loans, the Two Penn Plaza Controlling Party will be
entitled to advise the Special Servicer (in the event the Special Servicer is
authorized under this Agreement to take the subject action) or the Master
Servicer (in the event the Master Servicer is authorized under this Agreement to
take the subject action), as applicable, with respect to any and all Two Penn
Plaza Specially Designated Servicing Actions with respect to the Two Penn Plaza
Loan Group or any related REO Property; and, further subject to Section 6.13(b)
of this Agreement and Section 3.02(b) of the Two Penn Plaza Co-Lender Agreement,
the Special Servicer shall not be permitted to take any of the Two Penn Plaza
Specially Designated Servicing Actions with respect to the Two Penn Plaza Loan
Group or any related REO Property unless and until (i) it has notified the Two
Penn Plaza Non-Trust Mortgage Loan Noteholders and the Controlling Class
Representative in writing and (ii) the Two Penn Plaza Controlling Party has not
objected in writing within ten (10) Business Days


                                     -292-

<PAGE>

of the Two Penn Plaza Controlling Party having been notified thereof and having
been provided with all reasonably requested information with respect thereto (it
being understood and agreed that if no such written objection to the subject
action on the part of the Two Penn Plaza Controlling Party has been received by
the Special Servicer within such ten (10) Business Day period, then the Two Penn
Plaza Controlling Party will be deemed to have approved of the subject action);
provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and the
Two Penn Plaza Non-Trust Mortgage Loan Noteholders (as a collective whole), the
Special Servicer may take any such action without waiting for the Two Penn Plaza
Controlling Party's response; and provided, further, that, under circumstances
where the Controlling Class Representative is not the Two Penn Plaza Controlling
Party, nothing herein shall be intended to limit the right of the Controlling
Class Representative to consult with the Special Servicer regarding the Two Penn
Plaza Trust Mortgage Loan, and during the ten (10) Business Day period referred
to above, the Special Servicer shall consult with the Controlling Class
Representative regarding its views as to the proposed action (but may, in its
sole discretion, reject any advice, objection or direction from the Controlling
Class Representative) and, upon reasonable request, the Special Servicer shall
provide the Controlling Class Representative with any information in such
servicer's possession with respect to such matters, including its reasons for
determining to take a proposed action.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Two Penn Plaza Controlling Party, as
contemplated by Section 6.13(a), may (and the Special Servicer and the Master
Servicer shall each ignore and act without regard to any such advice, direction
or objection that the Special Servicer or the Master Servicer, as applicable,
has determined, in its reasonable, good faith judgment, would) require, cause or
permit such servicer to violate any provision of the Two Penn Plaza Co-Lender
Agreement or this Agreement (exclusive of Section 6.13(a)) (including such
servicer's obligation to act in accordance with the Servicing Standard), the
related loan documents or applicable law or result in an Adverse REMIC Event or
an Adverse Grantor Trust Event. Furthermore, the Special Servicer shall not be
obligated to seek approval from the Two Penn Plaza Controlling Party for any
actions to be taken by such servicer with respect to the workout or liquidation
of the Two Penn Plaza Loan Group if: (i) such servicer has, as provided in
Section 6.13(a), notified the Two Penn Plaza Controlling Party in writing of
various actions that such servicer proposes to take with respect to the workout
or liquidation of the Two Penn Plaza Loan Group; and (ii) for 60 days following
the first such notice, the Two Penn Plaza Controlling Party has objected to all
of those proposed actions and has failed to suggest any alternative actions that
such servicer considers to be consistent with the Servicing Standard.

          Also notwithstanding the foregoing, the Special Servicer, prior to its
taking any of the Two Penn Plaza Specially Designated Servicing Actions, shall
in each such case notify the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan
Noteholder. The Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Noteholder
shall, upon receipt of such notice, have ten (10) Business Days to advise and
consult with the Special Servicer, as applicable, with respect to such actions;
provided that the Special Servicer shall not be obligated to take any advice
from, or follow any direction given by, the Two Penn Plaza Pari Passu Non-Trust
Mortgage Loan Noteholder; and provided, further, that the Two Penn Plaza Pari
Passu Non-Trust Mortgage Loan Noteholder's request to communicate with, or
obtain information from, the Special Servicer in accordance with this Section
6.13(b) must be made within eight (8) Business Days of its receipt of notice in
accordance with the preceding sentence; and provided, further, that, in the
event that the Special Servicer determines that immediate action is necessary to
protect the interests of the Certificateholders and the Two Penn Plaza Non-Trust
Mortgage Loan Noteholders (as a


                                     -293-

<PAGE>

collective whole), the Special Servicer may take the subject action without
consulting with the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Noteholder
in accordance with this Section 6.13(b). The Special Servicer, within two (2)
Business Days of receiving any request from the Two Penn Plaza Pari Passu
Non-Trust Mortgage Loan Noteholder with respect to exercising its consultation
rights under this Section 6.13(b), shall (subject to the three provisos to the
immediately preceding sentence): (i) make available to such requesting Two Penn
Plaza Pari Passu Non-Trust Mortgage Loan Noteholder, in person at the Primary
Servicing Offices of such servicer or by telephone conference, for a reasonable
time period, one or more of such servicer's officers responsible for the
servicing and administration of the Two Penn Plaza Loan Group or any related REO
Property; (ii) provide such requesting Two Penn Plaza Pari Passu Non-Trust
Mortgage Loan Noteholder such information regarding the proposed action that is
in such servicer's possession or easily obtainable by it, including such
servicer's reasons for determining to take or permit a proposed action, as the
Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Noteholder may request; and
(iii) communicate with the Two Penn Plaza Controlling Party regarding any advice
or other views expressed by such requesting Two Penn Plaza Pari Passu Non-Trust
Mortgage Loan Noteholder regarding the subject servicing actions. Nothing
contained in this paragraph shall, or is intended to, limit or alter the Two
Penn Plaza Controlling Party's rights under Section 6.13(a).

          The Two Penn Plaza Pari Passu Non-Trust Mortgage Loan Noteholder may
designate, in writing, a representative to exercise its rights under the prior
paragraph (copies of such writing to be delivered to the Trustee, the Master
Servicer and the Special Servicer). Such designation shall remain in effect
until it is revoked by the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan
Noteholder by a writing delivered to the Trustee and the Special Servicer.

          (c) The Two Penn Plaza Controlling Party will not have any liability
to the Trust or the Certificateholders or any of the other Two Penn Plaza
Non-Trust Mortgage Loan Noteholders, in the case of a Two Penn Plaza Non-Trust
Mortgage Loan Noteholder or its designee acting in such capacity, or to any of
the Two Penn Plaza Non-Trust Mortgage Loan Noteholders, in the case of the
Controlling Class Representative acting in such capacity, for any action taken,
or for refraining from the taking of any action, in good faith pursuant to this
Agreement or the Two Penn Plaza Co-Lender Agreement, or for errors in judgment;
provided, however, that the Two Penn Plaza Controlling Party 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 Two Penn Plaza Directing Lender may, in accordance with
Section 3.02(d) of the Two Penn Plaza Co-Lender Agreement, designate a
representative to exercise its rights and powers under Section 3.02 of the Two
Penn Plaza Co-Lender Agreement and this Section 6.13. In that regard, upon the
occurrence and continuance of a Two Penn Plaza Change of Control Event, and for
so long as the Trust, as holder of the Two Penn Plaza Trust Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto), is the Two Penn
Plaza Directing Lender, the Controlling Class Representative (i) is hereby
designated as the representative of the Trust for purposes of exercising the
rights and powers of the Two Penn Plaza Directing Lender under the Two Penn
Plaza Co-Lender Agreement and (ii) shall be the Two Penn Plaza Controlling Party
hereunder. The Trustee shall take such actions as are necessary or appropriate
to make such designation effective in accordance with Section 3.02(d) of the Two
Penn Plaza Co-Lender Agreement. The Master Servicer shall provide the


                                     -294-

<PAGE>

parties to this Agreement with notice of the occurrence of a Two Penn Plaza
Change of Control Event, promptly upon becoming aware thereof.

          (e) Each Two Penn Plaza Non-Trust Mortgage 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 Two
Penn Plaza Loan Group 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 in accordance
with this Section 6.13(e).

          (f) Notwithstanding anything herein to the contrary, any appointment
of a successor Special Servicer hereunder, insofar as it affects the Two Penn
Plaza Loan Group or any related REO Property, will be subject to the
consultation rights of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan
Noteholder under Section 3.02 of the Two Penn Plaza Co-Lender Agreement.

          (g) Notwithstanding anything herein to the contrary, but subject to
the next sentence, if the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or
any successor REO Mortgage Loan with respect thereto is included in a rated
commercial mortgage securitization, and if any particular servicing action with
respect to the Two Penn Plaza Loan Group or any related REO Property requires
confirmation of ratings of the Certificates in connection therewith under any
provision of this Agreement, then the Master Servicer or the Special Servicer,
as applicable, shall likewise obtain a similar confirmation of ratings from
Moody's, S&P and/or Fitch, as applicable, with respect to any rated class of Two
Penn Plaza Pari Passu Non-Trust Mortgage Loan Securities (regardless of whether
or not expressly required under such provision of this Agreement). Also
notwithstanding anything to the contrary contained herein, any costs associated
with confirmation of the ratings of any rated Two Penn Plaza Pari Passu
Non-Trust Mortgage Loan Securities (whether pursuant to the prior sentence or
otherwise pursuant to this Agreement or the Two Penn Plaza Co-Lender Agreement)
shall, to the extent not recoverable from the related Mortgagor or other party
seeking to take the action that requires such confirmation of ratings or another
source besides the Trust, shall be borne by the trust that holds the Two Penn
Plaza Pari Passu Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, and if such trust is unwilling to cover the cost of obtaining
such confirmation of ratings, then no party hereto shall be obligated to obtain
such confirmation of ratings (notwithstanding anything herein to the contrary).

          (h) The parties hereto recognize and acknowledge the rights of the Two
Penn Plaza Non-Trust Mortgage Loan Noteholders under the Two Penn Plaza
Co-Lender Agreement, including the rights of the Two Penn Plaza Note B1
Subordinate Non-Trust Mortgage Loan Noteholder to: (i) purchase the Two Penn
Plaza Trust Mortgage Loan and the Two Penn Plaza Pari Passu Non-Trust Mortgage
Loan under the circumstances contemplated by Section 4.03 of the Two Penn Plaza
Co-Lender Agreement; and (ii) cure defaults with respect to the Two Penn Plaza
Trust Mortgage Loan and the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan in
accordance with Article VII of the Two Penn Plaza Co-Lender Agreement. In
connection with the foregoing, the Master Servicer (if the Two Penn Plaza Trust
Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer
(if the Two Penn Plaza Trust Mortgage Loan is a Specially Serviced Mortgage
Loan), as applicable, shall take all actions required on the part of the holder
of the Two Penn Plaza Trust Mortgage Loan or contemplated to be performed by a
servicer, in any case under Section 4.03 or Article VII, as applicable, of the
Two Penn Plaza Co-Lender Agreement, including the delivery of all necessary
notices on a timely basis, as well as all other actions necessary and
appropriate to effect the transfer of the Two Penn Plaza


                                     -295-

<PAGE>

Trust Mortgage Loan and the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan to
the Two Penn Plaza Note B1 Subordinate Non-Trust Mortgage Loan Noteholder or its
designee and/or to permit the Two Penn Plaza Note B1 Subordinate Non-Trust
Mortgage Loan Noteholder to effectuate a cure of the Two Penn Plaza Trust
Mortgage Loan and the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan.

          (i) The Master Servicer (if the Two Penn Plaza Trust Mortgage Loan is
a Performing Serviced Mortgage Loan) or the Special Servicer (if the Two Penn
Plaza Trust Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable,
shall take all actions relating to the servicing and/or administration of, and
the preparation and delivery of reports and other information with respect to,
the Two Penn Plaza Loan Group or any related REO Property required to be
performed by the holder of the Two Penn Plaza Trust Mortgage Loan or
contemplated to be performed by a servicer, in any case pursuant to the Two Penn
Plaza Co-Lender Agreement and/or any related mezzanine loan intercreditor
agreement.

          SECTION 6.14. Certain Matters Regarding the Tower Square Loan
                        Combination.

          (a) Subject to Section 6.14(b), and further subject to Section
3.01(b), Section 3.01(c) and Section 3.02(b) of the Tower Square Co-Lender
Agreement, the Tower Square Controlling Party will be entitled to advise the
Special Servicer (in the event the Special Servicer is authorized under this
Agreement to take the subject action) or the Master Servicer (in the event the
Master Servicer is authorized under this Agreement to take the subject action),
as applicable, with respect to any and all Tower Square Specially Designated
Servicing Actions with respect to the Tower Square Loan Pair or any related REO
Property; and, further subject to Section 6.14(b) of this Agreement and Section
3.02(b) of the Tower Square Co-Lender Agreement, neither the Special Servicer
nor the Master Servicer will be permitted to take (or, in the case of the
Special Servicer, if and when appropriate hereunder, to consent to the Master
Servicer's taking) any of the Tower Square Specially Designated Servicing
Actions with respect to the Tower Square Loan Pair or any related REO Property
unless and until (i) it has notified the Tower Square Non-Trust Mortgage Loan
Noteholder and the Controlling Class Representative in writing and (ii) the
Tower Square Controlling Party has not objected in writing within ten (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 or the Master Servicer, as applicable, within such ten (10) Business
Day period, then the Tower Square Controlling Party will be deemed to have
approved of the subject action); provided that, in the event that the Special
Servicer or the Master Servicer, as applicable, determines that immediate action
is necessary to protect the interests of the Certificateholders and the Tower
Square Non-Trust Mortgage Loan Noteholder (as a collective whole), the Special
Servicer or the Master Servicer, as the case may be, may take (or, in the case
of the Special Servicer, if and when appropriate hereunder, to consent to the
Master Servicer's taking) any such action without waiting for the Tower Square
Controlling Party's response; and provided, further, that, under circumstances
where the Controlling Class Representative is not the Tower Square Controlling
Party, nothing herein shall be intended to limit the right of the Controlling
Class Representative to consult with the Special Servicer or the Master
Servicer, as applicable, regarding the Tower Square Trust Mortgage Loan or any
related REO Property, and during the ten (10) Business Day period referred to
above, the Special Servicer or the Master Servicer, as applicable, shall consult
with the Controlling Class Representative regarding its views as to the proposed
action (but may, in its sole discretion, reject any advice, objection or
direction from the Controlling Class Representative) and, upon reasonable
request, the Special Servicer or the Master Servicer, as applicable, shall
provide the Controlling Class Representative with any information


                                     -296-

<PAGE>

in such servicer's possession with respect to such matters, including its
reasons for determining to take a proposed action.

          In addition, subject to Section 6.14(b), and further subject to
Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the Tower Square
Co-Lender Agreement, the Tower Square Controlling Party may direct the Special
Servicer or the Master Servicer, as appropriate based on their respective duties
hereunder, to take, or to refrain from taking, such actions with respect to the
Tower Square Loan Pair or any related REO Property as the Tower Square
Controlling Party may deem consistent with the Tower Square Co-Lender Agreement
or as to which provision is otherwise made in the Tower Square Co-Lender
Agreement. Upon reasonable request, the Special Servicer or the Master Servicer,
as appropriate based on their respective duties hereunder, shall, with respect
to the Tower Square Loan Pair, provide the Tower Square Controlling Party with
any information in such servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action; provided that
such information shall also be provided, in a written format, to the Trustee who
shall make it available for review pursuant to Section 8.14(b). Promptly
following the Special Servicer or the Master Servicer receiving any direction
from the Tower Square Controlling Party as contemplated by this paragraph, such
servicer shall notify the Trustee, the Controlling Class Representative (if it
is not the Tower Square Controlling Party) and the Tower Square Non-Trust
Mortgage Loan Noteholder (if neither it nor its designee is the Tower Square
Controlling Party).

          Each of the Master Servicer (with respect to Performing Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, shall notify the Tower Square Non-Trust Mortgage Loan
Noteholder, the Controlling Class Representative and any other Person that may
be the Tower Square Controlling Party of any release or substitution of
collateral for the Tower Square Loan Pair even if such release or substitution
is required by the terms of the Tower Square Loan Pair.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Tower Square Controlling Party, as
contemplated by Section 6.14(a), may (and the Special Servicer and the Master
Servicer shall each ignore and act without regard to any such advice, direction
or objection that such servicer has determined, in its reasonable, good faith
judgment, would) require, cause or permit such servicer to violate any provision
of the Tower Square Co-Lender Agreement or this Agreement (exclusive of Section
6.14(a)) (including such servicer's obligation to act in accordance with the
Servicing Standard), the related loan documents or applicable law or result in
an Adverse REMIC Event or an Adverse Grantor Trust Event. Furthermore, neither
the Master Servicer nor the Special Servicer shall be obligated to seek approval
from the Tower Square Controlling Party for any actions to be taken by such
servicer with respect to the workout or liquidation of the Tower Square Loan
Pair if: (i) such servicer has, as provided in Section 6.14(a), notified the
Tower Square Controlling Party in writing of various actions that such servicer
proposes to take with respect to the workout or liquidation of the Tower Square
Loan Pair; and (ii) for 60 days following the first such notice, the Tower
Square Controlling Party has objected to all of those proposed actions and has
failed to suggest any alternative actions that such servicer considers to be
consistent with the Servicing Standard.

          (c) The Tower Square Controlling Party will not have any liability to
the Trust or the Certificateholders, in the case of the Tower Square Non-Trust
Mortgage Loan Noteholder or its designee acting in such capacity, or to the
Tower Square Non-Trust Mortgage Loan Noteholder, in the case of the Controlling
Class Representative acting in such capacity, for any action taken, or for
refraining from the


                                     -297-

<PAGE>

taking of any action, in good faith pursuant to this Agreement or the Tower
Square Co-Lender Agreement, or for errors in judgment; provided, however, that
the Tower Square Controlling Party 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 Tower Square Directing Lender may, in accordance with Section
3.02(d) of the Tower Square Co-Lender Agreement, designate a representative to
exercise its rights and powers under Section 3.02 of the Tower Square Co-Lender
Agreement and this Section 6.14. In that regard, if and for so long as (but only
if and for so long as) a Tower Square Change of Control Event has occurred and
is continuing, and the Trust, as holder of the Tower Square Trust Mortgage Loan
(or any successor REO Trust Mortgage Loan with respect thereto), is the Tower
Square Directing Lender, the Controlling Class Representative (i) is hereby
designated as the representative of the Trust for purposes of exercising the
rights and powers of the Tower Square Directing Lender under Section 3.02 of the
Tower Square Co-Lender Agreement and (ii) shall be the Tower Square Controlling
Party hereunder. The Trustee shall take such actions as are necessary or
appropriate to make such designation effective in accordance with Section
3.02(d) of the Tower Square Co-Lender Agreement. The Master Servicer shall
provide the parties to this Agreement with notice of the occurrence of a Tower
Square Change of Control Event, promptly upon becoming aware of thereof.

          (e) The Tower Square Non-Trust Mortgage 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 Tower
Square Loan Pair or any related REO Property by any other party hereto. Subject
to the Tower Square Co-Lender Agreement, 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 in accordance with this Section 6.14(e).

          (f) The parties hereto recognize and acknowledge the rights of the
Tower Square Non-Trust Mortgage Loan Noteholder under the Tower Square Co-Lender
Agreement, including the consultation rights thereof with respect to replacement
Special Servicers for the Tower Square Loan Pair as provided in Section 3.02(a)
and the right thereof to purchase the Tower Square Trust Mortgage Loan under the
circumstances contemplated by Section 4.03 of the Tower Square Co-Lender
Agreement. In connection with the foregoing, the Master Servicer (if the Tower
Square Trust Mortgage Loan is a Performing Serviced Mortgage Loan) or the
Special Servicer (if the Tower Square Trust Mortgage Loan is a Specially
Serviced Mortgage Loan), as applicable, shall take all actions required on the
part of the holder of the Tower Square Trust Mortgage Loan or contemplated to be
performed by a servicer, in any case under Section 4.03 and the second paragraph
of Section 3.02(a) of the Tower Square Co-Lender Agreement, including the
delivery of all necessary notices on a timely basis, as well as all other
actions necessary and appropriate to effect the transfer of the Tower Square
Trust Mortgage Loan to the Tower Square Non-Trust Mortgage Loan Noteholder or
its designee.

          (g) The Master Servicer (if the Tower Square Trust Mortgage Loan is a
Performing Serviced Mortgage Loan) or the Special Servicer (if the Tower Square
Trust Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall
take all actions relating to the servicing and/or administration of, or the
preparation and delivery of reports and other information with respect to, the
Tower Square Loan Pair or any related REO Property required to be performed by
the holder of the


                                     -298-

<PAGE>

Tower Square Trust Mortgage Loan or contemplated to be performed by a servicer,
in any case pursuant to the Tower Square Co-Lender Agreement and/or any related
mezzanine loan intercreditor agreement.


                                     -299-

<PAGE>

                                   ARTICLE VII

                                     DEFAULT

          SECTION 7.01. Events of Default and 666 Fifth Avenue 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 required to be so deposited by it under this
     Agreement, which failure continues unremedied for one (1) Business Day
     following the date on which a deposit 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
     (1) 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, any required payment to any
     Serviced Non-Trust Mortgage Loan Noteholder, which failure continues
     unremedied until 11:00 a.m. (New York City time) on the Business Day next
     following the date on which such payment was first required to be made; 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 (3) Business
     Days following the date on which notice of such failure shall have been
     given to the Master Servicer or the Special Servicer, as the case may be,
     by any other party hereto; 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 failure
     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 Serviced
     Non-Trust Mortgage Loan Noteholder (if affected thereby) or by the Holders
     of Certificates entitled to at least 25% of the Voting Rights, provided,
     however, that with respect to any such failure which is not curable within
     such 30-day (or, if applicable, 15-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


                                     -300-

<PAGE>

     failure within the initial 30-day (or, if applicable, 15-day) period and
     has provided the Trustee and any affected Serviced Non-Trust Mortgage 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 any Serviced Non-Trust Mortgage 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 Serviced Non-Trust Mortgage Loan Noteholder (if
     affected thereby) or by the Holders of Certificates entitled to at least
     25% of the Voting Rights, provided, however, that with respect to any such
     breach which is not curable within such 30-day period, the Master Servicer
     or the Special Servicer, as the case may be, shall have an additional cure
     period of 30 days so long as the Master Servicer or the Special Servicer,
     as the case may be, has commenced to cure such breach within the initial
     30-day period and has provided the Trustee and any affected Serviced
     Non-Trust Mortgage 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) a Servicing Officer of the Master Servicer or the Special
     Servicer, as the case may be, obtains actual knowledge that Moody's has (1)
     qualified, downgraded or withdrawn its rating or ratings of one or more
     Classes of the Certificates or one or more classes of any Serviced Pari
     Passu Non-Trust Mortgage Loan Securities or (2) placed one or more Classes
     of the Certificates or one or more classes of any Serviced Pari Passu
     Non-Trust Mortgage Loan Securities on "watch status" (and such "watch
     status" placement shall not have been withdrawn by Moody's within 60 days
     of the date when the Servicing Officer of the Master


                                     -301-

<PAGE>

     Servicer or the Special Servicer, as the case may be, obtained such actual
     knowledge) and, in the case of either clause (1) or (2), cited servicing
     concerns with the Master Servicer or the Special Servicer, as the case may
     be, as the sole or material factor in such rating action; 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 one or more Classes of the Certificates or one
     or more classes of any Serviced Pari Passu Non-Trust Mortgage Loan
     Securities by S&P are qualified, downgraded or withdrawn in connection with
     the removal; or

               (xii) at any time that any Serviced Pari Passu Non-Trust Mortgage
     Loan Securities are rated by Fitch, the Master Servicer ceases to be rated
     at least CMS3 by Fitch or the Special Servicer ceases to be rated at least
     CSS3 by Fitch, and such rating is not restored within 60 days after the
     subject downgrade or withdrawal.

          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 any of clauses (i) - (xii) of
subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Serviced
Non-Trust Mortgage Loans, other than its rights, if any, as a Certificateholder
hereunder or as the holder of any Serviced Non-Trust Mortgage Loan or any
interest therein; provided that the Master Servicer may not be terminated solely
for an Event of Default that affects only a Serviced Non-Trust Mortgage Loan
Noteholder or any class of related Serviced Pari Passu Non-Trust Mortgage Loan
Securities (except that a Sub-Servicer may be appointed in accordance with
Section 7.01(d)); and provided, further, that, except as provided in Section
7.01(d), the Special Servicer may not be terminated solely for an Event of
Default that affects only a Serviced Non-Trust Mortgage Loan Noteholder or any
class of related Serviced Pari Passu Non-Trust Mortgage Loan Securities. From
and after the receipt by the Defaulting Party of such written notice of
termination, subject to Section 7.01(c), 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 Trust Fund, the Serviced
Non-Trust Mortgage Loans (other than as a holder thereof or any interest
therein) or otherwise, shall pass to and be vested in the Trustee pursuant to
and under this section, and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and the Special
Servicer each agree that, if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than ten (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


                                     -302-

<PAGE>

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 Mortgage Loan or REO Property or (ii) if the Special
Servicer is the Defaulting Party, the transfer within two (2) Business Days to
the Trustee or a successor Special Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the Special
Servicer to an REO Account, a Custodial Account, a Servicing Account or a
Reserve Account or should have been delivered to the Master Servicer or that are
thereafter received by or on behalf of it with respect to any Mortgage Loan or
REO Property; provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances or
otherwise, and it shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination. Any cost or expenses in connection with
any actions to be taken by any party hereto pursuant to this paragraph shall be
borne by the Defaulting Party and if not paid by the Defaulting Party within 90
days after the presentation of reasonable documentation of such costs and
expenses, such expense shall be reimbursed by the Trust Fund; provided, however,
that the Defaulting Party shall not thereby be relieved of its liability for
such expenses. For purposes of this Section 7.01 and also for purposes of
Section 7.03(b), the Trustee shall not be deemed to have knowledge of an event
which constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

          (c) In the case of an Event of Default under Section 7.01(a)(x), (xi)
or (xii) of which the Trustee has notice, the Trustee shall provide written
notice thereof to the Master Servicer promptly upon receipt of such notice.
Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
Section 7.01(a)(x), (xi) or (xii), and if the terminated Master Servicer
provides the Trustee with the appropriate "request for proposal" materials
within five (5) Business Days following such termination, then the Master
Servicer shall continue to serve in such capacity hereunder until a successor
thereto is selected in accordance with this Section 7.01(c) or the expiration of
45 days from the Master Servicer's receipt of the notice of termination,
whichever occurs first. Upon receipt of such "request for proposal" materials
from the terminated Master Servicer, the Trustee shall promptly thereafter
(using such "request for proposal" materials) solicit good faith bids for the
rights to master service the Mortgage Loans under this Agreement from at least
three (3) Persons qualified to act as a successor Master Servicer hereunder in
accordance with Section 6.02 and Section 7.02 (any such Person so qualified, a
"Qualified Bidder") or, if three (3) Qualified Bidders cannot be located, then
from as many Persons as the Trustee can determine are Qualified Bidders;
provided that at the Trustee's request, the terminated Master Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than three
(3) or no Qualified Bidders submit bids for the right to master service the
Mortgage Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master


                                     -303-

<PAGE>

Servicer, and to agree to be bound by the terms hereof, within 45 days after the
receipt of notice of termination by the terminated Master Servicer. The Trustee
shall solicit bids on the basis of both: (i) such successor Master Servicer (x)
retaining all existing Sub-Servicers to continue the primary servicing of the
Mortgage Loans pursuant to the terms of the respective Sub-Servicing Agreements
and (y) entering into a Sub-Servicing Agreement with the terminated Master
Servicer under which the terminated Master Servicer would sub-service each of
the Mortgage Loans not then subject to a Sub-Servicing Agreement at a
sub-servicing fee rate per annum equal to the related Master Servicing Fee Rate
minus, in the case of each Trust Mortgage Loan serviced, one and one-half (1.5)
basis points (each, a "Servicing-Retained Bid"); and (ii) terminating each
existing Sub-Servicing Agreement and Sub-Servicer that it is permitted to
terminate in accordance with Section 3.22 (each, a "Servicing-Released Bid").
The Trustee shall select the Qualified Bidder with the highest cash
Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid)
(the "Successful Bidder") to act as successor Master Servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof (and, if the successful
bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with
the terminated Master Servicer as contemplated above) no later than 45 days
after the receipt of notice of termination by the terminated Master Servicer.

          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 master service the Mortgage Loans, which expenses are not reimbursed
to the party that incurred such expenses pursuant to the preceding paragraph.

          If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, then 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) and Section 7.04, if any Event of
Default on the part of the Master Servicer occurs that: (1) affects a Serviced
Non-Trust Mortgage Loan Noteholder or any class of related Serviced Pari Passu
Non-Trust Mortgage Loan Securities, and the Master Servicer is not otherwise
terminated in accordance with Section 7.01(b), then the Master Servicer may not
be terminated by or at the direction of the related Serviced Non-Trust Mortgage
Loan Noteholder, or (2) affects solely a Serviced Non-Trust Mortgage Loan
Noteholder or any class of related Serviced Pari Passu Non-Trust Mortgage Loan
Securities, then the Master Servicer may not be terminated by the Trustee;
provided, however, in the case of (1) or (2), at the request of such affected
Serviced Non-Trust Mortgage Loan Noteholder, subject to the terms of the related
Co-Lender Agreement the Trustee shall


                                     -304-

<PAGE>

require the Master Servicer to appoint, within 30 days of the Trustee's request,
a Sub-Servicer (or, if the related Serviced Loan Combination 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 related
Serviced Loan Combination (it being acknowledged and agreed that, in the case of
the Garden State Plaza Loan Group, any such new Sub-Servicer shall be chosen as
provided in the Garden State Plaza Co-Lender Agreement). In connection with the
appointment of a Sub-Servicer in accordance with this Section 7.01(d), the
Master Servicer shall obtain, at its own expense, written confirmation from each
Rating Agency (and, if applicable, Fitch) that such appointment will not result
in an Adverse Rating Event with respect to any Class of Certificates or, if any
Serviced Loan Combination that includes one or more Pari Passu Non-Trust
Mortgage Loans is involved, any class of related Serviced Pari Passu Non-Trust
Mortgage Loan Securities rated by such Rating Agency (and, if applicable, by
Fitch). The related Sub-Servicing Agreement shall provide that any Sub-Servicer
appointed 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 Serviced Loan Combination, except
that the Master Servicer shall be entitled to retain that portion of the Master
Servicing Fee for the Trust Mortgage Loan or REO Trust Mortgage Loan included in
the subject Loan Combination that accrues at a rate equal to 0.015% per annum.
Such Sub-Servicing Agreement shall also provide that such Sub-Servicer shall
agree to become the master servicer under a separate servicing agreement (as
contemplated by the related Co-Lender Agreement) in the event that the subject
Serviced Loan Combination is no longer to be serviced and administered
hereunder, which separate servicing agreement 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 subject Serviced Loan Combination
and the related Mortgaged Property shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. If any
Sub-Servicer appointed in accordance with this Section 7.01(d) shall at any time
resign or be terminated, then (subject to the related Co-Lender Agreement) the
Master Servicer shall be required to promptly appoint a substitute Sub-Servicer,
which appointment shall not result in an Adverse Rating Event with respect to
any Class of Certificates or, if any Serviced Loan Combination that includes one
or more Pari Passu Non-Trust Mortgage Loans is involved, any class of related
Serviced Pari Passu Non-Trust Mortgage Loan Securities rated by either Rating
Agency (and, if applicable, by Fitch) (as evidenced in a writing obtained by the
Master Servicer, at its own expense, from each Rating Agency (and, if
applicable, by Fitch)). In the event that a successor Master Servicer is acting
hereunder and such successor Master Servicer desires to terminate the
Sub-Servicer appointed under this Section 7.01(d), the terminated Master
Servicer that was responsible for the Event of Default that led to the
appointment of such Sub-Servicer shall be responsible for all costs incurred in
connection with such termination, including the payment of any termination fee.

          Further notwithstanding Section 7.01(b) and Section 7.04, if any Event
of Default on the part of the Special Servicer occurs that affects a Serviced
Non-Trust Mortgage Loan Noteholder, and the Special Servicer is not otherwise
terminated in accordance with Section 7.01(b), then such Serviced Non-Trust
Mortgage Loan Noteholder may require the Trustee to terminate the duties and
obligations of the Special Servicer with respect to the related Serviced Loan
Combination only, but as to no other Serviced Mortgage Loan; and, in such event,
subject to any applicable consultation rights of any particular related Serviced
Non-Trust Mortgage Loan Noteholder under the related Co-Lender Agreement, the
Controlling Class Representative shall appoint in accordance with Section 6.09
(or, in the event of the failure of the Controlling Class Representative to so
appoint, the Trustee shall appoint in accordance with Section 7.02), within 30
days of such Serviced Non-Trust Mortgage Loan Noteholder's


                                     -305-

<PAGE>

request, a replacement special servicer with respect to the subject Serviced
Loan Combination. In connection with the appointment of a replacement special
servicer with respect to the subject Serviced Loan Combination at the request of
a related Serviced Non-Trust Mortgage Loan Noteholder in accordance with this
Section 7.01(d), the Trustee shall obtain written confirmation from each Rating
Agency (and, if applicable, Fitch) that such appointment will not result in an
Adverse Rating Event with respect to any Class of Certificates or, if any
Serviced Loan Combination that includes one or more Pari Passu Non-Trust
Mortgage Loans is involved, any class of related Serviced Pari Passu Non-Trust
Mortgage Loan Securities rated by such Rating Agency (and, if applicable, by
Fitch) (such rating confirmation to be an expense of the terminated Special
Servicer or, if not paid thereby, an expense of the requesting Serviced
Non-Trust Mortgage Loan Noteholder). Any replacement special servicer appointed
at the request of a Serviced Non-Trust Mortgage Loan Noteholder in accordance
with this Section 7.01(d) shall be responsible for all duties, and shall be
entitled to all compensation, of the Special Servicer under this Agreement with
respect to the subject Serviced Loan Combination. Any replacement special
servicer appointed at the request of a Serviced Non-Trust Mortgage Loan
Noteholder in accordance with this Section 7.01(d) hereby agrees to become, upon
request, the special servicer under a separate servicing agreement (as
contemplated by the related Co-Lender Agreement) in the event that the subject
Serviced Loan Combination is no longer to be serviced and administered
hereunder, which separate servicing agreement 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 subject Serviced Loan Combination
and the related Mortgaged Property shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. If any
replacement special servicer appointed at the request of a Serviced Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d) shall at any
time resign or be terminated, then (subject to any applicable consultation
rights of any particular related Serviced Non-Trust Mortgage Loan Noteholder
under the related Co-Lender Agreement) the Controlling Class Representative in
accordance with Section 6.09 (or the Trustee in accordance with Section 7.02, if
the Controlling Class Representative fails to do so) shall be required to
promptly appoint a substitute replacement special servicer, which appointment
shall not result in an Adverse Rating Event (as evidenced in writing by each
Rating Agency (and, if applicable, Fitch)) with respect to any Class of
Certificates or, if any Serviced Loan Combination that includes one or more Pari
Passu Non-Trust Mortgage Loans is involved, any class of related Serviced Pari
Passu Non-Trust Mortgage Loan Securities rated by such Rating Agency (and, if
applicable, by Fitch).

          If a replacement special servicer is appointed with respect to a
Serviced Loan Combination at the request of a related Serviced Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d) (any such
replacement special servicer, a "Loan Combination-Specific Special Servicer"),
such that there are multiple parties acting as Special Servicer hereunder, then,
unless the context clearly requires otherwise: (i) when used in the context of
imposing duties and obligations on the Special Servicer hereunder or the
performance of such duties and obligations, the term "Special Servicer" shall
mean the related Loan Combination-Specific Special Servicer, insofar as such
duties and obligations relate to a Serviced Loan Combination as to which a Loan
Combination-Specific Special Servicer has been appointed, and shall mean the
General Special Servicer (as defined below), in all other cases (provided that,
in Section 3.13, Section 3.14 and Section 3.15, the term "Special Servicer"
shall mean each of the Loan Combination-Specific Special Servicer(s) and the
General Special Servicer); (ii) when used in the context of identifying the
recipient of any information, funds, documents, instruments and/or other items,
the term "Special Servicer" shall mean the related Loan Combination-Specific
Special Servicer, insofar as such information, funds, documents, instruments
and/or other items


                                     -306-

<PAGE>

relate to a Serviced Loan Combination as to which a Loan Combination-Specific
Special Servicer has been appointed, and shall mean the General Special
Servicer, in all other cases; (iii) when used in the context of granting the
Special Servicer the right to purchase Specially Serviced Trust Mortgage Loans
pursuant to Section 3.18, the term "Special Servicer" shall mean the related
Loan Combination-Specific Special Servicer, if such Specially Serviced Trust
Mortgage Loan is a Serviced Combination Trust Mortgage Loan as to which a Loan
Combination-Specific Special Servicer has been appointed, and shall mean the
General Special Servicer, in all other cases; (iv) when used in the context of
granting the Special Servicer the right to purchase all of the Trust Mortgage
Loans and any REO Properties remaining in the Trust Fund pursuant to Section
9.01, the term "Special Servicer" shall mean the General Special Servicer only;
(v) when used in the context of the Special Servicer being replaced, pursuant to
Section 6.09, by the Majority Controlling Class Certificateholder(s), the term
"Special Servicer" shall mean the General Special Servicer or any Loan
Combination-Specific Special Servicer, as applicable (provided that no Loan
Combination-Specific Special Servicer can be replaced by a Person that itself
had been replaced, pursuant to this Section 7.01(d), as the Special Servicer
with respect to the subject Loan Combination, and provided, further, that no
Loan Combination-Specific Special Servicer with respect to the Garden State
Plaza Loan Group or any related REO Property can be replaced pursuant to Section
6.09 without cause); (vi) when used in the context of granting the Special
Servicer any protections, limitations on liability, immunities and/or
indemnities hereunder, the term "Special Servicer" shall mean each of the Loan
Combination-Specific Special Servicer(s) and the General Special Servicer; and
(vii) when used in the context of requiring indemnification from, imposing
liability on, or exercising any remedies against, the Special Servicer for any
breach of a representation, warranty or covenant hereunder or for any
negligence, bad faith or willful misconduct in the performance of duties and
obligations hereunder or any negligent disregard of such duties and obligations
or otherwise holding the Special Servicer responsible for any of the foregoing,
the term "Special Servicer" shall mean the related Loan Combination-Specific
Special Servicer or the General Special Servicer, as applicable. References in
this Section 7.01(d) to "General Special Servicer" means the Person performing
the duties and obligations of special servicer with respect to the Mortgage Pool
(exclusive of each Serviced Loan Combination as to which a Loan
Combination-Specific Special Servicer has been appointed).

          In no event shall any waiver of an Event of Default pursuant to
Section 7.04 affect the rights of any Serviced Non-Trust Mortgage Loan
Noteholder under this Section 7.01(d).

          (e) Pursuant to the terms of the 666 Fifth Avenue Servicing Agreement,
if a 666 Fifth Avenue Event of Default has occurred with respect to the 666
Fifth Avenue Master Servicer or the 666 Fifth Avenue Special Servicer under the
666 Fifth Avenue Servicing Agreement and remains unremedied, then the Trustee
may, if materially and adversely affected in its capacity as holder of the 666
Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Trust Mortgage
Loan, to the fullest extent permitted by the 666 Fifth Avenue Servicing
Agreement, either (i) waive such 666 Fifth Avenue Event of Default (but only if
directed to do so in accordance with Section 7.04), or (ii) direct the
appropriate party under the 666 Fifth Avenue Servicing Agreement to require the
appointment of a sub-servicer to perform the duties of the defaulting 666 Fifth
Avenue Servicer with respect to the 666 Fifth Avenue Loan Pair or any related
REO Property or, alternatively, to terminate the defaulting 666 Fifth Avenue
Servicer and appoint a successor thereto with respect to the 666 Fifth Avenue
Loan Pair or any related REO Property. In such event, the Trustee may (and, at
the direction of the Controlling Class Representative or the Holders of
Certificates entitled to at least 25% of the Voting Rights, is required to)
exercise the rights set forth in clause (ii) of the preceding sentence as the
holder of the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO
Trust Mortgage Loan.


                                     -307-

<PAGE>

          SECTION 7.02. Trustee to Act; Appointment of Successor.

          On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be
the successor in all respects to the Master Servicer or the Special Servicer, as
the case may be, in its capacity as such under this Agreement and the
transactions set forth or provided for herein and shall have all (and the former
Master Servicer or the Special Servicer, as the case may be, shall cease to have
any) of the responsibilities, duties and liabilities of the Master Servicer or
the Special Servicer, as the case may be, arising thereafter, including, if the
Master Servicer is the resigning or terminated party, the Master Servicer's
obligation to make P&I Advances, including in connection with any termination of
the Master Servicer for an Event of Default described in clause 7.01(a)(iii),
the unmade P&I Advances that gave rise to such Event of Default; provided that
any failure to perform such duties or responsibilities caused by the Master
Servicer's or the Special Servicer's, as the case may be, failure to provide
information or monies required by Section 7.01 shall not be considered a default
by the Trustee hereunder. The Trustee shall not be liable for any of the
representations and warranties of the resigning or terminated party or for any
losses incurred by the resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee shall be entitled to all fees
and other compensation which the resigning or terminated party would have been
entitled to if the resigning or terminated party had continued to act hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act
as either Master Servicer or Special Servicer, as the case may be, or shall, if
it is unable to so act as either Master Servicer or Special Servicer, as the
case may be, or if the Trustee is not approved as a master servicer or a special
servicer, as the case may be, by any of the Rating Agencies, or if the Holders
of Certificates entitled to a majority of the Voting Rights so request in
writing to the Trustee, promptly appoint (subject, in the case of a resigning or
terminated Special Servicer, to any applicable non-binding consultation rights
of particular Serviced Non-Trust Mortgage Loan Noteholders under the related
Co-Lender Agreement), 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 Rating
Agency, such succession will not result in an Adverse Rating Event with respect
to any Class of Certificates or any class of Serviced Pari Passu Non-Trust
Mortgage Loan Securities rated by such Rating Agency, 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 Majority
Controlling Class Certificateholder(s) 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 Serviced Mortgage Loans and the
Administered REO Properties as it and such successor shall agree, subject to the
terms of this Agreement and/or the related Co-Lender Agreement limiting the use
of funds received in respect of a Serviced Loan Combination to matters related
to such Loan Combination; provided, however, that no


                                     -308-

<PAGE>

such compensation shall be in excess of that permitted the resigning or
terminated party hereunder. Such successor and the other parties hereto shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

          SECTION 7.03. Notification to Certificateholders.

          (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Serviced Non-Trust Mortgage 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 or 666 Fifth Avenue
Event of Default, the Trustee shall transmit by mail to the Depositor, all the
Certificateholders and the Rating Agencies notice of such occurrence, unless
such default shall have been cured.

          SECTION 7.04. Waiver of Events of Default and 666 Fifth Avenue 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 or any 666 Fifth Avenue Event of Default under the 666 Fifth Avenue
Servicing Agreement may waive such Event of Default or, to the extent it is
permitted to do so under the 666 Fifth Avenue Servicing Agreement, such 666
Fifth Avenue Event of Default, as the case may be; provided, however, that an
Event of Default under any of clauses (i), (ii), (iii), (x) and (xi) of Section
7.01(a) or any comparable 666 Fifth Avenue Event of Default may be waived only
by all of the Certificateholders of the affected Classes. Upon any such waiver
of an Event of Default or 666 Fifth Avenue Event of Default, such Event of
Default or, to the extent it is permitted to do so under the 666 Fifth Avenue
Servicing Agreement, such 666 Fifth Avenue Event of Default, as the case may be,
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder (except as otherwise provided in Section 7.01(d)). No such waiver
shall extend to any subsequent or other Event of Default or 666 Fifth Avenue
Event of Default, as the case may be, 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 or 666 Fifth
Avenue 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.

          SECTION 7.05. Additional Remedies of Trustee Upon Event of Default
                        or a 666 Fifth Avenue Event of Default.

          During the continuance of any Event of Default or 666 Fifth Avenue
Event of Default, so long as such Event of Default or 666 Fifth Avenue 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 any Serviced Non-Trust Mortgage Loan
Noteholder, to take all actions now or hereafter existing at law, in equity or
by statute to enforce its rights and remedies and


                                     -309-

<PAGE>

to protect the interests, and enforce the rights and remedies, of the
Certificateholders and the Serviced Non-Trust Mortgage 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 or 666 Fifth
Avenue Event of Default, as the case may be.


                                     -310-

<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

          SECTION 8.01. Duties of Trustee.

          (a) The Trustee, prior to the occurrence of an Event of Default or a
666 Fifth Avenue Event of Default and after the curing or waiver of all Events
of Default and 666 Fifth Avenue 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 or a 666 Fifth Avenue 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 that 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 or a 666 Fifth
     Avenue Event of Default, and after the curing of all such Events of Default
     and or 666 Fifth Avenue 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;


                                     -311-

<PAGE>

               (iii) The Trustee shall not be personally liable with respect to
     any action taken, suffered or omitted to be taken by it in good faith in
     accordance with the terms of this Agreement and the direction of the
     Controlling Class or Holders of Certificates entitled to at least 25% of
     the Voting Rights, relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Agreement or, as holder of
     the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Trust
     Mortgage Loan, under the 666 Fifth Avenue Co-Lender Agreement or the 666
     Fifth Avenue Servicing 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 or a 666 Fifth
     Avenue 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;


                                     -312-

<PAGE>

               (v) prior to the occurrence of an Event of Default or a 666 Fifth
     Avenue Event of Default hereunder and after the curing of all Events of
     Default and 666 Fifth Avenue 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, that if the payment
     within a reasonable time to the Trustee of the costs, expenses or
     liabilities likely to be incurred by it in the making of such investigation
     is, in the opinion of the Trustee, not reasonably assured to the Trustee by
     the security afforded to it by the terms of this Agreement, the Trustee may
     require reasonable indemnity against such expense or liability as a
     condition to taking any such action;

               (vi) the Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys; provided, however, that the Trustee shall remain
     responsible for all acts and omissions of such agents or attorneys within
     the scope of their employment to the same extent as it is responsible for
     its own actions and omissions hereunder; and

               (vii) the Trustee shall not be responsible for any act or
     omission of the Master Servicer or the Special Servicer (unless the Trustee
     is acting as Master Servicer or the Special Servicer) or the Depositor.

          SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                        Sufficiency of Certificates or Mortgage Loans.

          The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee and any 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 any Fiscal Agent, and neither the
Trustee nor any Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and any Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and any 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 Trust 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 any 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, any Fiscal Agent or any agent of the Trustee or any
Fiscal Agent, in its individual or any other capacity, may become the owner or
pledgee of Certificates with (except as


                                     -313-

<PAGE>

otherwise provided in the definition of "Certificateholder") the same rights it
would have if it were not the Trustee, such Fiscal Agent or such agent, as the
case may be.

          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
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 out of the Pool Custodial Account and the Collection Account (and, to the
extent that a Serviced Loan Combination or any related REO Property is affected,
by the Trust Fund and/or the related Serviced Non-Trust Mortgage Loan
Noteholder(s) out of the related Loan Combination Custodial Account) 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
regulations 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 an Advance (the
reimbursement of which has otherwise been provided for herein) or 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


                                     -314-

<PAGE>

willful misfeasance, bad faith or negligence on the part of the Trustee. The
provisions of this Section 8.05(d) shall survive any resignation or removal of
the Trustee and appointment of a successor trustee.

          SECTION 8.06. Eligibility Requirements for Trustee.

          (a) The Trustee hereunder shall at all times be a bank, a trust
company, an association or a corporation organized and doing business under the
laws of the United States of America or any state thereof or the District of
Columbia, authorized under such laws to exercise trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state banking authority. If such bank, trust company,
association or corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this section the combined capital and
surplus of such bank, trust company, association or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Trustee shall at all times maintain a long-term
unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the
Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3"
from Moody's, or (b) in the case of either Rating Agency, (i) "A-" from S&P and
"A3" from Moody's, if a Fiscal Agent meeting the requirements of Section 8.17(a)
is then currently acting in such capacity, or (ii) such other rating as shall
not result in an Adverse Rating Event with respect to any Class of Certificates,
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 the Trustee shall not be required to
resign due to the existence of an affiliation described in the last sentence of
this Section 8.06 until such time as it has actual knowledge or receives written
notice of the existence of such affiliation; and provided, further, 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 with
respect to any Class of Certificates, 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. Notwithstanding the foregoing, except
to the extent permitted or required by Section 7.02, the Trustee shall not be an
"affiliate" (as such term is defined in Section III of PTE 2000-58) of the
Master Servicer, the Special Servicer, any Sub-Servicer, any 666 Fifth Avenue
Servicer, the Depositor, or any obligor with respect to Trust Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of the
Mortgage Pool as of the Closing Date or any "affiliate" (as such term is defined
in Section III of PTE 2000-58) of any such Person.

          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


                                     -315-

<PAGE>

Certificateholders and all Serviced Non-Trust Mortgage 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 Serviced
Non-Trust Mortgage 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 after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders by the successor trustee so appointed.

          (c) The Holders of Certificates entitled to at least 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 Serviced Non-Trust Mortgage 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 (as among the parties hereto) in and to the
Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be
terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent).


                                     -316-

<PAGE>

          (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.

          (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 Serviced Non-Trust Mortgage Loan
Noteholders.

          SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.

          Any entity into which the Trustee or any Fiscal Agent may be merged or
converted, or with which the Trustee or any Fiscal Agent may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Trustee or any 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 such 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


                                     -317-

<PAGE>

deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to vest
in such Person or Persons, in such capacity, such title to the Trust Fund, or
any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicer and
the Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

          (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

          (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

          (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts vested
therein pursuant to the applicable instrument of appointment and this Section
8.10, shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

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

          SECTION 8.11. Appointment of Custodians.

          The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such


                                     -318-

<PAGE>

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)
may provide that the related Custodian will be entitled to be indemnified out of
the assets of the Trust Fund in connection with losses arising from the
performance by such Custodian of its duties in accordance with the provisions of
the related custodial agreement if and to the extent such indemnification would
be permitted under Section 8.05(b) with respect to agents of the Trustee. 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. Any
engagement of a third party to act as Custodian with respect to the Mortgage
File or any portion thereof with respect to a Serviced Loan Combination shall be
subject to any relevant provisions of the related Co-Lender Agreement.

          SECTION 8.12. Appointment of Authenticating Agents.

          (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable 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.


                                     -319-

<PAGE>

          (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 Certificate Registrar, 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, the Certificate Registrar and the Depositor. Upon receiving a
notice of such a resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.12, the Trustee may appoint a successor
Authenticating Agent, in which case the Trustee shall give written notice of
such appointment to the Master Servicer, the Certificate Registrar and the
Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.

          SECTION 8.13. Appointment of Tax Administrators.

          (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

          (b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without 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 Certificate Registrar, 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, the Certificate Registrar 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


                                     -320-

<PAGE>

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 or Certificate Owner, access to any documentation regarding
the Trust Mortgage Loans within its control that may be required to be provided
by this Agreement or by applicable law. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business
hours at the offices of the Trustee designated by it.

          (b) The Trustee shall maintain in its possession and, upon reasonable
prior written request and during normal business hours, shall make available at
its offices for review by the Depositor, the Rating Agencies, the Serviced
Non-Trust Mortgage Loan Noteholders and their respective designees, the
Controlling Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items: (i) the Prospectus, any private placement
memorandum and any other disclosure document relating to the Certificates, in
the form most recently provided to the Trustee by the Depositor or by any Person
designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement
delivered to the Trustee since the Closing Date and any amendments hereto or
thereto; (iii) all Certificateholder Reports made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Performance Certifications delivered by the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by or on behalf of the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (vi) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied; (vii)
each of the Mortgage Files, including any and all modifications, extensions,
waivers and amendments of the terms of a Trust Mortgage Loan or Serviced
Non-Trust Mortgage Loan entered into or consented to by the Special Servicer and
delivered to the Trustee pursuant to Section 3.20; (viii) the most recent
appraisal for each Mortgaged Property and REO Property that has been delivered
to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged
Property or REO Property to be delivered to the Trustee by the Master Servicer
or Special Servicer, as applicable, promptly following its having been
obtained); (ix) any and all Officer's Certificates and other evidence delivered
to or by the Trustee to support its, the Master Servicer's, the Special
Servicer's or any 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), Section
6.12(a), Section 6.13(a) or Section 6.14(a); (xi) any exception report prepared
by the Trustee pursuant to Section 2.02(b); (xii) all notices of a breach of
representation and warranty given by or received by the Trustee with respect to
any party hereto; and (xiii) any Officer's Certificate delivered to the Trustee
by the Special Servicer in connection


                                     -321-

<PAGE>

with a Final Recovery Determination pursuant to Section 3.09(h); and (xiv) any
and all reports, statements and other written or electronic information relating
to the 666 Fifth Avenue Trust Mortgage Loan, the 666 Fifth Avenue Mortgaged
Property and/or the borrower under the 666 Fifth Avenue Trust Mortgage Loan, to
the extent such items were received by the Master Servicer from the 666 Fifth
Avenue Master Servicer or the 666 Fifth Avenue Trustee and delivered to the
Trustee 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.

          (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 2004 (and with respect to
any  subsequent  fiscal  year  for the  Trust,  if as of the  beginning  of such
subsequent  fiscal year, the Registered  Certificates  are held (directly or, in
the  case of  Registered  Certificates  held in  book-entry  form,  through  the
Depository)  by at least  300  Holders  and/or  Depository  Participants  having
accounts with the Depository), the Trustee shall:

               (i) during such fiscal year, in accordance with the Exchange Act,
     the rules and regulations  promulgated thereunder and applicable "no-action
     letters" issued by the


                                     -322-

<PAGE>

     Commission, prepare for filing, execute and properly and timely file with
     the Commission monthly, with respect to the Trust, a Current Report on Form
     8-K with copies of the Distribution Date Statements (exclusive of the CMSA
     Bond Level File and the CMSA Collateral Summary File) and, to the extent
     delivered to the Trustee, such other servicing information identified by
     the Master Servicer or the Special Servicer, in writing, to be filed with
     the Commission (such other servicing information, the "Additional
     Designated Servicing Information");

               (ii) during such fiscal year, (A) monitor for and promptly notify
     the Depositor of the occurrence or existence of any of the matters
     identified in Section 11.11(a) and/or Section 8.15(b) (in each case to the
     extent that a Responsible Officer of the Trustee has actual knowledge
     thereof), (B) cooperate with the Depositor in obtaining all necessary
     information in order to prepare a Current Report on Form 8-K reporting any
     such matter in accordance with the Exchange Act, the rules and regulations
     promulgated thereunder and applicable "no-action letters" issued by the
     Commission, and (C) prepare for filing, execute and promptly file with the
     Commission a Current Report on Form 8-K disclosing any such matter;

               (iii) at the reasonable request of, and in accordance with the
     reasonable directions of, the Certifying Party (as defined in Section
     8.15(d)), prepare for filing, execute and promptly file with the Commission
     an amendment to any Current Report on Form 8-K previously filed with the
     Commission with respect to the Trust; and

               (iv) within 90 days following the end of such fiscal year,
     prepare and properly and timely file with the Commission, with respect to
     the Trust, an Annual Report on Form 10-K, which complies in all material
     respects with the requirements of the Exchange Act, the rules and
     regulations promulgated thereunder and applicable "no-action letters"
     issued by the Commission;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within fifteen (15) days
following the Closing Date) a Current Report on Form 8-K reporting the
establishment of the Trust and whereby this Agreement is filed as an exhibit.
Each of the other parties to this Agreement shall deliver to the Trustee in the
format required (or readily convertible into the format required) for electronic
filing via the EDGAR system, any and all items (including, in the case of the
Master Servicer and the Special Servicer, all Additional Designated Servicing
Information delivered to the Trustee) contemplated to be filed with the
Commission pursuant to this Section 8.15(a).

          All Current Reports on Form 8-K and Annual Reports on Form 10-K that
are to be filed with respect to the Trust pursuant to this Section 8.15(a)
(collectively, including the exhibits thereto, the "Exchange Act Reports"),
exclusive of the initial Current Report on Form 8-K contemplated by clause (y)
of the proviso to the first sentence of the preceding paragraph, which is to be
executed by the Depositor, are (together with the exhibits thereto) herein
referred to as the "Subsequent Exchange Act Reports". The Trustee shall have no
liability to the Certificateholders or the Trust with respect to any failure to
properly prepare or file any of the Subsequent Exchange Act Reports to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.


                                     -323-

<PAGE>

          (b) At all times during the Trust's fiscal year 2004 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, at all times during
such other fiscal year), the Trustee shall monitor for the occurrence or
existence of any of the following matters:

               (i) any failure of the Trustee to make any monthly distributions
     to the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the Distribution Date Statements 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 Trust
     Mortgage Loan or an REO Property (or, in the case of any 666 Fifth Avenue
     REO Property, any interest therein), which acquisition or disposition has
     not otherwise been reflected in the Distribution Date Statements 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, Trust
     Mortgage Loans and REO Properties (or, in the case of any 666 Fifth Avenue
     REO Property, any interest therein)), other than in the normal course of
     business, which acquisition or disposition has not otherwise been reflected
     in the Distribution Date Statements filed with the Commission or has not
     otherwise been reported to the Depositor pursuant to any other section of
     this Agreement;

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

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

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

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

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited (except where the Trustee received information regarding
such proceeding from the Master Servicer or the Special Servicer pursuant to the
next paragraph) to circumstances where it would be reasonable for the Trustee to
identify such property as an asset of, or as securing an asset of, the Trust or
such threatened proceedings as concerning the Trust and (2) no Responsible
Officer of the Trustee shall be deemed to have actual knowledge of the matters


                                     -324-

<PAGE>

described in clauses (vi) and (vii) of this Section 8.15(b) unless (x) any such
matter contemplated in clause (vi) occurred or related specifically to the Trust
or (y) such Responsible Officer was notified in a written instrument addressed
to it.

          Further, each other party to this agreement shall promptly notify the
Trustee of the occurrence or existence of any of the forgoing matters in this
Section 8.15(b) of which a Servicing Officer (in the case of the Master Servicer
or the Special Servicer), a Responsible Officer (in the case of any Fiscal
Agent) or a senior officer (in the case of the Depositor) thereof has actual
knowledge.

          (c) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2004), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Trustee shall, in accordance with the Exchange
Act and the rules and regulations promulgated thereunder, timely file a Form 15
with respect to the Trust suspending all reporting requirements under the
Exchange Act.

          (d) As and to the extent required by the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification as complies in form and substance with the Sarbanes-Oxley Act
and the rules and regulations promulgated thereunder (such certification, the
"Sarbanes-Oxley Certification"; any party hereto whose officer is to sign, in
accordance with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder, any Sarbanes-Oxley Certification with respect to the Trust, a
"Certifying Party"; and any officer who is to sign, in accordance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, any
Sarbanes-Oxley Certification, a "Certifying Officer"). Upon request of any
Rating Agency, the Trustee shall deliver a copy of such Sarbanes-Oxley
Certification to such Rating Agency.

          (e) Any of the Depositor, the Trustee or the Master Servicer may be
the Certifying Party with respect to a Sarbanes-Oxley Certification filed as
part of an Annual Report on Form 10-K relating to the Trust; provided that no
officer of either the Trustee or the Master Servicer shall be responsible for
being the sole signatory of any Sarbanes-Oxley Certification to be filed in
connection with the Trust. In connection with the filing of any Annual Report on
Form 10-K with respect to the Trust as contemplated by Section 8.15(a), the
Certifying Party shall, no later than 10 days prior to the date on which the
Trustee has indicated its intention to file such report, cause its Certifying
Officer to execute and deliver to the Trustee, with respect to the Trust, for
filing with such Annual Report on Form 10-K, the Sarbanes-Oxley Certification
that is to be included as part of such Annual Report on Form 10-K.

          (f) No later than five (5) Business Days (or, in the case of an Annual
Report on Form 10-K, 20 days) prior to any filing of a Subsequent Exchange Act
Report that is to be made with respect to the Trust as contemplated by Section
8.15(a), the Trustee shall deliver a copy of such report, together with all
exhibits thereto, for review by the Depositor and the Special Servicer. Promptly
upon receipt of any such report and the accompanying exhibits, the Depositor and
the Special Servicer shall promptly (and in any event within two (2) Business
Days) review such report and the accompanying exhibits and notify the Trustee of
any material misstatements or omissions relating thereto that come to its
attention, which material misstatements or omissions the Trustee shall correct
(with written evidence of such


                                     -325-

<PAGE>

correction to be sent to the Depositor, the Master Servicer and the Special
Servicer) prior to the filing of such report and the accompanying exhibits.

          (g) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Trustee is to be the Certifying Party,
the Trustee shall cause the appropriate officer of the Trustee (i.e., the
officer thereof that would have qualified as a Certifying Officer) to execute
and deliver to each Certifying Party and Certifying Officer a certification (a
"Trustee Backup Certification"), which Trustee Backup Certification shall be in
the form of Exhibit P attached hereto. The Trustee shall indemnify and hold
harmless each Certifying Party and Certifying Officer to whom it delivers any
Trustee Backup Certification for all losses, liabilities, claims, damages, costs
and expenses (including reasonable attorneys' fees and expenses) resulting from
a breach of any certification made in such Trustee Backup Certification, as well
as any other losses, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer, as the case may be, in connection with the execution and delivery of
the subject Sarbanes-Oxley Certification resulting from the negligence, bad
faith or willful misfeasance of the Trustee in connection with the performance
by the Trustee of its duties hereunder.

          (h) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Master Servicer is to be the Certifying
Party, the Master Servicer shall cause the appropriate officer of the Master
Servicer (i.e., the officer thereof that would have qualified as a Certifying
Party) to execute and deliver to each Certifying Party and Certifying Officer a
certification (a "Master Servicer Backup Certification"), which Master Servicer
Backup Certification shall be in the form of Exhibit Q attached hereto and shall
cover all of the Trust Mortgage Loans and REO Properties (including the 666
Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Property, to the
extent required in accordance with the penultimate paragraph of Exhibit Q). In
addition, within the time periods set forth in the related Co-Lender Agreement
(or, if no such time periods are set forth therein, by March 20 of any calendar
year in which any Annual Report on Form 10-K is to be filed with respect to the
related securitization trust), the Master Servicer shall execute and deliver to
each depositor, trustee and/or other certifying party and certifying officer
executing a Sarbanes-Oxley Certification in connection with the securitization
of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or a Garden State Plaza
Non-Trust Mortgage Loan, a master servicer backup certification covering, as
applicable, the Garden State Plaza Non-Trust Mortgage Loans and/or the Two Penn
Plaza Pari Passu Non-Trust Mortgage Loan (and that may be relied on by each such
party to which it is delivered), which master servicer backup certification will
be substantially similar to the Master Servicer Backup Certification and will
cover only the subject Serviced Pari Passu Non-Trust Mortgage Loan. The Master
Servicer shall indemnify and hold harmless each Certifying Party and Certifying
Officer to whom it delivers any Master Servicer Backup Certification for all
losses, liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) resulting from a breach of any certification made
in such Master Servicer Backup Certification, as well as any other losses,
claims, damages, costs and expenses (including reasonable attorneys' fees and
expenses) incurred by such Certifying Party or Certifying Officer, as the case
may be, in connection with the execution and delivery of the subject
Sarbanes-Oxley Certification, in each case, resulting from the negligence, bad
faith or willful misfeasance of the Master Servicer in connection with the
performance by the Master Servicer of its duties hereunder.


                                     -326-

<PAGE>

          (i) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K (but no earlier
than March 20 of the year in which such Annual Report on From 10-K is to be
filed) with respect to the Trust, the Special Servicer shall cause the
appropriate officer of the Special Servicer (i.e., the officer thereof that
would have qualified as a Certifying Party) to execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Special Servicer
Backup Certification"), which Special Servicer Backup Certification shall be in
the form of Exhibit R attached hereto and shall cover all of the Specially
Serviced Trust Mortgage Loans and Administered REO Properties (together with the
666 Fifth Avenue Trust Mortgage Loan (if then specially serviced under the 666
Fifth Avenue Servicing Agreement) or any 666 Fifth Avenue REO Property if the
Special Servicer is, is an Affiliate of, or receives a comparable certification
relating thereto from, the 666 Fifth Avenue Special Servicer). In addition,
within the time periods set forth in the related Co-Lender Agreement (or, if no
such time periods are set forth therein, by March 20 of any calendar year in
which any Annual Report on Form 10-K is to be filed with respect to the related
securitization trust), the Special Servicer shall execute and deliver to each
depositor, trustee and/or other certifying party and certifying officer
executing a Sarbanes-Oxley Certification in connection with the securitization
of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or a Garden State Plaza
Non-Trust Mortgage Loan, a special servicer backup certification covering, as
applicable, the Garden State Plaza Non-Trust Mortgage Loans and/or the Two Penn
Plaza Pari Passu Non-Trust Mortgage Loan (and that may be relied on by each such
party to which it is delivered), which special servicer backup certification
will be substantially similar to the Special Servicer Backup Certification and
will cover only the subject Serviced Pari Passu Non-Trust Mortgage Loan. The
Special Servicer shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Special Servicer Backup Certification
for all losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) resulting from a breach of any
certification made in such Special Servicer Backup Certification, as well as any
other losses, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer, as the case may be, in connection with the execution and delivery of
the subject Sarbanes-Oxley Certification resulting from the negligence, bad
faith or willful misfeasance of the Special Servicer in connection with the
performance by the Special Servicer of its duties hereunder.

          (j) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file the Annual Report on Form 10-K with respect to
the Trust for fiscal year 2004, unless the Depositor is to be the Certifying
Party, the Depositor shall cause an officer of the Depositor to execute and
deliver to each Certifying Party and Certifying Officer a certification (a
"Depositor Backup Certification"), which Depositor Backup Certification shall be
in a form mutually acceptable to the Certifying Party and the Depositor. The
Depositor shall indemnify and hold harmless each Certifying Party and Certifying
Officer to whom it delivers any Depositor Backup Certification for any and all
losses, liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer resulting from a breach of any certification made in such Depositor
Backup Certification.

          (k) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Party or Certifying Officer in
connection with such Person's attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any
Sarbanes-Oxley Certification or portion thereof with respect to the Trust.


                                     -327-

<PAGE>

          (l) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this Agreement, the respective parties hereto shall deliver to the Trustee, not
more than 60 days following the end of such fiscal year, any items required to
be delivered by such party that are to be an exhibit to such Annual Report on
Form 10-K.

          (m) In the event the parties to this Agreement desire to further
clarify or amend any provision of this Section 8.15, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Section 8.15 pursuant to Section 11.01, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder or any Serviced Non-Trust Mortgage Loan Noteholder; provided
that no such amendment shall diminish the filing requirements under this Section
8.15 on the part of the parties to this Agreement, as a collective whole, in
contravention of applicable law. In any event, references to Current Report on
Form 8-K and Annual Report on Form 10-K shall each be deemed to refer to any
replacement form adopted under applicable law to effect the filings with the
Commission contemplated by this Section 8.15.

          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 Serviced Non-Trust Mortgage 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.


                                     -328-

<PAGE>

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

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

               (ix) The Trustee is an "Institutional Lender/Owner" within the
     meaning of each of the Garden State Plaza Co-Lender Agreement, the Two Penn
     Plaza Co-Lender Agreement, the Tower Square Co-Lender Agreement and the 666
     Fifth Avenue Co-Lender Agreement.

               (x) 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.

          (b) 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. Appointment of Fiscal Agent.

          (a) Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may appoint, at the Trustee's own
expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any Fiscal Agent


                                     -329-

<PAGE>

shall at all times maintain a long-term unsecured debt rating of no less than
"Aa3" from Moody's and "AA-" from 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 Rated Certificates (as confirmed in writing to the Trustee and the
Depositor by such Rating Agency)). Any Person so appointed by the Trustee
pursuant to this Section 8.17(a) shall become the Fiscal Agent on the date as of
which the Trustee and the Depositor have received: (i) if the long-term
unsecured debt of the designated Person is not rated at least "Aa3" by Moody's
and "AA-" by S&P, written confirmation from each Rating Agency that the
appointment of such designated Person will not result in an Adverse Rating Event
with respect to any Class of Certificates; (ii) a written agreement whereby the
designated Person is appointed as, and agrees to assume and perform the duties
of, Fiscal Agent hereunder, executed by such designated Person and the Trustee
(such agreement, the "Fiscal Agent Agreement"); and (iii) an Opinion of Counsel
(which shall be paid for by the designated Person or the Trustee) substantially
to the effect that (A) the appointment of the designated Person to serve as
Fiscal Agent is in compliance with this Section 8.17, (B) the designated Person
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (C) the related Fiscal Agent Agreement has
been duly authorized, executed and delivered by the designated Person and (D)
upon execution and delivery of the related Fiscal Agent Agreement, the
designated Person shall be bound by the terms of this Agreement and, subject to
customary bankruptcy and insolvency exceptions and customary equity exceptions,
that this Agreement shall be enforceable against the designated Person in
accordance with its terms. Any Person that acts as Fiscal Agent shall, for so
long as it so acts, be deemed a party to this Agreement for all purposes hereof.
Pursuant to the related Fiscal Agent Agreement, each Fiscal Agent, if any, shall
make representations and warranties with respect to itself that are comparable
to those made by the Trustee pursuant to Section 8.16(a)(i) - (viii).

          (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, any
Fiscal Agent (if any) shall make such Advance when and as required by the terms
of this Agreement on behalf the Trustee as if such Fiscal Agent were the Trustee
hereunder. To the extent that any Fiscal Agent (if any) makes an Advance
pursuant to this Section 8.17 or otherwise pursuant to this Agreement, the
obligations of the Trustee under this Agreement in respect of such Advance shall
be satisfied.

          (c) Notwithstanding anything contained in this Agreement to the
contrary, any Fiscal Agent shall be entitled to all limitations on liability,
rights of reimbursement and indemnities to which the Trustee is entitled
hereunder (including pursuant to Sections 8.05(b) and 8.05(c)) as if it were the
Trustee, except that all fees and expenses of any Fiscal Agent (other than
interest owed to such Fiscal Agent in respect of unreimbursed Advances) incurred
by such Fiscal Agent in connection with the transactions contemplated by this
Agreement shall be borne by the Trustee, and neither the Trustee nor such Fiscal
Agent shall be entitled to reimbursement therefor from any of the Trust, the
Depositor, the Master Servicer or the Special Servicer.

          (d) The obligations of any 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 shall act as Trustee hereunder. Any 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 any Fiscal Agent shall be deemed to
have resigned at such time as the Trustee that appointed it resigns or is
removed as Trustee hereunder (in which case the


                                     -330-

<PAGE>

responsibility for appointing a successor Fiscal Agent in accordance with
Section 8.17(a) shall belong to the successor Trustee insofar as such
appointment is necessary for such successor Trustee to satisfy the eligibility
requirements of Section 8.06).

          (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders in
writing of the appointment, resignation or removal of any Fiscal Agent.


                                     -331-

<PAGE>

                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust
                        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, any 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 the Trust Mortgage Loans and
each REO Property remaining in the Trust Fund at a price equal to (1) the sum
(x) of the aggregate Purchase Price of all the Trust Mortgage Loans and (y) the
aggregate Appraised Values of any REO Properties then included in the Trust
Fund, minus (2) if the purchaser is the Master Servicer or the Special Servicer,
the aggregate amount of unreimbursed Advances made by such Person, together with
any interest accrued and payable to such Person in respect of unreimbursed
Advances in accordance with Section 3.11(g) and, in the case of the Master
Servicer, Section 4.03(d), and any unpaid servicing compensation remaining
outstanding and payable thereto (which items shall be deemed to have been paid
or reimbursed to the Master Servicer or the Special Servicer, as the case may
be, in connection with such purchase), (B) the exchange by all the
Certificateholders of all the Certificates for all the Trust Mortgage Loans and
each REO Property remaining in the Trust Fund in the manner set forth below in
this Section 9.01 and (C) the final payment or other liquidation (or any advance
with respect thereto) of the last Trust Mortgage Loan or REO Property remaining
in the Trust Fund; and (ii) to the Trustee, any 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 Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that (i) the
aggregate Stated Principal Balance of the Mortgage Pool at the time of such
election is less than 1.0% of the Initial Pool Balance set forth in the
Preliminary Statement, and (ii) no such Person shall have the right to effect
such a purchase if, within 30 days following its delivery of a notice of
election pursuant to this paragraph, any other such Person with a higher
priority shall give notice of its election to purchase all of the Trust Mortgage
Loans and each REO Property remaining in the Trust Fund and shall thereafter
effect such purchase in accordance with the terms hereof. If the Trust Fund is
to be terminated in connection with


                                     -332-

<PAGE>

the Master Servicer's, the Special Servicer's, a Controlling Class
Certificateholder's, Lehman Brothers' or the Depositor's purchase of all of the
Trust Mortgage Loans and each REO Property remaining in the Trust Fund, the
Master Servicer, the Special Servicer, such Controlling Class Certificateholder,
Lehman Brothers or the Depositor, as applicable, shall deliver to the Trustee
not later than the fifth Business Day preceding the Distribution Date on which
the final distribution on the Certificates is to occur: (x) for deposit in the
Pool Custodial Account, an amount in immediately available funds equal to the
above-described purchase price (provided, however, that if any REO Property
relating to a Serviced Loan Combination is being purchased pursuant to the
foregoing, the portion of the above-described purchase price allocable to such
REO Property shall initially be deposited into the related Loan Combination
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, on the Trust Master Servicer Remittance
Date immediately preceding the Final Distribution Date, the Master Servicer
shall transfer to the Collection Account all amounts required to be transferred
thereto on such Trust 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, 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 Trust 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 Trust 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;
provided that, if any Trust Mortgage Loan purchased pursuant to this Section
9.01 is a Serviced Combination Trust Mortgage Loan, then 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. Any
transfer of Trust Mortgage Loans pursuant to this paragraph, except in the case
of the Garden State Plaza Trust Mortgage Loan, the 666 Fifth Avenue Trust
Mortgage Loan, the Two Penn Plaza Trust Mortgage Loan or the Tower Square Trust
Mortgage Loan, shall be on a servicing-released basis.

          Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Non-Trust Mortgage 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 Trust Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (b) otherwise during the month of such final distribution on
or before the eighth day of such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.


                                     -333-

<PAGE>

          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, up to the Available Distribution
Amount for the Final Distribution Date, shall be allocated 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
     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 make distributions of principal to the Holders of the
     respective Classes of the 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 reimburse the Holders of the respective Classes of Class
     A Certificates, up to an amount equal to, and on a pro rata basis in
     accordance with, the Loss Reimbursement Amount with respect to each such
     Class of Certificates for the Final Distribution Date;

               (iv) 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 the Class B Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (v) to make 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 reimburse the Holders of the Class B Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to the Class
     B Certificates for the Final Distribution Date;

               (vii) 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 the Class C Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (viii) to make 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 reimburse the Holders of the Class C Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to the Class
     C Certificates for the Final Distribution Date;


                                     -334-

<PAGE>

               (x) 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 the Class D Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

               (xi) to make 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 reimburse the Holders of the Class D Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to the Class
     D Certificates for the Final Distribution Date;

               (xiii) 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 the Class E Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xiv) to make 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 reimburse the Holders of the Class E Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to the Class
     E Certificates for the Final Distribution Date;

               (xvi) 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 the Class F Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xvii) to make 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 reimburse the Holders of the Class F Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to the
     Class F Certificates for the Final Distribution Date;

               (xix) 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 the Class G Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xx) to make 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;


                                     -335-

<PAGE>

               (xxi) to reimburse the Holders of the Class G Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to the Class
     G Certificates for the Final Distribution Date;

               (xxii) 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 the Class H Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xxiii) to make 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 reimburse the Holders of the Class H Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to the
     Class H Certificates for the Final Distribution Date;

               (xxv) 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 the Class J Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xxvi) to make 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 reimburse the Holders of the Class J Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to the
     Class J Certificates for the Final Distribution Date;

               (xxviii) 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 the Class K Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xxix) to make 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 reimburse the Holders of the Class K Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to the Class
     K Certificates for the Final Distribution Date;

               (xxxi) 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 the Class L Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;


                                     -336-

<PAGE>

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

               (xxxiii) to reimburse the Holders of the Class L Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to the
     Class L Certificates for the Final Distribution Date;

               (xxxiv) 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 the Class M Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xxxv) to make 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 reimburse to the Holders of the Class M Certificates,
     up to an amount equal to the Loss Reimbursement Amount with respect to the
     Class M Certificates for the Final Distribution Date;

               (xxxvii) 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 the Class N Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xxxviii) to make 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 reimburse the Holders of the Class N Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to the
     Class N Certificates for the Final Distribution Date;

               (xl) 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 the Class P Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xli) to make 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 reimburse to the Holders of the Class P Certificates,
     up to an amount equal to the Loss Reimbursement Amount with respect to the
     Class P Certificates for the Final Distribution Date;


                                     -337-

<PAGE>

               (xliii) 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 the Class Q Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xliv) to make 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 reimburse to the Holders of the Class Q Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to the
     Class Q Certificates for the Final Distribution Date;

               (xlvi) 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 the Class S Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (xlvii) to make 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 reimburse the Holders of the Class S Certificates, up
     to an amount equal to the Loss Reimbursement Amount with respect to the
     Class S Certificates for the Final Distribution Date;

               (xlix) 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 the Class T Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

               (l) to make 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 reimburse the Holders of the Class T Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to the Class
     T Certificates for the Final Distribution Date;

               (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


                                     -338-

<PAGE>

     of Net Prepayment Consideration) deemed made in respect of the REMIC I
     Regular Interests on such Distribution Date pursuant to Section 4.01(k),
     over (B) the aggregate distributions (other than distributions of Net
     Prepayment Consideration) deemed made in respect of the REMIC II Regular
     Interests on such Distribution Date pursuant to Section 4.01(j);

               (liv) to make distributions to the Holders of the Class R-LR
     Certificates, up to an amount equal to the excess, if any, of (A) that
     portion of the Available Distribution Amount for such Distribution Date
     that is allocable to the Early Defeasance Trust Mortgage Loans and/or any
     related REO Properties, over (B) the aggregate distributions (other than
     distributions of Net Prepayment Consideration) deemed made in respect of
     the Loan REMIC Regular Interests on such Distribution Date pursuant to
     Section 4.01(l); and

               (lv) to make distributions to the Holders of the Class R-I
     Certificates, up to an amount equal to the balance, if any, of the
     Available Distribution Amount for the Final Distribution Date remaining
     after the distributions to be made on such Distribution Date pursuant to
     clauses (i) through (liv) above.

          All distributions of interest made in respect of the Class X
Certificates on the Final Distribution Date pursuant to clause (i) of the
preceding paragraph, 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, Yield Maintenance Charges and Excess
Defeasance Deposit Proceeds on deposit in the Collection Account as of the Final
Distribution Date (net of any Workout Fees and/or Liquidation Fees payable
therefrom) shall be distributed among the Holders of the Class X, Class A-1,
Class A-2, Class A-3, Class A-4, Class A-1b, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J and/or Class K Certificates in accordance
with Section 4.01(c).

          Any amounts representing Additional Interest on deposit in the
Collection Account as of the Final Distribution Date shall be distributed to the
Holders of the Class V Certificates in accordance with Section 4.01(d).

          Any Loss of Value Payments on deposit in the Collection Account as of
the Final Distribution Date, which Loss of Value Payments were transferred to
the Collection Account from the Loss of Value Reserve Fund on the immediately
preceding Trust Master Servicer Remittance Date in accordance with Section
3.05(e), shall be distributed to the Holders of the Class R-III Certificates in
accordance with Section 4.01(d), to the extent not otherwise included in the
Available Distribution Amount for the Final Distribution Date.

          Any funds not distributed to any Holder or Holders of Certificates of
any Class on the Final 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


                                     -339-

<PAGE>

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 the respective Loan REMICs to REMIC I on the various Loan REMIC Regular
Interests in accordance with Section 4.01(l) (to the extent of the funds so
distributed that were Received by the Trust with respect to any Early Defeasance
Trust Mortgage Loan or related REO Property), then from REMIC I to REMIC II on
the various REMIC I Regular Interests in accordance with Section 4.01(k) and
then from REMIC II to REMIC III on the various REMIC II Regular Interests in
accordance with Section 4.01(j).

          SECTION 9.02. Additional Termination Requirements.

          (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as
provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool)
shall be terminated in accordance with the following additional requirements,
unless the Person effecting such purchase obtains at its own expense and
delivers to the Trustee and the Tax Administrator, an Opinion of Counsel,
addressed to the Trustee and the Tax Administrator, to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 9.02
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event:

               (i) the Tax Administrator shall specify the first day in the
     90-day liquidation period in a statement attached to the final Tax Return
     for each REMIC Pool pursuant to Treasury regulations 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 Trust Mortgage Loans and REO Property remaining in the
     Trust Fund;

               (ii) during such 90-day liquidation period and at or prior to the
     time of making of the final payment on the Certificates, the Trustee shall
     sell all of the assets of REMIC I and the Loan REMICs to the Master
     Servicer, Lehman Brothers, the purchasing Controlling Class
     Certificateholder, the Special Servicer or the Depositor, as applicable,
     for cash; and

               (iii) at the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Certificateholders in accordance with
     Section 9.01 all cash on hand (other than cash retained to meet claims),
     and each REMIC Pool shall terminate at that time.


                                     -340-

<PAGE>

          The foregoing requirements of this Section 9.02 shall apply, mutatis
mutandis, to the repurchase of an Early Defeasance Trust Mortgage Loan and
liquidation of the related Loan REMIC if the defeasance proceeds are less than
the Purchase Price of the Early Defeasance Trust Mortgage Loan, the Mortgagor
notifies the Master Servicer of its intent to partially defease the Early
Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral
that does not constitute a cash amount equal to or greater than the Purchase
Price of the Early Defeasance Trust Mortgage Loan, under the circumstances
described in Sections 2.03(i) and 2.03(j).

          (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. 666 Fifth Avenue REO Property.

          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 666 Fifth
Avenue REO Property and such rights shall be taken into account in calculating
the purchase price payable under Section 9.01 for the purchase of assets out of
the Trust Fund.


                                     -341-

<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 the Class X 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. The
related Loan REMIC Regular Interest is hereby designated as a "regular interest"
(within the meaning of Section 860G(a)(1) of the Code), and the Class R-LR
Certificates will evidence the single class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code, in each Loan REMIC. 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 any REMIC Pool
(within the meaning of Treasury regulations 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 regulations section 1.860G-1(a)(4)(iii),
the related Legal Final Distribution Date has been designated the "latest
possible maturity date" of each Loan REMIC Regular Interest, each REMIC I
Regular Interest, each REMIC II Regular Interest and each Class of Regular
Interest Certificates (or, in the case of the Class X 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


                                     -342-

<PAGE>

reimbursable to the Tax Administrator from the Trust Fund (exclusive of the
Grantor Trust Assets), unless otherwise provided in Section 10.01(i) or
10.01(j)).

          (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool and, if required on any future date pursuant to a change in applicable law,
the Loss of Value Reserve Fund. 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.
The parties also intend that the portion of the Trust Fund consisting of the
Loss of Value Reserve Fund shall constitute, and the affairs of such portion of
the Trust Fund shall be conducted so as to qualify as, an "outside reserve fund"
within the meaning of Treasury regulations section 1.860G-2(h) and the
provisions hereof shall be interpreted consistently with this intention. The
Trustee shall also perform on behalf of the Loss of Value Reserve Fund all
reporting and other tax compliance duties with respect to the Loss of Value
Reserve Fund required pursuant to a change in the Code or any compliance
guidance issued by the IRS or any state or local taxing authority. The expenses
of preparing and filing such returns shall be borne by the Trustee.

          (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could result in an Adverse REMIC Event, unless the Tax
Administrator has


                                     -343-

<PAGE>

obtained or received an Opinion of Counsel (at the expense of the party
requesting such action or at the expense of the Trust Fund if the Tax
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse REMIC Event or an Adverse
Grantor Trust Event could result from such action or failure to act. In
addition, prior to taking any action with respect to any REMIC 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 Trust Mortgage Loans did not, at the time of their
transfer to REMIC I or, if applicable, the related Loan REMIC, constitute a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code; or (vi) the
Trust Fund, excluding the portion thereof constituting the Grantor Trust, in all
other instances. Any tax permitted to be incurred by the Special Servicer
pursuant to Section 3.17(a) shall be charged to and paid by the Trust Fund
(exclusive of the Grantor Trust Assets). Any such amounts payable by the Trust
Fund shall be paid by the Trustee upon the written direction of the Tax
Administrator out of amounts on deposit in the Collection Account in reduction
of the Available Distribution Amount pursuant to Section 3.05(b).

          (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

          (l) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no


                                     -344-

<PAGE>

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 Trust Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Trust 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 Trust 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 Collection Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Account, any Custodial Account
or any 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 Trust Mortgage
Loan and other than Permitted Investments acquired in accordance with Section
3.06 in connection with the investment of funds in a Custodial Account or an 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


                                     -345-

<PAGE>

the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership Interest in a Certificate. Such form shall be prepared in sufficient
detail to enable reporting on the cash or accrual method of accounting, as
applicable, and to report on such Certificateholder's fiscal year if other than
the calendar year. The other parties hereto shall provide on a timely basis to
the Tax Administrator or its designee such information with respect to the
Grantor Trust as is in its possession and reasonably requested by the Tax
Administrator to enable it to perform its obligations under this Section 10.02.
Without limiting the generality of the foregoing, the Depositor, within ten days
following the Tax Administrator's request therefor, shall provide in writing to
the Tax Administrator such information as is reasonably requested by the Tax
Administrator for tax purposes, and the Tax Administrator's duty to perform its
reporting and other tax compliance obligations under this Section 10.02 shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the Tax Administrator to
perform such obligations.

          (d) The Tax Administrator shall perform on behalf of the Grantor Trust
all reporting and other tax compliance duties that are required in respect
thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority, including the
furnishing to Certificateholders of the schedules described in Section 10.01(c).

          (e) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could result in an
Adverse Grantor Trust Event, unless the Tax Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the Tax Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse Grantor Trust Event to occur. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund, the
Tax Administrator or the Trustee.

          (f) If any tax is imposed on the Grantor Trust, such tax, together
with all incidental costs and expenses (including penalties and reasonable
attorneys' fees), shall be charged to and paid by: (i) the Tax Administrator, if
such tax arises out of or results from a breach by the Tax Administrator of any
of its obligations under this Section 10.02; (ii) the Special Servicer, if such
tax arises out of or


                                     -346-

<PAGE>

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.


                                     -347-

<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 any of the Non-Trust Mortgage 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 promulgated thereunder if the Securities Act or
those rules are amended or clarified so as to allow for the relaxation or
elimination of that requirement; (vi) as evidenced by an Opinion of Counsel
delivered to the Master Servicer, the Special Servicer and the Trustee, either
(A) to comply with any requirements imposed by the Code or any successor or
amendatory statute or any temporary or final regulation, revenue ruling, revenue
procedure or other written official announcement or interpretation relating to
federal income tax laws or any such proposed action which, if made effective,
would apply retroactively to any of the REMIC Pools or the Grantor Trust at
least from the effective date of such amendment, or (B) to avoid the occurrence
of a prohibited transaction or to reduce the incidence of any tax that would
arise from any actions taken with respect to the operation of any REMIC Pool or
the Grantor Trust; (vii) as provided in Section 5.02(d)(iv), to modify, add to
or eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii)
to amend any provision of Section 8.15 as contemplated by Section 8.15(m); or
(ix) 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), (vii) and (viii)
above) shall not adversely affect in any material respect the interests of any
Certificateholder or Non-Trust Mortgage 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 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 with respect to any Class of Certificates; and provided,
further, that such amendment shall not significantly change the activities of
the Trust (insofar as such change would adversely affect the status of the Trust
as a "qualifying special purpose entity" under FASB 140).

          (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Mortgage Loans that are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate, or that are required to be distributed to any Non-Trust Mortgage
Loan Noteholder, without the consent of such Serviced Non-Trust Mortgage Loan
Noteholder, (ii) adversely affect in any material respect the


                                     -348-

<PAGE>

interests of the Holders of any Class of Certificates or the interests of any
Non-Trust Mortgage 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 Serviced Non-Trust Mortgage
Loan Noteholder, as the case may be, (iii) significantly change the activities
of the Trust (insofar as such change would adversely affect the status of the
Trust as a "qualifying special purpose entity" under FASB 140) without the
consent of the Holders of Certificates entitled to 51% of all the Voting Rights
(without regard to Certificates held by the Depositor or any of the Depositor's
Affiliates and/or agents), (iv) modify the provisions of this Section 11.01,
without the consent of the Holders of all Certificates then outstanding and the
consent of all of the Non-Trust Mortgage 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 Serviced Non-Trust Mortgage Loan Noteholders, or (vi) modify the
specified percentage of Voting Rights which are required to be held by
Certificateholders to consent, approve or object to any particular action
pursuant to any provision of this Agreement without the consent of the Holders
of all Certificates then outstanding. Notwithstanding any other provision of
this Agreement, for purposes of the giving or withholding of consents pursuant
to this Section 11.01(b), Certificates registered in the name of any party
hereto or any Affiliate thereof shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such
Certificates, so long as the subject amendment does not relate to increasing its
rights or reducing or limiting its obligations hereunder as a party to this
Agreement.

          (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) addressed to the Trustee and each other
party hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on any
REMIC Pool pursuant to the REMIC Provisions, cause any REMIC Pool to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust within the meaning of the Grantor Trust Provisions at any time that any
Certificates are outstanding and (ii) such amendment complies in all material
respects with the provisions of this Section 11.01.

          (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder and each Non-Trust Mortgage
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


                                     -349-

<PAGE>

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).

          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 or, to the
extent that it benefits them, the Serviced Non-Trust Mortgage Loan Noteholders,
but only upon direction accompanied by an Opinion of Counsel (the cost of which
may be paid out of the Pool Custodial Account pursuant to Section 3.05(a) or, to
the extent that it benefits the Serviced Non-Trust Mortgage Loan Noteholders,
out of the Loan Combination Custodial Accounts pursuant to Section 3.05A), to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders and/or the Serviced Non-Trust Mortgage Loan
Noteholders; provided, however, that the Trustee shall have no obligation or
responsibility to determine whether any such recordation of this Agreement is
required.

          (b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

          SECTION 11.03. Limitation on Rights of Certificateholders.

          (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

          (b) No Certificateholder (except as expressly provided for herein)
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

          (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Person previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby,


                                     -350-

<PAGE>

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; Consent to Jurisdiction.

          This Agreement will be governed by and construed in accordance with
the laws of the State of New York, applicable to agreements negotiated, made and
to be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City
with respect to matters arising out of or relating to this Agreement; (ii)
agrees that all claims with respect to such action or proceeding may be heard
and determined in such New York State or federal courts; (iii) waives the
defense of an inconvenient forum; and (iv) agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

          SECTION 11.05. Notices.

          Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Structured
Asset Securities Corporation II, 745 Seventh Avenue, New York, New York 10019,
Attention: David Nass--LB-UBS Commercial Mortgage Trust 2004-C4, facsimile
number: (646) 758-5376; (ii) in the case of the Master Servicer, Wachovia Bank,
National Association, 8739 Research Drive, URP4, Charlotte, North Carolina
28262-1075, Attention: LB-UBS Mortgage Trust 2004-C4; facsimile number: (704)
715-0036; (iii) in the case of the Special Servicer, Lennar Partners, Inc., 1601
Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention: Mike
Wheeler--LB-UBS Commercial Mortgage Trust 2004-C4, facsimile number: (305)
695-5500; (iv) in the case of the Trustee, Wells Fargo Bank, N.A., at the
address for the Corporate Trust Office, Attention: Corporate Trust
Services--LB-UBS Commercial Mortgage Trust 2004-C4, facsimile number: (410)
715-2380; (v) in the case of the Underwriters, (A) Lehman Brothers, Inc., 745
Seventh Avenue, New York, New York 10019, Attention: David Nass--LB-UBS
Commercial Mortgage Trust 2004-C4, facsimile number: (646) 758-4203, and (B) UBS
Securities LLC, 1285 Avenue of the Americas, New York, New York 10019,
Attention: Robert Pettinato, facsimile number: (212) 713-2631, with a copy to
Robert C. Dinerstein, General Counsel; (vi) in the case of the Rating Agencies,
(A) Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Commercial Mortgage Surveillance, facsimile number: (212) 553-4392,
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
(vii) in the case of the initial Controlling Class Representative, Delaware
Securities Holdings,


                                     -351-

<PAGE>

Inc., 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention:
Mike Wheeler--LB-UBS Commercial Mortgage Trust 2004-C4, facsimile number: (305)
695-5500; or, as to each such Person, such other address as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register.

          SECTION 11.06. Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

          SECTION 11.07. Grant of a Security Interest.

          The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
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 Trust Mortgage Loans, all principal,
interest and other amounts received or receivable with respect to the Trust
Mortgage Loans after the Closing Date (other than principal and interest
payments due and payable prior to the Cut-off Date, and other than any Principal
Prepayments received on or prior to the Cut-off Date), all amounts (other than
those allocable to the Serviced Non-Trust Mortgage Loans and/or any successor
REO Mortgage Loans with respect thereto) held from time to time in the Custodial
Accounts, the Collection Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and, if established, the REO Account(s), the Loss
of Value Reserve Fund 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 the Trust 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, which shall
include a Schedule I 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.


                                     -352-

<PAGE>

          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 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 the obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third party beneficiary pursuant to
this Section 11.09. The Non-Trust Mortgage Loan Noteholders and any designees
thereof acting on behalf of or exercising the rights of the Non-Trust Mortgage
Loan Noteholders shall be third-party beneficiaries to this Agreement with
respect to their rights as specifically provided for herein. The 666 Fifth
Avenue Master Servicer shall be a third-party beneficiary to this Agreement with
respect to its rights as specifically provided for herein and under the 666
Fifth Avenue Co-Lender Agreement. The UBS Mortgage Loan Seller shall be a
third-party beneficiary to this Agreement with respect to its rights as
specifically provided for in the second paragraph of Section 2.01(d). This
Agreement may not be amended in any manner that would adversely affect the
rights of any such third party beneficiary without its consent. This Agreement
may not be amended in any manner that would materially and adversely affect the
rights of any such third-party beneficiary without its consent. No other Person,
including any Mortgagor, shall be entitled to any benefit or equitable right,
remedy or claim under this Agreement.

          SECTION 11.10. Article and Section Headings.

          The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.


                                     -353-

<PAGE>

          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 or 666 Fifth Avenue
     Event of Default that has not been cured;

               (iii) the resignation or termination of any Fiscal Agent, the
     Master Servicer or the Special Servicer;

               (iv) the repurchase of Trust Mortgage Loans by the Depositor or
     the UBS Mortgage Loan Seller pursuant to or as contemplated by Section
     2.03;

               (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 Trust 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 Mortgage Loan such information as the Rating Agency
shall reasonably request and which the Special Servicer can reasonably provide
in accordance with applicable law, with copies to the Trustee.

          (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

               (i) each of its annual statements as to compliance described in
     Section 3.13;

               (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14; and

               (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.11(h) or 4.03(c).

          (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).


                                     -354-

<PAGE>

          (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) The Master Servicer shall give each of Moody's and S&P at least 15
days notice prior to any reimbursement to it of Nonrecoverable Advances from
amounts in the Pool Custodial Account allocable to interest on the Trust
Mortgage Loans unless (1) the Master Servicer determines in its sole discretion
that waiting 15 days after such a notice could jeopardize the Master Servicer's
ability to recover Nonrecoverable Advances, (2) changed circumstances or new or
different information becomes known to the Master Servicer that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer has not timely received from the
Trustee information requested by the Master Servicer to consider in determining
whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
clause (1), (2) or (3) apply, the Master Servicer shall give Moody's and S&P
notice of an anticipated reimbursement to it of Nonrecoverable Advances from
amounts in the Pool Custodial Account allocable to interest on the Trust
Mortgage Loans as soon as reasonably practicable in such circumstances. The
Master Servicer shall have no liability for any loss, liability or expense
resulting from any notice provided to Moody's or S&P contemplated by the
immediately preceding sentence.

          (h) 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. 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.


                                     -355-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                      STRUCTURED ASSET SECURITIES CORPORATION II
                                         Depositor


                                      By: /s/ David Nass
                                          --------------------------------------
                                      Name: David Nass
                                      Title: Senior Vice President


                                      WACHOVIA BANK, NATIONAL ASSOCIATION
                                         Master Servicer


                                      By: /s/ David F. Sisom
                                          --------------------------------------
                                      Name: David F. Sisom
                                      Title: Vice President


                                      LENNAR PARTNERS, INC.
                                         Special Servicer


                                      By: /s/ Shelly L. Rubin
                                          --------------------------------------
                                      Name: Shelly L. Rubin
                                      Title: Vice President


                                      WELLS FARGO BANK, N.A.
                                         Trustee


                                      By: /s/ Jack A. Aini
                                          --------------------------------------
                                      Name: Jack A. Aini
                                      Title: Vice President

<PAGE>

STATE OF NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )

          On the 4th day of June, 2004, before me, a notary public in and for
said State, personally appeared David Nass, known to me to be a Vice President
of STRUCTURED ASSET SECURITIES CORPORATION II, one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                          /s/ Edna Lanahan
                                          --------------------------------------
                                                       Notary Public

[Notarial Seal]

<PAGE>

STATE OF NORTH CAROLINA   )
                          ) ss.:
COUNTY OF MECKLENBURG     )

          On the 3rd day of June, 2004, before me, a notary public in and for
said State, personally appeared David F. Sisom, known to me to be a Vice
President of WACHOVIA BANK, NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                          /s/ Judith L. DeBoer
                                          --------------------------------------
                                                       Notary Public

[Notarial Seal]

<PAGE>

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

          On the 3rd day of June, 2004, before me, a notary public in and for
said State, personally appeared Shelly L. Rubin, known to me to be a Vice
President of LENNAR PARTNERS, INC., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         /s/ Melanie J. Brill
                                         ---------------------------------------
                                                       Notary Public

[Notarial Seal]

<PAGE>

STATE OF NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )

          On the 3rd day of June, 2004, before me, a notary public in and for
said State, personally appeared Jack A. Aini, known to me to be a Vice President
of WELLS FARGO BANK, N.A., 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/ Deborah Daniels
                                         ---------------------------------------
                                                       Notary Public

[Notarial Seal]





<PAGE>

                                   SCHEDULE I

                          TRUST MORTGAGE LOAN SCHEDULE

                                  SEE ATTACHED

<PAGE>

                          TRUST MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
MORTGAGE
  LOAN
 NUMBER               PROPERTY NAME                           ADDRESS                        CITY           STATE    ZIP CODE
--------   ----------------------------------   -----------------------------------   ------------------   -------   --------
<S>        <C>                                  <C>                                   <C>                     <C>     <C>
   1a      Westfield Shoppingtown Garden        1 Garden State Plaza                  Paramus                 NJ       07652
           State Plaza
   1b      Westfield Shoppingtown Garden        1 Garden State Plaza                  Paramus                 NJ       07652
           State Plaza
   2       666 Fifth Avenue                     666 Fifth Avenue                      New York                NY       10019
   3       Two Penn Plaza                       2 Penn Plaza                          New York                NY       10121
   4       Town East Mall                       2063 Town East Mall                   Mesquite                TX       75150
   5       Airport Corporate Center             7200-7665 NW Corporate Center Drive   Miami                   FL       33126
   6       The Ritz-Carlton Chicago, A Four     160 East Pearson Street               Chicago                 IL       60611
           Seasons Hotel
   7       Enterprise Technology Center         100 Enterprise Way                    Scotts Valley           CA       95066
   8       Park Parthenia Apartments            19100 Parthenia Street                Northridge              CA       91324
   9       Sirata Beach Resort & Conference     5300-5390 Gulf Boulevard              St. Pete Beach          FL       33706
           Center
   10      Rivercrest Village                   7928 La Riviera Drive                 Sacramento              CA       95826
   11      Lembi Portfolio - Civic              Various                               San Francisco           CA      Various
           Properties DE
   12      325-329 North Rodeo Drive            325-329 North Rodeo Drive             Beverly Hills           CA       90210
   13      North Park Apartments                14,16,18 and 20 West 102nd Street     New York                NY       10025
   14      101 Orchard Ridge Drive              101 Orchard Ridge Drive               Gaithersburg            MD       20878
   15      Red Bird Shopping Center             5725 Bird Road                        Miami                   FL       33155
   16      Oakbrook Plaza                       2451, 2455, 2461, 2465, 2471, 2475,   Clearwater              FL       33759
                                                2481, 2491 and 2495
                                                McMullen Booth Road, 3029 and 3033
                                                Enterprise Road
   17      Regal Cinema                         1144 Agerton Lane                     Augusta                 GA       30909
   18      Village By The Parks II              4201 South Cooper Street              Arlington               TX       76014
   19      Simi Valley Promenade                5105-5197 East Los Angeles Avenue     Simi Valley             CA       93063
   20      Tower Square                         574-582 Prairie Center Drive          Eden Prairie            MN       55344
   21      2200 Byberry Road                    2200 Byberry Road                     Hatboro                 PA       19040
   22      North Moore Retail                   121-133 Hudson Street                 New York                NY       10013
   23      Brewster Mews Apartments             910-937 Robin Road                    Amherst                 NY       14228
   24      Lembi Portfolio - Bay Citi           Various                               San Francisco           CA      Various
           Properties II DE
   25      Jefferson Street Properties          412 West Jefferson Street             Tallahasse              FL       32301
   26      Pico Rivera Commerce Center I        8500 Mercury Lane                     Pico Rivera             CA       90660
   27      Artesia Apartments                   3101 East Artesia Boulevard           Long Beach              CA       90805
   28      Plantation Meadows Apartments        7201, 7221, 7261, 7301 and 7321       Plantation              FL       33313
                                                Northwest 16th Street
   29      Encore Plaza                         1515-1555 North Gilbert Road          Gilbert                 AZ       85234
   30      Lembi Portfolio - LRL Citigroup      Various                               San Francisco           CA       94109
           Properties II DE
   31      Stonelake Club Apartments            1601 S.W. 27th Avenue                 Ocala                   FL       34474
   32      Quittner Building                    532-560 Lincoln Road                  Miami Beach             FL       33139
   33      Turnpike Square                      49-98 Turnpike Square                 Milford                 CT       06460
   34      Cancun Apartments                    1855 Wirt Road                        Houston                 TX       77055
   35      The Hub Apartments                   3136 Hudnall                          Dallas                  TX       75235
   36      4 Centennial Drive                   4 Centennial Drive                    Peabody                 MA       01960
   37      Pure Fitness Plaza                   1126 North Scottsdale Road            Tempe                   AZ       85281
   38      Harvey's Racquet Club Apartments     3301 Hudnall                          Dallas                  TX       75235
   39      Winbranch Apartments                 3595 Millbranch Road                  Memphis                 TN       38116
   40      Holiday Inn Express - Sorrento       5925 Lusk Boulevard                   San Diego               CA       92121
           Valley
   41      Corporate Woods                      160-275 Corporate Woods Court         Bridgeton               MO       63044
   42      20111 Route 19                       20111 Route 19                        Cranberry Township      PA       16066
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN
 NUMBER               PROPERTY NAME                           ADDRESS                        CITY           STATE    ZIP CODE
--------   ----------------------------------   -----------------------------------   ------------------   -------   --------
<S>        <C>                                  <C>                                   <C>                  <C>        <C>
   43      The Shops at Stirling Place          6775-6999 Stirling Road               Davie                   FL       33314
   44      400 South Beverly                    400 South Beverly Drive               Beverly Hills           CA       90212
   45      Summit Center at the Mall            3755 Bloomfield Road                  Macon                   GA       31206
   46      SecurCare Self Storage               Various                               Various              Various    Various
   47      Weston Road Business Center          1500-1548 Weston Road                 Weston                  FL       33326
   48      Long Reach Village Center            8775 Cloudleap Court                  Columbia                MD       21045
   49      Core Claymoore Center                3004 & 3010 Claymoore Park Drive      Houston                 TX       77043
                                                and 10780-10796 Kempwood Drive
   50      Coolsprings Plaza                    1770 Galleria Boulevard               Franklin                TN       37067
   51      FedEx Building                       4 Kitty Hawk Landing                  Londonderry             NH       03053
   52      Shoppes of Cooper City               12123-12397 Sheridan Street           Cooper City             FL       33026
   53      La Quinta Inn - Old Town             2380 Moore Street                     San Diego               CA       92110
   54      Orchid Centre                        4150 West Eldorado Parkway            McKinney                TX       75070
   55      Lembi Portfolio - 621 Stockton       621 Stockton Street                   San Francisco           CA       94108
   56      Walgreens - Humble                   8505 FM 1960 West                     Humble                  TX       77338
   57      Heritage Plaza Shopping Center       2140 Hall Johnson Road                Grapevine               TX       76051
   58      Rite Aid - Westlake                  23709 Center Ridge Road               Westlake                OH       44145
   59      Santa Barbara Place Apartments       5180 16th Place SW                    Naples                  FL       34116
   60      Minnieville Plaza                    14116-14170 Minnieville Road          Dale City               VA       22193
   61      Rite Aid - Hermiston                 835 South Highway 395                 Hermiston               OR       97838
   62      Mercury Plaza                        16800-62 Schaefer                     Detroit                 MI       48235
   63      The Boulevard Shops                  331 Kentlands Boulevard               Gaithersburg            MD       20878
   64      Cayuga Professional                  1301 Trumansburg Road                 Ithaca                  NY       14850
   65      Primavera Apartments                 2610 Community Drive                  Dallas                  TX       75220
   66      SaveRite - Douglasville              6625 Hiram-Douglasville Highway       Douglasville            GA       30134
   67      Eckerd at Austin                     3500 West Slaughter Lane              Austin                  TX       78749
   68      Walgreens - Huffmeister              14625 FM 529                          Houston                 TX       77095
   69      Witchduck Exchange                   73-129 South Witchduck Road           Virginia Beach          VA       23462
   70      Grayslake & Crystal Lake             Various                               Various                 IL      Various
           Outparcels
   71      Rite Aid - Monroe                    1801 Louisville Avenue                Monroe                  LA       71201
   72      Extra Attic Self Storage             5312 Richmond Henrico Turnpike        Richmond                VA       23227
   73      Superior Warehouse                   2401 East Franklin Street             Richmond                VA       23223
   74      Shadowwood MHP                       1600 North Market Street              Champaign               IL       61820
   75      Eckerd at Greenville                 1 East Stone Avenue                   Greenville              SC       29609
   76      Walgreens - Saginaw                  833 Saginaw Boulevard                 Saginaw                 TX       76179
   77      Shopper's Fair                       6800 and 6810 P Street                Lincoln                 NE       68505
   78      Valparaiso Marketplace               2710 LaPorte Avenue                   Valparaiso              IN       46383
   79      Norwalk Center                       12200 Civic Center Drive              Norwalk                 CA       90650
   80      West Gate Village                    581-591 Pleasant Street               Brockton                MA       02301
   81      Folly Road Self Storage              1573 Folly Road                       Charleston              SC       29412
   82      Parkview Apartments                  601 Whatley Drive                     Dothan                  AL       36303
   83      Crossroads Center & Driskill's       Various                               Hopkins                 MN      Various
   84      Gateway Centre                       4801 Keller Springs Road              Addison                 TX       75001
   85      Washington Mutual Plaza at Delray    1010 South Federal Highway            Delray Beach            FL       33483
   86      Eckerd at Rocky Mount                115 North Winstead Avenue             Rocky Mount             NC       27804
   87      Goldenwest Business Complex          14726 Goldenwest Street               Westminster             CA       92683
   88      Sav On Lakewood                      4930 Paramount Boulevard              Lakewood                CA       90712
   89      Towne Oaks East Apartments           3900 Old Bullard Road                 Tyler                   TX       75701
   90      Eckerd at Smithfield                 104 North Brightleaf Boulevard        Smithfield              NC       27577
   91      Lembi Portfolio - 2395 29th Avenue   2395 29th Avenue                      San Francisco           CA       94116
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN
 NUMBER               PROPERTY NAME                           ADDRESS                        CITY           STATE    ZIP CODE
--------   ----------------------------------   -----------------------------------   ------------------   -------   --------
<S>        <C>                                  <C>                                   <C>                     <C>      <C>
   92      Shoppes at Goose Creek               605 St. James Avenue                  Goose Creek             SC       29445
   93      Starlight Apartments                 9709 Starlight Road                   Dallas                  TX       75220
   94      Eckerd - Lafayette                   1315 Moss Street                      Lafayette               LA       70501
   95      Eastside Village                     2040 Eastside Drive                   Conyers                 GA       30013
   96      Walgreens - Indianapolis             5675 North Michigan Road              Indianapolis            IN       46228
   97      Pebblewood Apartments                6129 New Peachtree Road               Atlanta                 GA       30340
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN      CUT-OFF DATE    MONTHLY P&I                   REMAINING TERM TO
 NUMBER        BALANCE        PAYMENT     MORTGAGE RATE        MATURITY
--------   --------------   -----------   -------------   -----------------
<S>        <C>               <C>             <C>                 <C>
    1a     130,000,000.00    546,949.12      4.97960             121
    1b     130,000,000.00    546,949.12      4.97960             121
    2      187,500,000.00    718,039.28      4.53250              56
    3      122,500,000.00    661,782.16      4.72560              81
    4      116,814,657.55    522,936.20      3.46250              59
    5       91,000,000.00    367,133.39      4.77500              58
    6       42,852,996.23    239,048.00      5.31000             117
    7       36,500,000.00    245,083.91      6.44000              84
    8       24,500,000.00    135,897.53      5.29000             120
    9       24,500,000.00    173,473.61      7.02000              96
   10       23,172,737.06    126,249.61      5.12000             119
   11       18,777,000.00     88,049.79      5.55000              60
   12       16,682,062.14     95,871.19      5.60000             119
   13       16,000,000.00     98,036.57      6.20400             120
   14       15,500,000.00     93,529.09      6.06000             120
   15       13,933,494.11     83,397.79      5.94000             139
   16       13,900,000.00     88,315.02      6.55000             120
   17       11,403,000.00     87,860.59      6.92000             181
   18       11,000,000.00     64,683.00      5.82000             120
   19       10,800,000.00     62,478.08      5.67000             117
   20       10,700,790.62     64,893.41      6.09000             178
   21       10,600,000.00     69,033.48      6.79000             120
   22       10,000,000.00     58,230.30      5.73000             120
   23       10,000,000.00     58,739.00      5.81000             120
   24        9,938,000.00     46,601.63      5.55000              60
   25        9,150,000.00     49,961.40      5.15000              82
   26        9,120,000.00     60,491.95      6.97000             120
   27        8,786,314.40     54,092.27      5.51000             119
   28        8,650,000.00     53,964.75      6.37500              61
   29        8,402,529.74     46,973.76      5.35000             119
   30        8,275,000.00     38,803.43      5.55000              60
   31        8,250,000.00     43,135.42      4.77000              59
   32        7,800,000.00     49,660.93      6.57000             121
   33        7,725,463.12     45,079.31      5.72000             117
   34        7,579,463.21     49,199.46      6.05000             118
   35        7,273,080.82     38,743.05      4.90000              57
   36        7,200,000.00     44,004.37      6.18000             120
   37        7,185,684.12     41,424.53      5.62000             118
   38        6,973,949.60     36,938.43      4.85000              57
   39        6,800,000.00     39,769.39      5.77000             120
   40        6,440,000.00     45,969.48      7.11000             120
   41        6,400,000.00     37,552.19      5.80000             120
   42        6,086,095.22     42,168.11      5.56000             119
   43        5,970,444.52     35,090.64      5.77000             115
   44        5,500,000.00     31,852.35      5.68000             120
   45        5,408,304.33     32,073.59      5.87000             117
   46        5,332,341.54     30,840.74      4.86000              58
   47        5,090,229.83     29,891.94      5.79000             118

<CAPTION>
MORTGAGE
  LOAN                     REMAINING AMORTIZATION
 NUMBER    MATURITY DATE            TERM            INTEREST ACCRUAL BASIS
--------   -------------   ----------------------   ----------------------
<S>          <C>                     <C>                    <C>
    1a         6/6/2014                0                    Act/360
    1b         6/6/2014                0                    Act/360
    2         1/11/2009                0                    Act/360
    3         2/11/2034              360                    Act/360
    4         4/11/2009              359                    Act/360
    5         3/11/2009                0                    Act/360
    6         2/11/2014              357                    Act/360
    7         5/11/2011              300                    Act/360
    8         5/11/2014              360                    Act/360
    9         5/11/2012              300                    Act/360
   10         4/11/2014              359                    Act/360
   11         5/11/2009                0                    Act/360
   12         4/11/2014              359                    Act/360
   13         5/11/2014              360                    Act/360
   14         5/11/2014              360                    Act/360
   15        12/11/2015              355                    Act/360
   16         5/11/2014              360                    Act/360
   17         6/11/2019              240                    Act/360
   18         5/11/2014              360                    Act/360
   19         2/11/2014              360                    Act/360
   20         3/11/2019              358                    Act/360
   21         5/11/2014              360                    Act/360
   22         5/11/2014              360                    Act/360
   23         5/11/2014              360                    Act/360
   24         5/11/2009                0                    Act/360
   25         3/11/2011              360                    Act/360
   26         5/11/2014              360                    Act/360
   27         4/11/2014              299                    Act/360
   28         6/11/2009              360                    Act/360
   29         4/11/2014              359                    Act/360
   30         5/11/2009                0                    Act/360
   31         4/11/2009              360                    Act/360
   32         6/11/2014              360                    Act/360
   33         2/11/2014              357                    Act/360
   34         3/11/2014              298                    Act/360
   35         2/11/2009              357                    Act/360
   36         5/11/2014              360                    Act/360
   37         3/11/2014              358                    Act/360
   38         2/11/2009              357                    Act/360
   39         5/11/2014              360                    Act/360
   40         5/11/2014              300                    Act/360
   41         5/11/2014              360                    Act/360
   42         4/11/2014              239                    Act/360
   43        12/11/2013              355                    Act/360
   44         5/11/2014              360                    Act/360
   45         2/11/2014              357                    Act/360
   46         3/11/2009              298                    Act/360
   47         3/11/2014              358                    Act/360
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN      CUT-OFF DATE    MONTHLY P&I                   REMAINING TERM TO
 NUMBER        BALANCE        PAYMENT     MORTGAGE RATE        MATURITY
--------   --------------   -----------   -------------   -----------------
<S>          <C>              <C>            <C>                 <C>
   48        5,090,013.15     29,568.11      5.69000             118
   49        5,000,000.00     28,420.83      5.51000              96
   50        4,985,380.17     30,973.69      5.59000             118
   51        4,495,672.27     27,502.73      6.18000             119
   52        4,495,074.49     25,550.51      5.50000             119
   53        4,400,000.00     31,126.36      7.01000             120
   54        4,373,515.90     27,568.94      6.46529             179
   55        3,900,000.00     18,288.02      5.55000              60
   56        3,800,000.00     16,984.33      5.29000              59
   57        3,558,668.91     23,113.72      6.72955             176
   58        3,504,378.26     32,523.25      8.59500             207
   59        3,443,035.35     19,697.09      5.55000             118
   60        3,252,548.62     18,835.98      5.67000             119
   61        3,216,470.46     29,851.25      8.59500             207
   62        3,196,510.58     18,209.42      5.52000             119
   63        3,110,251.60     18,286.83      5.79000             117
   64        3,100,000.00     19,390.68      6.40000             120
   65        3,082,500.00     19,113.77      5.60000             120
   66        3,050,000.00     26,854.64      6.67000             180
   67        3,000,000.00     18,855.07      5.74000             120
   68        3,000,000.00     19,159.76      6.60000             120
   69        2,831,419.59     18,165.67      5.85000             113
   70        2,805,986.27     16,266.99      5.66000             107
   71        2,789,107.25     25,885.00      8.59500             207
   72        2,620,880.37     16,041.51      5.45000             119
   73        2,400,000.00     14,683.69      6.19000             121
   74        2,400,000.00     15,419.25      5.97000             120
   75        2,400,000.00     15,832.07      6.25000             120
   76        2,397,610.79     14,389.21      6.00000             119
   77        2,350,000.00     13,938.71      5.90000             120
   78        2,328,379.99     14,453.01      6.30000             117
   79        2,300,000.00     14,386.64      6.40000             121
   80        2,196,494.77     13,313.56      5.35000             119
   81        2,076,857.36     13,022.64      5.70000             119
   82        2,075,971.27     12,125.11      5.74000             118
   83        2,065,330.97     12,804.35      5.55000              93
   84        1,983,452.94     11,297.28      5.51000             118
   85        1,900,000.00     10,680.95      5.41000             121
   86        1,880,000.00     11,514.42      6.20000             120
   87        1,847,963.62     10,469.30      5.47000             119
   88        1,846,440.30     10,819.61      5.77000             118
   89        1,814,732.27     11,340.00      5.65000             118
   80        1,725,000.00     10,565.09      6.20000             120
   91        1,610,000.00      7,549.67      5.55000              60
   92        1,500,000.00      8,954.72      5.96000             120
   93        1,500,000.00      9,301.11      5.60000             120
   94        1,467,359.94      8,889.14      6.08000             118
   95        1,348,656.07      8,093.93      6.00000             119
   96        1,243,175.63      7,945.62      5.90000             119
   97          998,109.48      5,899.41      5.85000             118

<CAPTION>
MORTGAGE
  LOAN                     REMAINING AMORTIZATION
 NUMBER    MATURITY DATE            TERM            INTEREST ACCRUAL BASIS
--------   -------------   ----------------------   ----------------------
<S>          <C>                     <C>                    <C>
   48         3/11/2014              358                    Act/360
   49         5/11/2012              360                    Act/360
   50         3/11/2014              298                    Act/360
   51         4/11/2014              359                    Act/360
   52         4/11/2014              359                    Act/360
   53         5/11/2014              300                    Act/360
   54         4/11/2019              359                    Act/360
   55         5/11/2009                0                    Act/360
   56         4/11/2009                0                    Act/360
   57         1/11/2019              356                    Act/360
   58         8/10/2021              207                     30/360
   59         3/11/2014              358                    Act/360
   60         4/11/2014              359                    Act/360
   61         8/10/2021              207                     30/360
   62         4/11/2014              359                    Act/360
   63         2/11/2014              357                    Act/360
   64         5/11/2014              360                    Act/360
   65         5/11/2014              300                    Act/360
   66         5/11/2019              180                    Act/360
   67         5/11/2014              300                    Act/360
   68         5/11/2014              360                    Act/360
   69        10/11/2013              293                    Act/360
   70         4/11/2013              357                    Act/360
   71         8/10/2021              207                     30/360
   72         4/11/2014              299                    Act/360
   73          6/1/2014              360                    Act/360
   74         5/11/2014              300                    Act/360
   75         5/11/2014              300                    Act/360
   76         4/11/2014              359                    Act/360
   77         5/11/2014              360                    Act/360
   78         2/11/2014              357                    Act/360
   79         6/11/2014              360                    Act/360
   80         4/11/2014              299                    Act/360
   81         4/11/2014              299                    Act/360
   82         3/11/2014              358                    Act/360
   83         2/11/2012              297                    Act/360
   84         3/11/2014              358                    Act/360
   85         6/11/2014              360                    Act/360
   86         5/11/2014              360                    Act/360
   87         4/11/2014              359                    Act/360
   88         3/11/2014              358                    Act/360
   89         3/11/2014              298                    Act/360
   80         5/11/2014              360                    Act/360
   91         5/11/2009                0                    Act/360
   92         5/11/2014              360                    Act/360
   93         5/11/2014              300                    Act/360
   94         3/11/2014              358                    Act/360
   95         4/11/2014              359                    Act/360
   96         4/11/2014              299                    Act/360
   97         3/11/2014              358                    Act/360
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN     ADMINISTRATIVE      PRIMARY
 NUMBER       COST RATE     SERVICING FEE   GROUND LEASE   MORTGAGE LOAN SELLER
--------   --------------   -------------   ------------   --------------------
<S>            <C>              <C>          <C>                    <C>
   1a          0.0366           0.0350       Fee Simple             LB
   1b          0.0366           0.0350       Fee Simple             UBS
   2           0.0316           0.0300       Fee Simple             LB
   3           0.0316           0.0300       Fee Simple             LB
   4           0.0316           0.0300       Fee Simple             UBS
   5           0.0316           0.0300       Fee Simple             LB
   6           0.0316           0.0300       Fee Simple             LB
   7           0.0316           0.0300       Fee Simple             UBS
   8           0.0316           0.0300       Fee Simple             LB
   9           0.0316           0.0300       Fee Simple             UBS
   10          0.0316           0.0300       Fee Simple             LB
   11          0.0316           0.0300       Fee Simple             UBS
   12          0.0316           0.0300       Fee Simple             UBS
   13          0.0316           0.0300       Fee Simple             UBS
   14          0.0316           0.0300       Fee Simple             UBS
   15          0.0316           0.0300       Fee Simple             LB
   16          0.0316           0.0300        Leasehold             UBS
   17          0.0316           0.0300       Fee Simple             UBS
   18          0.1166           0.1150       Fee Simple             LB
   19          0.1166           0.1150       Fee Simple             LB
   20          0.0316           0.0300       Fee Simple             LB
   21          0.0316           0.0300       Fee Simple             UBS
   22          0.0316           0.0300       Fee Simple             UBS
   23          0.0316           0.0300       Fee Simple             UBS
   24          0.0316           0.0300       Fee Simple             UBS
   25          0.1166           0.1150       Fee Simple             LB
   26          0.0316           0.0300       Fee Simple             UBS
   27          0.0316           0.0300       Fee Simple             UBS
   28          0.0316           0.0300       Fee Simple             UBS
   29          0.1166           0.1150       Fee Simple             LB
   30          0.0316           0.0300       Fee Simple             UBS
   31          0.0316           0.0300       Fee Simple             LB
   32          0.0316           0.0300       Fee Simple             UBS
   33          0.1166           0.1150       Fee Simple             LB
   34          0.0316           0.0300       Fee Simple             UBS
   35          0.1166           0.1150       Fee Simple             LB
   36          0.0316           0.0300       Fee Simple             UBS
   37          0.1166           0.1150       Fee Simple             LB
   38          0.1166           0.1150       Fee Simple             LB
   39          0.0316           0.0300       Fee Simple             UBS
   40          0.0316           0.0300       Fee Simple             UBS
   41          0.0316           0.0300       Fee Simple             LB
   42          0.0316           0.0300       Fee Simple             LB
   43          0.0316           0.0300       Fee Simple             LB
   44          0.1166           0.1150       Fee Simple             LB
   45          0.0316           0.0300       Fee Simple             LB
   46          0.1166           0.1150       Fee Simple             LB
   47          0.0316           0.0300       Fee Simple             LB

<CAPTION>
MORTGAGE
  LOAN
 NUMBER        DEFEASANCE      ARD MORTGAGE LOAN   ANTICIPATED REPAYMENT DATE
--------   -----------------   -----------------   --------------------------
<S>        <C>                        <C>                   <C>
   1a          Defeasance              No                      N/A
   1b          Defeasance              No                      N/A
   2           Defeasance              No                      N/A
   3           Defeasance             Yes                   2/11/2011
   4           Defeasance              No                      N/A
   5           Defeasance              No                      N/A
   6           Defeasance              No                      N/A
   7           Defeasance              No                      N/A
   8           Defeasance              No                      N/A
   9           Defeasance              No                      N/A
   10          Defeasance              No                      N/A
   11          Defeasance              No                      N/A
   12          Defeasance              No                      N/A
   13          Defeasance              No                      N/A
   14          Defeasance              No                      N/A
   15          Defeasance              No                      N/A
   16          Defeasance              No                      N/A
   17          Defeasance              No                      N/A
   18          Defeasance              No                      N/A
   19          Defeasance              No                      N/A
   20      Yield Maintenance           No                      N/A
   21      Yield Maintenance           No                      N/A
   22          Defeasance              No                      N/A
   23          Defeasance              No                      N/A
   24          Defeasance              No                      N/A
   25          Defeasance              No                      N/A
   26          Defeasance              No                      N/A
   27          Defeasance              No                      N/A
   28          Defeasance              No                      N/A
   29          Defeasance              No                      N/A
   30          Defeasance              No                      N/A
   31          Defeasance              No                      N/A
   32          Defeasance              No                      N/A
   33          Defeasance              No                      N/A
   34          Defeasance              No                      N/A
   35      Yield Maintenance           No                      N/A
   36          Defeasance              No                      N/A
   37          Defeasance              No                      N/A
   38          Defeasance              No                      N/A
   39          Defeasance              No                      N/A
   40          Defeasance              No                      N/A
   41          Defeasance              No                      N/A
   42          Defeasance              No                      N/A
   43          Defeasance              No                      N/A
   44          Defeasance              No                      N/A
   45          Defeasance              No                      N/A
   46          Defeasance              No                      N/A
   47          Defeasance              No                      N/A
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN     ADMINISTRATIVE      PRIMARY
 NUMBER       COST RATE     SERVICING FEE   GROUND LEASE   MORTGAGE LOAN SELLER
--------   --------------   -------------   ------------   --------------------
<S>            <C>              <C>          <C>                    <C>
   48          0.0316           0.0300       Fee Simple             LB
   49          0.0316           0.0300       Fee Simple             LB
   50          0.0316           0.0300       Fee Simple             LB
   51          0.0316           0.0300       Fee Simple             UBS
   52          0.0316           0.0300       Fee Simple             LB
   53          0.0316           0.0300       Fee Simple             UBS
   54          0.0316           0.0300       Fee Simple             LB
   55          0.0316           0.0300       Fee Simple             UBS
   56          0.0316           0.0300       Fee Simple             UBS
   57          0.0316           0.0300       Fee Simple             LB
   58          0.0316           0.0300       Fee Simple             UBS
   59          0.1166           0.1150       Fee Simple             LB
   60          0.0316           0.0300       Fee Simple             LB
   61          0.0316           0.0300       Fee Simple             UBS
   62          0.0316           0.0300       Fee Simple             LB
   63          0.1166           0.1150       Fee Simple             LB
   64          0.0316           0.0300       Fee Simple             UBS
   65          0.1166           0.1150       Fee Simple             LB
   66          0.0316           0.0300       Fee Simple             UBS
   67          0.0316           0.0300       Fee Simple             LB
   68          0.0316           0.0300       Fee Simple             UBS
   69          0.1166           0.1150       Fee Simple             LB
   70          0.0316           0.0300       Fee Simple             LB
   71          0.0316           0.0300       Fee Simple             UBS
   72          0.1166           0.1150       Fee Simple             LB
   73          0.0316           0.0300       Fee Simple             LB
   74          0.0316           0.0300       Fee Simple             UBS
   75          0.0316           0.0300       Fee Simple             LB
   76          0.0316           0.0300       Fee Simple             UBS
   77          0.1166           0.1150       Fee Simple             LB
   78          0.0316           0.0300       Fee Simple             LB
   79          0.0866           0.0850       Fee Simple             LB
   80          0.0316           0.0300       Fee Simple             LB
   81          0.0316           0.0300       Fee Simple             UBS
   82          0.1166           0.1150       Fee Simple             LB
   83          0.1166           0.1150       Fee Simple             LB
   84          0.1166           0.1150       Fee Simple             LB
   85          0.0316           0.0300       Fee Simple             LB
   86          0.0316           0.0300       Fee Simple             LB
   87          0.1166           0.1150       Fee Simple             LB
   88          0.0316           0.0300       Fee Simple             LB
   89          0.1166           0.1150       Fee Simple             LB
   90          0.0316           0.0300       Fee Simple             LB
   91          0.0316           0.0300       Fee Simple             UBS
   92          0.0966           0.0950       Fee Simple             LB
   93          0.1166           0.1150       Fee Simple             LB
   94          0.0316           0.0300        Leasehold             UBS
   95          0.1166           0.1150       Fee Simple             LB
   96          0.0316           0.0300       Fee Simple             UBS
   97          0.0316           0.0300       Fee Simple             LB

<CAPTION>
MORTGAGE
  LOAN
 NUMBER        DEFEASANCE      ARD MORTGAGE LOAN   ANTICIPATED REPAYMENT DATE
--------   -----------------   -----------------   --------------------------
<S>        <C>                         <C>                     <C>
   48          Defeasance              No                      N/A
   49          Defeasance              No                      N/A
   50          Defeasance              No                      N/A
   51          Defeasance              No                      N/A
   52          Defeasance              No                      N/A
   53          Defeasance              No                      N/A
   54      Yield Maintenance           No                      N/A
   55          Defeasance              No                      N/A
   56          Defeasance              No                      N/A
   57          Defeasance              No                      N/A
   58          Defeasance              No                      N/A
   59          Defeasance              No                      N/A
   60          Defeasance              No                      N/A
   61          Defeasance              No                      N/A
   62          Defeasance              No                      N/A
   63      Yield Maintenance           No                      N/A
   64          Defeasance              No                      N/A
   65          Defeasance              No                      N/A
   66          Defeasance              No                      N/A
   67          Defeasance              No                      N/A
   68          Defeasance              No                      N/A
   69          Defeasance              No                      N/A
   70      Yield Maintenance           No                      N/A
   71          Defeasance              No                      N/A
   72          Defeasance              No                      N/A
   73          Defeasance              No                      N/A
   74          Defeasance              No                      N/A
   75          Defeasance              No                      N/A
   76          Defeasance              No                      N/A
   77          Defeasance              No                      N/A
   78          Defeasance              No                      N/A
   79          Defeasance              No                      N/A
   80          Defeasance              No                      N/A
   81      Yield Maintenance           No                      N/A
   82          Defeasance              No                      N/A
   83          Defeasance              No                      N/A
   84          Defeasance              No                      N/A
   85          Defeasance              No                      N/A
   86          Defeasance              No                      N/A
   87          Defeasance              No                      N/A
   88          Defeasance              No                      N/A
   89          Defeasance              No                      N/A
   90          Defeasance              No                      N/A
   91          Defeasance              No                      N/A
   92          Defeasance              No                      N/A
   93          Defeasance              No                      N/A
   94          Defeasance              No                      N/A
   95          Defeasance              No                      N/A
   96          Defeasance              No                      N/A
   97          Defeasance              No                      N/A
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN
 NUMBER                    ARD SPREAD                   CROSS COLLATERALIZED   MORTGAGE LOAN SELLER LOAN ID
--------   ------------------------------------------   --------------------   ----------------------------
<S>        <C>                                               <C>                         <C>
    1a                         N/A                               No                       LBUBS1
    1b                         N/A                               No                       LBUBS1
    2                          N/A                               No                        LG055
    3      5% + Greater of (Initial Rate or Treasury)            No                        LG056
    4                          N/A                               No                        10291
    5                          N/A                               No                      031107002
    6                          N/A                               No                        LG057
    7                          N/A                               No                        10250
    8                          N/A                               No                      031209002
    9                          N/A                               No                        10214
   10                          N/A                               No                      031209014
   11                          N/A                           Yes (UBS-A)                  10242a
   12                          N/A                               No                        10248
   13                          N/A                               No                        9876
   14                          N/A                               No                        10295
   15                          N/A                               No                      030416011
   16                          N/A                               No                        10179
   17                          N/A                               No                        10213
   18                          N/A                               No                      040108007
   19                          N/A                               No                      031121002
   20                          N/A                               No                      030922003
   21                          N/A                               No                        10154
   22                          N/A                               No                        10174
   23                          N/A                               No                        10266
   24                          N/A                           Yes (UBS-A)                  10242b
   25                          N/A                               No                      031020004
   26                          N/A                               No                        9511
   27                          N/A                               No                        10229
   28                          N/A                               No                        10121
   29                          N/A                               No                      040108004
   30                          N/A                           Yes (UBS-A)                  10242c
   31                          N/A                               No                      031002003
   32                          N/A                               No                        10015
   33                          N/A                               No                      030922004
   34                          N/A                               No                        10157
   35                          N/A                               No                      031106001
   36                          N/A                               No                        10215
   37                          N/A                               No                      040105001
   38                          N/A                               No                      031112002
   39                          N/A                               No                        10245
   40                          N/A                               No                        10307
   41                          N/A                               No                      040120003
   42                          N/A                               No                      031010002
   43                          N/A                               No                      030707009
   44                          N/A                               No                      040123003
   45                          N/A                               No                      030818001
   46                          N/A                               No                      040106001
   47                          N/A                               No                      031114001
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MORTGAGE
  LOAN
 NUMBER                    ARD SPREAD                   CROSS COLLATERALIZED   MORTGAGE LOAN SELLER LOAN ID
--------   ------------------------------------------   --------------------   ----------------------------
<S>                            <C>                           <C>                         <C>
   48                          N/A                               No                      031120001
   49                          N/A                               No                      040127003
   50                          N/A                               No                      031010001
   51                          N/A                               No                        10071
   52                          N/A                               No                      031211004
   53                          N/A                               No                        10306
   54                          N/A                               No                      040123001
   55                          N/A                           Yes (UBS-A)                  10242d
   56                          N/A                               No                       10191a
   57                          N/A                               No                      030925002
   58                          N/A                               No                        RA-1
   59                          N/A                               No                      031208007
   60                          N/A                               No                      031017001
   61                          N/A                               No                        RA-2
   62                          N/A                               No                      030725001
   63                          N/A                               No                      030918009
   64                          N/A                               No                        10044
   65                          N/A                           Yes (LB-B)                  040220002
   66                          N/A                               No                        10254
   67                          N/A                               No                      040114001
   68                          N/A                               No                       10191b
   69                          N/A                               No                      030717020
   70                          N/A                               No                      030925001
   71                          N/A                               No                        RA-3
   72                          N/A                               No                      040128001
   73                          N/A                               No                      040108001
   74                          N/A                               No                        10198
   75                          N/A                               No                      040116001
   76                          N/A                               No                        10160
   77                          N/A                               No                      040122005
   78                          N/A                               No                      030626006
   79                          N/A                               No                      031112001
   80                          N/A                               No                      031020003
   81                          N/A                               No                        10180
   82                          N/A                               No                      030909001
   83                          N/A                               No                      030715002
   84                          N/A                               No                      040126002
   85                          N/A                               No                      040121001
   86                          N/A                               No                      031201004
   87                          N/A                               No                      040129012
   88                          N/A                               No                      031103005
   89                          N/A                               No                      031215003
   90                          N/A                               No                      031201002
   91                          N/A                           Yes (UBS-A)                  10242e
   92                          N/A                               No                      040108009
   93                          N/A                           Yes (LB-B)                  040129001
   94                          N/A                               No                        10036
   95                          N/A                               No                      030909002
   96                          N/A                               No                        10142
   97                          N/A                               No                      030502002
</TABLE>

<PAGE>

                                   SCHEDULE II

          EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

The following are the exceptions for the Lehman loans to the Representations and
Warranties for the above-referenced transaction:

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

REPRESENTATION FROM SECTION 2.04               PROPERTY AND EXCEPTION

--------------------------------------------------------------------------------
(v) Loan Document Status           Ritz-Carlton Chicago. With respect to
                                   environmental carveouts see also the entries
                                   with respect to this loan on Schedule III
                                   (xix) "Environmental Conditions".

--------------------------------------------------------------------------------
(viii) First Lien                  666 Fifth Avenue. The related mortgage also
                                   secures the 666 Fifth Avenue Non-Trust
                                   Mortgage Loan.

                                   Tower Square. The related mortgage also
                                   secures the Tower Square Non-Trust Mortgage
                                   Loan.

                                   Two Penn Plaza. The related mortgage also
                                   secures the Two Penn Plaza Non-Trust Mortgage
                                   Loans.

--------------------------------------------------------------------------------
(xi) Title Insurance               666 Fifth Avenue. Pursuant to an air, light
                                   and view easement agreement the original
                                   owner and developer of the related property
                                   was able to use certain development rights
                                   appurtenant to the New York Public Library
                                   which abuts the subject property and increase
                                   the floor area of each floor of the building
                                   located on the related mortgaged property
                                   located above 162 feet, 6 inches over the
                                   level of the curb at 53rd Street by 4,375
                                   square feet over the maximum area which would
                                   otherwise be permitted by law. Such easement
                                   is granted for so long as the building
                                   erected on the 666 Fifth Avenue Mortgaged
                                   Property shall continue to stand. In the
                                   event of a casualty that results in the total
                                   destruction or demolition of the building at
                                   666 Fifth Avenue, any structure erected in
                                   replacement thereof would have to either (a)
                                   contain less square footage on any floors
                                   located above 162 feet, 6 inches above the
                                   curb level of 53rd Street in order to comply
                                   with applicable law or (b) have the benefit
                                   of a new air rights easement granted by the
                                   then owner of the Library property,
                                   conferring the right to use the development
                                   rights appurtenant to the Library. The
                                   easement agreement currently requires a
                                   quarterly payment of $35,000 from the land
                                   owner and any successor owner of subject
                                   property is, by the terms of the easement
                                   agreement, automatically upon acquisition of
                                   such ownership personally liable for such
                                   quarterly payments.

                                   The New York City Transit Authority holds a
                                   permanent and perpetual right-of-way and
                                   easement in, through and upon the 666 Fifth
                                   Avenue Mortgaged Property including any
                                   building or buildings erected thereon
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                                   for and as a means of ingress and egress by
                                   passengers of the New York City subways
                                   through a designated entrance area at the 666
                                   Fifth Avenue Mortgaged Property. Pursuant to
                                   the easement, the borrower is required to
                                   maintain and keep open the subway entrance at
                                   borrower's cost and expense and in the event
                                   that the subway entrance area is damaged or
                                   destroyed, without substantial damage to the
                                   666 Fifth Avenue Mortgaged Property, is
                                   obligated to repair such entrance area at
                                   owner's expense. If the 666 Fifth Avenue
                                   Mortgaged Property is substantially or wholly
                                   demolished or destroyed during the term of
                                   the easement agreement and is not replaced or
                                   rebuilt, then the obligations under such
                                   agreement shall terminate; provided, however,
                                   that landowner shall grant additional
                                   easements and/or cooperate with the transit
                                   authority in replacing such access way. The
                                   agreement further requires the landowner to
                                   make an annual payment of $2500 to the
                                   transit authority in exchange for the benefit
                                   of having access to the subway from the
                                   related property.

                                   The related property is also subject to a
                                   Distinctive Sidewalk Improvement Maintenance
                                   Agreement relating to the maintenance of a
                                   non-conforming distinctive curb and sidewalk
                                   which fronts the 666 Fifth Avenue Mortgaged
                                   Property. Such agreement obligates the
                                   landowner, at landowner's cost, to, among
                                   other things, properly and lawfully maintain,
                                   repair and replace the curb and sidewalk. In
                                   the event of the borrower's failure to
                                   perform in a satisfactory manner, the City of
                                   New York may perform the necessary
                                   maintenance work at the borrower's cost,
                                   which costs if not reimbursed may become a
                                   lien upon the related property superior to
                                   any encumbrances recorded against the
                                   property.

--------------------------------------------------------------------------------
(xii) Property Insurance           With respect to substantially all of the
                                   Lehman Trust Mortgage Loans (excluding any
                                   investment grade Lehman Trust Mortgage Loan
                                   and the Airport Corporate Center mortgage
                                   loan), the related Mortgages require that any
                                   "financial strength" or "claims paying
                                   ability" rating from A.M. Best be at least
                                   "A-:VIII".

                                   With respect to certain Lehman Trust Mortgage
                                   Loans, the lender accepted comprehensive
                                   liability insurance in an amount less than
                                   that required by the loan documents,
                                   provided, however, that all of the Lehman
                                   Trust Mortgage Loans provide a primary
                                   general liability policy of at least
                                   $1,000,000 per occurrence with $2,000,000 in
                                   the aggregate.

                                   666 Fifth Avenue. The related loan agreement
                                   requires the Mortgagor to maintain business
                                   interruption insurance in a coverage amount
                                   equal to the greater of (a) the estimated
                                   gross income from operations of the property,
                                   for losses actually sustained or (b)
                                   projected operating expenses (including debt
                                   service) for the maintenance and operation of
                                   the property, for losses actually sustained.
                                   The related loan documents
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                                   require business interruption or loss of
                                   rents insurance for a period continuing until
                                   the restoration of the applicable mortgaged
                                   property is completed with an extended period
                                   of indemnity which provides that after the
                                   physical loss to the applicable mortgaged
                                   property has been repaired, the continued
                                   loss of income will be insured until such
                                   income either returns to the same level it
                                   was at prior to the loss, or the expiration
                                   of 365 days from the date that the applicable
                                   mortgaged property is repaired, whichever
                                   first occurs.

                                        The related loan agreement provides
                                   that: if 4 or fewer insurers have issued the
                                   required policies, at least 75% must have a
                                   financial strength of claims paying ability
                                   rating of at least "AA-" and no such insurer
                                   providing, in the aggregate, coverage in an
                                   amount up to and including the greater of (a)
                                   the outstanding principal amount of the
                                   related loan and (b) the full replacement
                                   cost of the related property may have a
                                   rating of less than investment grade. If 5 or
                                   more insurers have issued the required
                                   policies, at least 60% of the insurers must
                                   have a rating of at least "AA-" and no
                                   insurer providing, in the aggregate, coverage
                                   in an amount up to and including the greater
                                   of (a) the outstanding principal amount of
                                   the related loan and (b) the full replacement
                                   cost of the related property may have a
                                   rating of less than investment grade.

                                   Insurer agrees to endeavor to provide 30 days
                                   prior notice of cancellation, but disclaims
                                   any liability or responsibility as a result
                                   of any failure to provide such notice.

                                   Airport Corporate Center. The related loan
                                   documents provide that so long as Miami RPFIV
                                   Airport Corporate Center Associates Limited
                                   Liability Company is the borrower, any
                                   insurance required may be provided by a
                                   syndicate of insurers as follows: (i) the
                                   first layer of coverage will be provided by
                                   carriers with a minimum "financial strength"
                                   from S&P of "A" or better, (ii) 60% (75% if
                                   there are four or fewer members in the
                                   syndicate) of the aggregate limits under such
                                   policies must be provided by carriers with a
                                   minimum "financial strength" rated from S&P
                                   of "A" or better and (iii) the "financial
                                   strength" rating from S&P for each carrier in
                                   the syndicate must have a "financial
                                   strength" rating from S&P of at least "BBB"
                                   or have a general policy rating of "A" or
                                   better and a financial class of VIII or
                                   better assigned by A.M. Best Company, Inc.

                                   Park Parthenia. The current insurance company
                                   has an AM Best's Company rating of B+.

                                   Ritz Carlton Chicago. The related loan
                                   documents provide that the required insurance
                                   policies may be maintained with Factory
                                   Mutual Insurance Company so long as the
                                   "claims paying ability" of such insurance
                                   company is "BBB" or better by S&P.
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                                   Two Penn Plaza. The related loan agreement
                                   provides that with respect to property
                                   insurance and business interruption
                                   insurance: if 5 or more insurers have issued
                                   the required policies, at least 60% must have
                                   a financial strength of claims paying ability
                                   rating of at least "AA-" and no such insurer
                                   providing, in the aggregate, coverage in an
                                   amount up to and including the greater of (a)
                                   the outstanding principal amount of the
                                   related loan and (b) if 5 or fewer insurers
                                   have issued the required policies, at least
                                   75% of the insurers must have a rating of at
                                   least "AA-" ; in either case no insurer may
                                   have a rating of less than BBB-. If
                                   subsequent to the related borrower's
                                   placement of insurance the rating of any
                                   insurer fails to meet the foregoing
                                   requirements, the borrower will not be
                                   required to replace such insurance until the
                                   expiration or termination of the policy.

--------------------------------------------------------------------------------
(xvi) Subordinate Debt             666 Fifth Avenue. Borrower's equity holder
                                   has obtained a mezzanine loan in the amount
                                   of $45,000,000 secured by a pledge of 100% of
                                   the direct or indirect equity interests in
                                   the borrower. In connection with the
                                   mezzanine loan, the mezzanine lender has
                                   executed an intercreditor agreement with the
                                   lender.

                                   The related mortgage also secures the 666
                                   Fifth Avenue Non-Trust Mortgage Loan.

                                   Airport Corporate Center. The related
                                   borrower's equity holder's may obtain future
                                   mezzanine financing from a "Qualified
                                   Mezzanine Lender" (as defined in the related
                                   mortgage loan documents) not to exceed the
                                   amount that will result in a DSCR on the Loan
                                   and mezzanine financing of 1.15:1.00 and a
                                   combined LTV of 85% and subject to the
                                   related mortgage lender's review and approval
                                   of the terms of the mezzanine financing and
                                   the execution of subordination and
                                   intercreditor agreements satisfactory to the
                                   related mortgage lender.

                                   Crossroads Center & Driskill's Foods. There
                                   is a second mortgage on one of the parcels of
                                   the related mortgage property, in favor of
                                   the Hopkins Housing and Redevelopment
                                   Authority (the "HRA Mortgage"). In a
                                   Subordination and Standstill Agreement, the
                                   $200,000 HRA Mortgage has been subordinated
                                   to the lien of the related mortgage. The HRA
                                   Mortgage loan was made to the predecessor in
                                   interest of the current tenant, and was
                                   joined in by the prior fee owner (which prior
                                   fee owner was predecessor in interest to
                                   Borrower). Neither the current Borrower nor
                                   the individual guarantors have any personal
                                   obligation for repayment of any of the
                                   indebtedness secured by the HRA Mortgage.

                                   Grayslake and Crystal Lake Outparcels. The
                                   equity holders of the first time transferee
                                   of the borrower will have the right to obtain
                                   mezzanine financing secured by a pledge of
                                   equity interests in the borrower, subject to
                                   certain criteria including, among others: (a)
                                   execution of a
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                                   subordination and intercreditor agreement,
                                   (b) lender's review and approval of the
                                   terms, (c) the loan is made by a "Qualified
                                   Mezzanine Lender" (as defined in the loan
                                   documents) or the related borrower; (d) and
                                   satisfaction of certain debt service coverage
                                   ratio and combined loan to value ratio
                                   requirements.

                                   Long Reach Village Center. The owners of the
                                   direct and indirect ownership interests in
                                   the related borrower have the right to obtain
                                   mezzanine financing from an approved lender,
                                   secured by a pledge of the ownership
                                   interests in the borrower, provided that the
                                   following requirements, among others, are
                                   satisfied: (a) achievement of a combined
                                   minimum debt service coverage ratio of 1.15x
                                   and a combined maximum loan-to-value ratio of
                                   85%; and (b) delivery of a subordination and
                                   intercreditor agreement acceptable to the
                                   lender under the related mortgage loan.

                                   Norwalk Center. The related borrower has a
                                   one time right, after securitization, to
                                   obtain mezzanine financing from a "Qualified
                                   Mezzanine Lender" (as defined in the related
                                   mortgage loan documents) not to exceed the
                                   amount that will result in a DSCR on the Loan
                                   and mezzanine financing of 1.15:1.00 and a
                                   combined LTV of 85% and subject to the
                                   satisfaction of certain criteria including,
                                   among others: (i) the related mortgage
                                   lender's review and approval of the terms of
                                   the mezzanine financing; (ii) the execution
                                   of subordination and intercreditor agreements
                                   satisfactory to the related mortgage lender;
                                   (iii) receipt of rating agency confirmation
                                   that such mezzanine financing will not result
                                   in a withdrawal, qualification or down grade
                                   of any certificates issued in respect of such
                                   mortgage loan; and (iv) such mezzanine
                                   financing shall not render the related
                                   borrower insolvent.

                                   Park Parthenia. There is a second mortgage
                                   loan in the original principal amount of
                                   $4,615,380 which is secured by a second
                                   mortgage on the related mortgaged real
                                   property in favor of the City of Los Angeles.
                                   Pursuant to a Subordination Agreement, the
                                   second mortgage in favor of the City of Los
                                   Angeles has been subordinated to the related
                                   mortgage.

                                   Tower Square. The related mortgage also
                                   secures the Tower Square Non-Trust Mortgage
                                   Loan.

                                   Two Penn Plaza. The related mortgage also
                                   secures the Two Penn Plaza Non-Trust Mortgage
                                   Loans.

--------------------------------------------------------------------------------
(xix) Environmental Conditions     400 S. Beverly; 666 Fifth Avenue; Airport
                                   Corporate Center; 20111 Route 19; Coolsprings
                                   Plaza; Ritz-Carlton Chicago; Rivercrest
                                   Village. The related borrower is the only
                                   environmental indemnitor.

                                   Gateway Centre; Heritage Plaza Shopping
                                   Center; Long Reach Village Center; Orchid
                                   Centre; Tower Square; Two Penn Plaza. An
                                   entity
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                                   rather than an individual is the
                                   environmental indemnitor.

                                   Corporate Woods. Liability of each of the
                                   following environmental indemnitors for
                                   losses is limited as follows: (a) Joseph A.
                                   Wotka and Joseph A. Wotka Revocable Trust No.
                                   1 - 20.59%, (b) Mark J. Temkin and Mark J.
                                   Temkin Revocable Trust No. 1 - 41.18%, (c)
                                   Legacy Trust Dated March 1, 1991 - 17.65%,
                                   (d) Richard N. Tishler and Richard N. Tishler
                                   Revocable Trust No. 1 - 2.94%, (e) Payne
                                   Family Partnership, L.P. - 11.76%, and (f)
                                   Applebaum Family Limited Partnership - 5.88%.

                                   Ritz-Carlton Chicago. The environmental
                                   indemnification by the related borrower
                                   excludes "diminution of value".

--------------------------------------------------------------------------------
(xxv) Due-on-Encumbrance           666 Fifth Avenue; Airport Corporate Center;
                                   Crossroads Center & Driskill's Foods;
                                   Grayslake and Crystal Lake Outparcels; Long
                                   Reach Village Center; Norwalk Center; Park
                                   Parthenia. With respect to subordinate debt
                                   see also the entry with respect to these
                                   loans on Schedule III (xvi) "Subordinate
                                   Debt".

                                   666 Fifth Avenue. The related loan agreement
                                   further permits the pledge of not more than
                                   49% of the limited partner interest in the
                                   related borrower ("666 Fifth Avenue Limited
                                   Partner"), provided, that among other
                                   conditions, (a) one or more Tishman Speyer
                                   Control Persons (as defined in the related
                                   loan agreement) shall retain and maintain day
                                   to day control over the management of the
                                   property, borrower and the 666 Fifth Avenue
                                   Limited Partner's and (b) prior to any
                                   assignment of such interest upon enforcement
                                   of the pledge, borrower shall deliver a
                                   substantive non-consolidation opinion
                                   reasonably satisfactory to the mortgage or,
                                   if occurring after securitization, to the
                                   Rating Agency.

--------------------------------------------------------------------------------
(xxvi) Due-on-Sale                 Grayslake and Crystal Lake Outparcels.
                                   Neither lender consent nor rating agency
                                   confirmation is required in connection with
                                   transfers between the current members of the
                                   related borrower and their Prinicipals (as
                                   defined in the Loan Documents).

                                   Shopper's Fair. Transfers resulting from the
                                   exercise of any rights under a Put-Call
                                   Agreement between Irwin L. Glantz and/or
                                   Shoppers Fair Limited Partnership and ZIN
                                   Realty Company dated November 15, 1996, as
                                   amended August 27, 1997, are permitted.

                                   Two Penn Plaza. Neither lender consent nor
                                   rating agency confirmation is required in
                                   connection with (a) the sale, conveyance,
                                   pledge or other transfer, or the issuance of,
                                   securities or any direct or indirect
                                   interests in any direct or indirect owner of
                                   the related borrower (including Vornado
                                   Realty Trust) which is publicly traded on a
                                   national exchange, or (b) the merger or
                                   consolidation of Vornado Realty Trust with
                                   any other person; provided that in the case
                                   of Vornado Realty Trust lender consent or
                                   rating agency confirmation will be required
                                   in connection any such transfer, other than
                                   the transfer of publicly traded shares in the
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                                   ordinary course of business, which results in
                                   a change in control of Vornado Realty Trust.

--------------------------------------------------------------------------------
(xxvii) Mortgagor Concentration    666 Fifth Avenue. Original aggregate
                                   principal balance of $187,500,000,
                                   representing 13.3% of the Initial Pool
                                   Balance.

                                   Airport Corporate Center. Original aggregate
                                   principal balance of $91,000,00, representing
                                   6.4% of the Initial Pool Balance.

                                   Two Penn Plaza. Original aggregate balance of
                                   $122,500,000, representing 8.7% of the
                                   Initial Pool Balance.

--------------------------------------------------------------------------------
(xxx) Property Release             Grayslake and Crystal Lake Outparcels. The
                                   related borrower may obtain a release of the
                                   Grayslake Property (as defined in the Loan
                                   Documents) subject to the satisfaction of
                                   certain conditions, including, among others,
                                   the related borrower (a) prepays the Loan in
                                   an amount equal to the Grayslake Allocated
                                   Loan Amount (as defined in the Loan
                                   Documents) (b) pays the Prepayment
                                   Consideration (as defined in the Loan
                                   Documents), (c) prepays any permitted
                                   Mezzanine Financing (as defined in the Loan
                                   Documents) in an amount equal to 23.09% of
                                   such Mezzanine Financing, and (d) transfers
                                   the Grayslake Property to a third party not
                                   affiliated with borrower, and provided no (1)
                                   Event of Default exists at the time of
                                   prepayment and (2) following the date of
                                   prepayment, (i) the outstanding principal
                                   amount of the Loan shall not exceed 79% of
                                   the value of the Crystal Lake Property (as
                                   defined in the Loan Documents), and (ii) the
                                   ratio of sustainable net cash flow of the
                                   Crystal Lake Property, to the recalculated
                                   monthly debt service payments for the Loan,
                                   shall not be less than 1.35x.

--------------------------------------------------------------------------------
(xxxi) Qualifications;             666 Fifth Avenue. Pursuant to a recorded air,
Licensing; Zoning                  light and view easement agreement the
                                   original owner and developer of 666 Fifth
                                   Avenue was able to use certain development
                                   rights appurtenant to the New York Public
                                   Library which abuts the subject property and
                                   increase the floor are of each floor of the
                                   building located on the related mortgaged
                                   property located above 162 feet, 6 inches
                                   over the level of the curb at 53rd Street by
                                   4,375 square feet over the maximum area which
                                   would otherwise be permitted by law. Such
                                   easement confers no right upon the Owner of
                                   the related mortgaged property to build
                                   within the air space above the public library
                                   and is granted for so long as the building
                                   erected on the 666 Fifth Avenue Mortgaged
                                   Property shall continue to stand. In the
                                   event of a casualty that results in the total
                                   destruction or demolition of the building at
                                   666 Fifth Avenue, any structure erected in
                                   replacement thereof would have to either (a)
                                   contain less square footage on any floors
                                   located above 162 feet, 6 inches above the
                                   curb level of 53rd Street in order to comply
                                   with applicable law or (b) have the benefit
                                   of a new air rights easement granted by the
                                   then owner of the Library property,
                                   conferring the right to use the development
                                   rights appurtenant
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
                                   to the Library.

--------------------------------------------------------------------------------
(xxxii) Property Financial         666 Fifth Avenue. The related borrower is not
Statements                         required to provide annual rent rolls.

                                   Ritz-Carlton Chicago. The related borrower is
                                   only required to provide rent rolls on a
                                   monthly basis and operating statements on a
                                   monthly and annual basis.

--------------------------------------------------------------------------------
(xxxiii) Single Purpose Entity     Ritz-Carlton Chicago. No non-consolidation
                                   opinion was issued in connection with this
                                   loan.

--------------------------------------------------------------------------------
(xxxv) Legal Proceedings           666 Fifth Avenue. The party from whom
                                   borrower acquired title to the related
                                   property is the named defendant in one or
                                   more lawsuits initiated by tenants of the 666
                                   Fifth Avenue Mortgaged Property, Citibank,
                                   N.A. and DCA Advertising, Inc., in which such
                                   tenants claim that the landlord under their
                                   leases failed to perform its obligations
                                   thereunder to timely provide tax statements
                                   and to adjust the rent in accordance with
                                   such leases. In connection with the
                                   borrower's acquisition of the related
                                   property from such named defendant and
                                   pursuant to the purchase agreement ("666
                                   Fifth Avenue Purchase Agreement") between
                                   such parties, the borrower obtained an
                                   indemnity from the seller against any claims,
                                   costs, losses, expenses or damages incurred
                                   by borrower in connection with the claims of
                                   such tenant that their rent should be reduced
                                   by an amount equal to such tenants' pro rata
                                   share of the decrease in the real estate tax
                                   from the base taxes set forth in their
                                   respective leases. Pursuant to the 666 Fifth
                                   Avenue Purchase Agreement, the seller
                                   thereunder to secure its faithful performance
                                   under the indemnity, delivered to the 666
                                   Fifth Avenue borrower an irrevocable letter
                                   of credit in the amount of $3,000,000. Said
                                   letter of credit is transferable pursuant to
                                   its terms to any successor to the related
                                   borrower's interest in the 666 Fifth Avenue
                                   property. The 666 Fifth Avenue loan documents
                                   provide that upon the occurrence of an event
                                   of default under the 666 Fifth Avenue loan,
                                   the lender may request that such letter of
                                   credit be delivered to lender.

--------------------------------------------------------------------------------
(xxxviii) Cross-                   666 Fifth Avenue. The related mortgage also
Collateralization                  secures the 666 Fifth Avenue Non-Trust Loan.

                                   Tower Square. The related mortgage also
                                   secures the Tower Square Non-Trust Loan.

                                   Two Penn Plaza. The related mortgage also
                                   secures the Two Penn Plaza Non-Trust Loans.

--------------------------------------------------------------------------------
(lviii) ARD Mortgage Loan          Two Penn Plaza. Absent another triggering
                                   event, monies deposited into the lender's
                                   collection account will not be swept to the
                                   lender's holding account, but will instead be
                                   swept to the borrower's account.
--------------------------------------------------------------------------------

<PAGE>

                                  SCHEDULE III

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

---------------------------------------------------------------------
MORTGAGE
  LOAN                                                   CUT-OFF DATE
 NUMBER      PROPERTY NAME             ADDRESS              BALANCE
---------------------------------------------------------------------
                               14116-14170 Minnieville
   60      Minnieville Plaza            Road              $3,252,549
---------------------------------------------------------------------

<PAGE>

                                   SCHEDULE IV

                SCHEDULE OF EARLY DEFEASANCE TRUST MORTGAGE LOANS

------------------------------------------------------------------------
MORTGAGE
  LOAN                                                      CUT-OFF DATE
 NUMBER        PROPERTY NAME              ADDRESS             BALANCE
------------------------------------------------------------------------
   58       Rite Aid - Westlake   23709 Center Ridge Road    $3,504,378
------------------------------------------------------------------------
   61      Rite Aid - Hermiston    835 South Highway 395     $3,216,470
------------------------------------------------------------------------
   71        Rite Aid - Monroe     1801 Louisville Avenue    $2,789,107
------------------------------------------------------------------------

<PAGE>

                                   SCHEDULE V

                         INITIAL DEPOSIT MORTGAGE LOANS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
MORTGAGE                                                 DATE OF
  LOAN                                                 ORIGINATION/                       MORTGAGE
 NUMBER                    PROPERTY NAME               CUT-OFF DATE   INITIAL DEPOSIT   LOAN SELLER
---------------------------------------------------------------------------------------------------
<S>        <C>                                           <C>            <C>                 <C>
    1a     Westfield Shoppingtown Garden State Plaza     5/18/2004      $557,438.56          LB
---------------------------------------------------------------------------------------------------
    1b     Westfield Shoppingtown Garden State Plaza     5/18/2004      $557,438.56         UBS
---------------------------------------------------------------------------------------------------
   17                     Regal Cinema                   5/21/2004      $ 67,949.21         UBS
---------------------------------------------------------------------------------------------------
   28            Plantation Meadows Apartments           5/17/2004      $ 47,484.90         UBS
---------------------------------------------------------------------------------------------------
   32                  Quittner Building                 5/19/2004      $ 67,949.21         UBS
---------------------------------------------------------------------------------------------------
   73                  Superior Warehouse                5/13/2004      $ 12,792.67          LB
---------------------------------------------------------------------------------------------------
   79                    Norwalk Center                  5/19/2004      $ 12,675.56          LB
---------------------------------------------------------------------------------------------------
   85          Washington Mutual Plaza at Delray         5/13/2004      $  8,851.36          LB
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                   SCHEDULE VI

                      SCHEDULE OF MORTGAGE LOANS SECURED BY
                   A HOSPITALITY PROPERTY OR NURSING FACILITY

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
MORTGAGE                                                                  DATE OF
  LOAN                                                       TYPE OF   ORIGINATION/     MORTGAGE
 NUMBER               PROPERTY NAME AND ADDRESS             PROPERTY   CUT-OFF DATE   LOAN SELLER
-------------------------------------------------------------------------------------------------
<S>        <C>                                                <C>        <C>              <C>
    6      The Ritz-Carlton Chicago, A Four Seasons Hotel     Hotel      1/23/2004         LB
-------------------------------------------------------------------------------------------------
    9         Sirata Beach Resort & Conference Center         Hotel      4/19/2004        UBS
-------------------------------------------------------------------------------------------------
   40          Holiday Inn Express - Sorrento Valley          Hotel       5/4/2004        UBS
-------------------------------------------------------------------------------------------------
   53                 La Quinta Inn - Old Town                Hotel       5/4/2004        UBS
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                   EXHIBIT A-1

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

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C4
         CLASS [A-1] [A-2] [A-3] [A-4] COMMERCIAL MORTGAGE PASS-THROUGH
                                  CERTIFICATE,
                                 SERIES 2004-C4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

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

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
May 11, 2004                               Class [A-1] [A-2] [A-3] [A-4]
                                           Certificates as of the Closing Date:
                                           $____________

Cut-off Date:  May 11, 2004 (or, as to     Aggregate unpaid principal balance of
any particular Mortgage Loan, if later,    the Mortgage Pool as of the Cut-off
the date of origination)                   Date, after deducting payments of
                                           principal due on or before such date
                                           (the "Initial Pool Balance"):
Closing Date: June 7, 2004                 $1,411,730,587

First Distribution Date: June 17, 2004

Master Servicer: Wachovia Bank, National   Trustee: Wells Fargo Bank, N.A.
Association

Special Servicer: Lennar Partners, Inc.

Certificate No. [A-1] [A-2] [A-3]          CUSIP No.: _____________
[A-4]-___


                                      A-1-1

<PAGE>

[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling


                                      A-1-2

<PAGE>

and Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A., as trustee (the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.


                                      A-1-3

<PAGE>

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial 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 service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY 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). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all


                                      A-1-4

<PAGE>

purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

          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 approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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-1-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                         WELLS FARGO BANK, N.A.,
                                         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:
       ----------------

                                         WELLS FARGO BANK, N.A.,
                                         as Certificate Registrar


                                         By:
                                             -----------------------------------
                                             Authorized Officer


                                      A-1-6

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:


                                         ---------------------------------------
                                         Signature by or on behalf of Assignor


                                         ---------------------------------------
                                         Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.


          Distributions made by check (such check to be made payable to ________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                      A-1-7

<PAGE>

                                   EXHIBIT A-2

                           FORM OF CLASS X CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C4
              CLASS X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: Variable                Initial Certificate Notional Amount
                                           of this Certificate as of the Closing
                                           Date:
                                           $ ___________

Date of Pooling and Servicing Agreement:   Class Notional Amount of all the
May 11, 2004                               Class X Certificates as of the
                                           Closing Date:
                                           $ ___________

Cut-off Date: May 11, 2004 (or, as to      Aggregate unpaid principal balance of
any particular Mortgage Loan, if later,    the Mortgage Pool as of the Cut-off
the date of origination)                   Date, after deducting payments of
                                           principal due on or before such date
                                           (the "Initial Pool Balance"):
Closing Date:  June 7, 2004                $1,411,730,587

First Distribution Date: June 17, 2004

Master Servicer: Wachovia Bank,            Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: Lennar Partners, Inc.

Certificate No.  X-___                     CUSIP No.: _____________


                                      A-2-1

<PAGE>

[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE


                                      A-2-2

<PAGE>

A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY
DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS
OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS
CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank, N.A., as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable


                                      A-2-3

<PAGE>

Distribution Date in respect of the Class of Certificates to which this
Certificate belongs; provided that the initial Record Date will be the Closing
Date. All distributions made under the Agreement in respect of this Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, no later than) the
Record Date for such distribution (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial 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 this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to


                                      A-2-4

<PAGE>

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 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 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


                                      A-2-5

<PAGE>

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 third preceding paragraph, (ii) a certification from
such Certificate Owner to the effect that it is the lawful owner of the
beneficial interest being transferred and (iii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of such certifications and/or
opinions and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Rule 144A Global Certificate by the denomination of
the transferred interests in such Rule 144A Global Certificate, and shall cause
a Definitive Certificate of the same Class as such Rule 144A Global Certificate,
and in a denomination equal to the reduction in the denomination of such Rule
144A Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee.

          Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.

          Notwithstanding the preceding paragraph, any interest in a Regulation
S Global Certificate for a Class of Book-Entry Non-Registered Certificates may
be transferred by the Depositor or any Affiliate of the Depositor to any Person
who takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates upon delivery to the Certificate
Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and
(y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee to
debit the account of a Depository Participant by a denomination 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.


                                      A-2-6

<PAGE>

          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 Securities LLC, the
Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar
and their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing the 666 Fifth Avenue
Trust Mortgage Loan or any 666 Fifth Avenue REO Property, 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


                                      A-2-7

<PAGE>

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.

          [FOR BOOK ENTRY 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). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          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


                                      A-2-8

<PAGE>

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 approximately 1.0% of the Initial
Pool Balance specified on the face hereof.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of any REMIC Pool as a REMIC, without the consent of the
Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-2-9

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class X Certificates referred to in the
within-mentioned Agreement.

Dated:
       -------------

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-2-10

<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-2-11

<PAGE>

                                   EXHIBIT A-3

                  FORM OF CLASS [B] [C] [D] [E] [F] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C4
     CLASS [B] [C] [D] [E] [F] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: Variable                Initial Certificate Principal Balance
                                           of this Certificate as of the Closing
                                           Date:
                                           $_____________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
May 11, 2004                               Class [B] [C] [D] [E] [F]
                                           Certificates as of the Closing Date:
                                           $_____________

Cut-off Date: May 11, 2004 (or, as to      Aggregate unpaid principal balance of
any particular Mortgage Loan, if later,    the Mortgage Pool as of the Cut-off
the date of origination)                   Date, after deducting payments of
                                           principal due on or before such date
                                           (the "Initial Pool Balance"):
Closing Date: June 7, 2004                 $1,411,730,587

First Distribution Date: June 17, 2004

Master Servicer: Wachovia Bank, National   Trustee: Wells Fargo Bank, N.A.
Association

Special Servicer: Lennar Partners, Inc.

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


                                      A-3-1

<PAGE>

[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its


                                      A-3-2

<PAGE>

"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc., as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement) and Wells Fargo Bank, N.A., as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.


                                      A-3-3

<PAGE>

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial 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 service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY 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). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.


                                      A-3-4

<PAGE>

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          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 approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of any REMIC Pool as a REMIC, without the consent of the
Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-3-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                           WELLS FARGO BANK, N.A.,
                                           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:
       --------------

                                           WELLS FARGO BANK, N.A.,
                                           as Certificate Registrar


                                           By:
                                               ---------------------------------
                                               Authorized Officer


                                      A-3-6

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
                                  of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
_____________________________________ for the account of _______________________
____________________________________________________________.

          Distributions made by check (such check to be made payable to ________
_____________________________) and all applicable statements and notices should
be mailed to ___________________________________________________________________

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                      A-3-7

<PAGE>

                                   EXHIBIT A-4

  FORM OF CLASS [A-1B] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C4
  CLASS [A-1B] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] COMMERCIAL MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: [Variable]              Initial Certificate Principal Balance
                                           of this Certificate as of the Closing
                                           Date:
                                           $___________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
May 11, 2004                               Class [A-1b] [G] [H] [J] [K] [L] [M]
                                           [N] [P] [Q] [S] [T] Certificates as
                                           of the Closing Date:
                                           $___________

Cut-off Date: May 11, 2004 (or, as to      Aggregate unpaid principal balance of
any particular Mortgage Loan, if later,    the Mortgage Pool as of the Cut-off
the date of origination)                   Date, after deducting payments of
                                           principal due on or before such date
                                           (the "Initial Pool Balance"):
Closing Date: June 7, 2004                 $1,411,730,587

First Distribution Date: June 17, 2004

Master Servicer: Wachovia Bank, National   Trustee: Wells Fargo Bank, N.A.
Association

Special Servicer: Lennar Partners, Inc.

Certificate No. [A-1b] [G] [H] [J] [K]
[L] [M] [N] [P] [Q] [S] [T]-___            CUSIP No.: _____________


                                      A-4-1

<PAGE>

[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

[FOR A CLASS [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] CERTIFICATE: THE CLASS
OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


                                      A-4-2

<PAGE>

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS
CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A., as trustee (the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced


                                      A-4-3

<PAGE>

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; provided that the initial Record
Date will be the Closing Date. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial 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


                                      A-4-4

<PAGE>

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

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee 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 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.


                                      A-4-5

<PAGE>

          [FOR CLASS T CERTIFICATES ONLY: 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, any Certificate Owner desiring to
effect a transfer of this Certificate or any interest herein may not sell or
otherwise transfer this Certificate or any interest herein unless it has
provided the Depositor with prior written notice of such transfer (together with
a copy of the certificate (executed by the proposed transferee) or Opinion of
Counsel referred to in the preceding paragraph); such notice to be delivered to
Structured Asset Securities Corporation II, 745 Seventh Avenue, New York, New
York 10019, Attention: Scott Lechner--LB-UBS Commercial Mortgage Trust 2004-C4,
facsimile number: (646) 758-4203.]

          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 third preceding paragraph, (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-4-6

<PAGE>

          Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.

          Notwithstanding the preceding paragraph, any interest in a Regulation
S Global Certificate for a Class of Book-Entry Non-Registered Certificates may
be transferred by the Depositor or any Affiliate of the Depositor to any Person
who takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates upon delivery to the Certificate
Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and
(y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee to
debit the account of a Depository Participant by a denomination of interests in
such Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
that is equal to the denomination of beneficial interests in the subject Class
of Certificates to be transferred. Upon delivery to the Certificate Registrar of
such certification and such orders and instructions, the Trustee, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the subject
Class of Certificates and increase the denomination of the Rule 144A Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar
and their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial


                                      A-4-7

<PAGE>

issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates or, if this Certificate constitutes a Global Certificate, any
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, and, if this Certificate
constitutes a Global Certificate, any Certificate Owner transferring an interest
herein shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is rated in one of the four highest generic rating categories by
either Rating Agency, and this Certificate or an interest herein is being
acquired by or on behalf of a Plan in reliance on any of Prohibited Transaction
Exemption 91-14, a certification to the effect that such Plan (X) is an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for
servicing the 666 Fifth Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO
Property, 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.


                                      A-4-8

<PAGE>

          [FOR BOOK ENTRY 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). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          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 approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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


                                      A-4-9

<PAGE>

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-4-10

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                           WELLS FARGO BANK, N.A.,
                                           as Trustee


                                           By:
                                               ---------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [A-1b] [G] [H] [J] [K] [L] [M] [N] [P] [Q]
[S] [T] Certificates referred to in the within-mentioned Agreement.

Dated:
       -------------

                                           WELLS FARGO BANK, N.A.,
                                           as Certificate Registrar


                                           By:
                                               ---------------------------------
                                               Authorized Officer


                                     A-4-11

<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-4-12

<PAGE>

                                   EXHIBIT A-5

              FORM OF CLASS [R-I] [R-II] [R-III] [R-LR] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C4
       CLASS [R-I] [R-II] [R-III] [R-LR] COMMERCIAL MORTGAGE PASS-THROUGH
                                  CERTIFICATE,
                                 SERIES 2004-C4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Date of Pooling and Servicing Agreement:   Percentage Interest evidenced by this
May 11, 2004                               Certificate in the related
                                           Class: ____%

Cut-off Date: May 11, 2004 (or, as to      Aggregate unpaid principal balance of
any particular Mortgage Loan, if later,    the Mortgage Pool as of the Cut-off
the date of origination)                   Date, after deducting payments of
                                           principal due on or before such date
                                           (the "Initial Pool Balance"):
Closing Date: June 7, 2004                 $1,411,730,587

First Distribution Date: June 17, 2004

Master Servicer: Wachovia Bank,            Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: Lennar Partners, Inc.

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


                                      A-5-1

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., WELLS FARGO BANK, N.A., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

          This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership


                                      A-5-2

<PAGE>

interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank, N.A., as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. In the event of any conflict
between any provision of this Certificate and any provision of the Agreement,
such provision of this Certificate shall be superseded to the extent of such
inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial 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


                                      A-5-3

<PAGE>

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 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 Securities LLC, the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.


                                      A-5-4

<PAGE>

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee, either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
that such Transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. If any Transferee of this Certificate or any interest
herein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that either: (i) such Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
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


                                      A-5-5

<PAGE>

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 Tax 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 regulations section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

          The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

          A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or
(v) a foreign permanent establishment or fixed base (within the meaning of any
applicable income tax treaty between the United States and any foreign
jurisdiction) of a United States Tax Person..

          A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iii) rural electric and telephone cooperatives described in
Section 1381 of the Code and (iv) any other Person so designated by the 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 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-5-6

<PAGE>

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

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

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

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.


                                      A-5-7

<PAGE>

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          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 approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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-5-8

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [R-I] [R-II] [R-III] [R-LR] Certificates
referred to in the within-mentioned Agreement.

Dated:
       -------------------

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                      A-5-9

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:


                                        ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
___________________________________ 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-5-10

<PAGE>

                                   EXHIBIT A-6

                           FORM OF CLASS V CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C4
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C4

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

Date of Pooling and Sercicing Agreeent:    Percentage Interest evidenced by this
May 11, 2004                               Certificate in Class V: ____%

Cut-off Date: May 11, 2004 (or, as to      Aggregate unpaid principal balance of
any particular Mortgage Loan, if later,    the Mortgage Pool as of the Cut-off
the date of origination)                   Date, after deducting payments of
                                           principal due on or before such date
                                           (the "Initial Pool Balance"):
Closing Date: June 7, 2004                 $1,411,730,587

First Distribution Date: June 17, 2004

Master Servicer:  Wachovia Bank,           Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: Lennar Partners, Inc.

Certificate No.  V-___


                                      A-6-1

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., WELLS FARGO BANK, N.A., 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 TRUST MORTGAGE LOANS SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

          This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Class V Certificates. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc., as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement) and Wells Fargo Bank, N.A., as trustee
(the "Trustee", 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.


                                      A-6-2

<PAGE>

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial 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.


                                      A-6-3

<PAGE>

          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 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 Securities LLC, the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee, either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section


                                      A-6-4

<PAGE>

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). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agents of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

          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 approximately 1.0% of the Initial Pool Balance
specified on the face hereof.


                                      A-6-5

<PAGE>

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee thereunder
and the rights of the Certificateholders thereunder, at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee 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-6-6

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                           Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:
       -------------

                                        WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                        By:
                                           -------------------------------------
                                           Authorized Officer


                                      A-6-7

<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-6-8

<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 2004-C4
              Commercial Mortgage Pass Through Certificates, Series
              2004-C4 (the "Certificates")

Ladies and Gentlemen:

          Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of May 11, 2004, relating to the above-referenced Certificates (the
"Agreement"), Wells Fargo Bank, N.A., in its capacity as trustee (the
"Trustee"), hereby certifies as to each Mortgage Loan subject as of the date
hereof to the Agreement (except as identified in the exception report attached
hereto) that: (i) all documents specified in clauses (a)(i) through (a)(xiv)
(without regard to the second parenthetical in such clause (a)(xiv)) of the
definition of "Mortgage File" or, in the case of the 666 Fifth Avenue 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) of the Agreement has been
completed (based solely on receipt by the Trustee of the particular
recorded/filed documents); (iii) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to
in Section 2.02(a) of the Agreement and in this Certification and only as to the
foregoing documents, the information set forth in the Trust Mortgage Loan
Schedule with respect to the items specified in clauses (v) and (vi)(B) of the
definition of "Trust Mortgage Loan Schedule" accurately reflects the information
set forth in the Mortgage File.

          Neither the Trustee nor any Custodian is under any duty or obligation
to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.


                                       C-1

<PAGE>

          Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                        Respectfully,

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee


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


                                       C-2

<PAGE>

                                   SCHEDULE A

Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida 33139
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

LUBS Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

UBS Real Estate Investments Inc.
1285 Avenue of the Americas
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2004-C4

[EACH OF THE SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDERS]


                                       C-3

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A., as Trustee
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

[For Lehman Trust Mortgage Loans, with a copy to:

LaSalle Bank National Association, as Custodian
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial
           Mortgage Trust 2004-C4]

          Re: LB-UBS Commercial Mortgage Trust 2004-C4,
              Commercial Mortgage Pass-Through Certificates, Series 2004-C4

          In connection with the administration of the Mortgage Files held by
you as Trustee (or by a Custodian on your behalf), under that certain Pooling
and Servicing Agreement dated as of May 11, 2004 (the "Pooling and Servicing
Agreement"), by and between Structured Asset Securities Corporation II, as
depositor, Wachovia Bank, National Association, as master servicer (the "Master
Servicer"), Lennar Partners, Inc., as special servicer (the "Special Servicer")
and Wells Fargo Bank, N.A., as trustee (the "Trustee), the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by you as Trustee or by a Custodian on your behalf, 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
                    Accounts pursuant to the Pooling and Servicing Agreement,
                    have been or will be so credited.


                                      D-1-1

<PAGE>

     ______    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.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        WACHOVIA BANK, NATIONAL ASSOCIATION


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


                                      D-1-2

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                   ----------

Wells Fargo Bank, N.A., as Trustee
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

[For Lehman Trust Mortgage Loans, with a copy to:

LaSalle Bank National Association, as Custodian
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial
           Mortgage Trust 2004-C4]

          Re: LB-UBS Commercial Mortgage Trust 2004-C4,
              Commercial Mortgage Pass-Through Certificates, Series 2004-C4

     In connection with the administration of the Mortgage Files held by you as
Trustee (or by a Custodian on your behalf), under that certain Pooling and
Servicing Agreement dated as of May 11, 2004 (the "Pooling and Servicing
Agreement"), by and between Structured Asset Securities Corporation II, as
depositor, Wachovia Bank, National Association, as master servicer (the "Master
Servicer"), Lennar Partners, Inc., as special servicer (the "Special Servicer")
and Wells Fargo Bank, N.A., as trustee (the "Trustee), the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by you as Trustee or by a Custodian on your behalf, 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


                                      D-2-1

<PAGE>

               to be credited to the Custodial Accounts pursuant to the Pooling
               and Servicing Agreement, have been or will be so credited.

     ______    2.   Other. (Describe) __________________________________________

                    ____________________________________________________________

                    ____________________________________________________________

          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof (or within such
longer period as we have indicated as part of our reason for the request),
unless the Mortgage Loan has been paid in full or otherwise liquidated, in which
case the Mortgage File (or such portion thereof) will be retained by us
permanently.

          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

                        LOAN PAYMENT NOTIFICATION REPORT
                           AS OF _____________________

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
         S4               S55           S61      S58       P7        P8         P10
----------------------------------------------------------------------------------------
                                                        SCHEDULED
                       SHORT NAME                        MORTGAGE   PAID
    PROSPECTUS           (WHEN       PROPERTY              LOAN     THRU      CURRENT
        ID            APPROPRIATE)     TYPE     STATE    BALANCE    DATE   INTEREST RATE
----------------------------------------------------------------------------------------
<S>                   <C>            <C>        <C>     <C>         <C>    <C>
----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
SCHEDULED PAYMENTS

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

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

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

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

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

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

----------------------------------------------------------------------------------------
UNSCHEDULED PAYMENT

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

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

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

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

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

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

----------------------------------------------------------------------------------------
TOTAL:                                                  $

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

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

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

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

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

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

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

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

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

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

<CAPTION>
-------------------------------------------------------------------------------------------------
         S4              P11         P93          P97           SERVICER ESTIMATED INFORMATION
-------------------------------------------------------------------------------------------------
                                 PRECEDING
                                 FISCAL YR.                               EXPECTED     EXPECTED
   PROSPECTUS         MATURITY      DSCR      MOST RECENT      YIELD       PAYMENT   DISTRIBUTION
       ID               DATE         NCR        DSCR NCF    MAINTENANCE     DATE         DATE
-------------------------------------------------------------------------------------------------
<S>                   <C>        <C>          <C>           <C>           <C>        <C>
-------------------------------------------------------------------------------------------------
SCHEDULED PAYMENTS

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------
UNSCHEDULED PAYMENT

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------
TOTAL:

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------
</TABLE>

THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.


                                       E-1

<PAGE>

                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

     Re:  LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
          Pass-Through Certificates, Series 2004-C4, Class _____, [having an
          initial aggregate [Certificate Principal Balance] [Certificate
          Notional Amount] as of June 7, 2004 (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 May 11, 2004, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., as Trustee. All capitalized terms used herein and not otherwise
herein defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
     with the full right to transfer such Certificates free from any and all
     claims and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred


                                      F-1-1

<PAGE>

     Certificates a violation of Section 5 of the Securities Act or any state
     securities laws, or would require registration or qualification of the
     Transferred Certificates pursuant to the Securities Act or any state
     securities laws.

                                          Very truly yours,

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


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


                                      F-1-2

<PAGE>

                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

          Re: LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4, Class ___, [having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of June 7, 2004 (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 May 11, 2004, between
Structured Asset Securities Corporation II, as Depositor, Wachovia Bank,
National Association, as Master Servicer, Lennar Partners, Inc., as Special
Servicer and Wells Fargo Bank, N.A., as Trustee. 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 Trust Mortgage
     Loans, (d) the Pooling and Servicing Agreement and the Trust Fund created
     pursuant thereto, and (e) all related matters, that it has requested.


                                     F-2A-1

<PAGE>

          3. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgement below.

                                          Very truly yours,

                                          --------------------------------------
                                          (Transferee)


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

                             Nominee Acknowledgement

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                          --------------------------------------
                                          (Nominee)


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


                                     F-2A-2

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis
     $_____________________(1) in securities (other than the excluded securities
     referred to below) as of the end of such entity's most recent fiscal year
     (such amount being calculated in accordance with Rule 144A) and (ii) the
     Transferee satisfies the criteria in the category marked below.

     _____   Corporation, etc. The Transferee is a corporation (other than a
             bank, savings and loan association or similar institution),
             Massachusetts or similar business trust, partnership, or any
             organization described in Section 501(c)(3) of the Internal Revenue
             Code of 1986, as amended.

     _____   Bank. The Transferee (a) is a national bank or a banking
             institution organized under the laws of any state, U.S. territory
             or the District of Columbia, the business of which is substantially
             confined to banking and is supervised by the state or territorial
             banking commission or similar official or is a foreign bank or
             equivalent institution, and (b) has an audited net worth of at
             least $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto, as of a date not
             more than 16 months preceding the date of sale of the Transferred
             Certificates in the case of a U.S. bank, and not more than 18
             months preceding such date of sale in the case of a foreign bank or
             equivalent institution.

     _____   Savings and 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

----------
(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>

             or equivalent institution and (b) has an audited net worth of at
             least $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto, as of a date not
             more than 16 months preceding the date of sale of the Transferred
             Certificates in the case of a U.S. savings and loan association,
             and not more than 18 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


                                     F-2A-4

<PAGE>

     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 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,


                                     F-2A-6

<PAGE>

     (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.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee will be in reliance on Rule 144A.

          ___   ___   Will the Transferee be purchasing the Transferred
          Yes   No    Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's purchase of the Transferred Certificates will
     constitute a reaffirmation of this certification by the undersigned as of
     the date of such purchase.


                                     F-2A-7

<PAGE>

          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-8

<PAGE>

                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

          Re: LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4, Class _____,[having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of June 7, 2004 (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 May 11, 2004, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, Lennar Partners, Inc., as Special Servicer and Wells Fargo
Bank, N.A., as Trustee. 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-1

<PAGE>

     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 Securities Act,
     together with copies of the written certification(s) from the transferor
     and/or transferee setting forth the facts surrounding the transfer upon
     which such opinion is based.

          3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or interest therein, except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a pledge, disposition or other transfer of any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in any
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred


                                     F-2B-2

<PAGE>

     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 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.


                                     F-2B-3

<PAGE>

          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-4

<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 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4, Class _____, having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of June 7, 2004 (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 May 11, 2004, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, Lennar Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A.,
as Trustee. 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


                                     F-2C-1

<PAGE>

     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.

          3. The Transferee understands that it may not sell or otherwise
     transfer the Transferred Certificates or any interest therein except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that the
     Transferred Certificates will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     F-2C-2

<PAGE>

          4. The Transferee understands that, if the Transferred Certificate is
     a Class T Certificate, it may not sell or otherwise transfer such
     Transferred Certificate or any interest therein unless it has provided
     prior written notice of such transfer (together with a copy of the
     Transferee Certificate in the form hereof executed by the proposed
     transferee of such Transferred Certificate) to Structured Asset Securities
     Corporation II, 745 Seventh Avenue, New York, New York 10019, Attention:
     Scott Lechner--LB-UBS Commercial Mortgage Trust 2004-C4, facsimile number:
     (646) 758-4203.

          5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, (e) any credit enhancement mechanism associated with the
     Transferred Certificates, and (f) all related matters, that it has
     requested.

                                          Very truly yours,

                                          --------------------------------------
                                          (Transferee)


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


                                     F-2C-3

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquiring interests in the Transferred Certificates (the
     "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
     144A"), because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $____________(2) in
     securities (other than the excluded securities referred to below) as of the
     end of such entity's most recent fiscal year (such amount being calculated
     in accordance with Rule 144A) and (ii) the Transferee satisfies the
     criteria in the category marked below.

     _____   Corporation, etc. The Transferee is a corporation (other than a
             bank, savings and loan association or similar institution),
             Massachusetts or similar business trust, partnership, or any
             organization described in Section 501(c)(3) of the Internal Revenue
             Code of 1986, as amended.

     _____   Bank. The Transferee (a) is a national bank or a banking
             institution organized under the laws of any state, U.S. territory
             or the District of Columbia, the business of which is substantially
             confined to banking and is supervised by the state or territorial
             banking commission or similar official or is a foreign bank or
             equivalent institution, and (b) has an audited net worth of at
             least $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto, as of a date not
             more than 16 months preceding the date of sale of the Transferred
             Certificates in the case of a U.S. bank, and not more than 18
             months preceding such date of sale in the case of a foreign bank or
             equivalent institution.

     _____   Savings and Loan. The Transferee (a) is a savings and loan
             association, building and loan association, cooperative bank,
             homestead association or similar institution, which is supervised
             and examined by a state or federal authority having supervision
             over any such institutions or is a foreign savings and loan

----------
(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-4

<PAGE>

             association or equivalent institution and (b) has an audited net
             worth of at least $25,000,000 as demonstrated in its latest annual
             financial statements, a copy of which is attached hereto, as of a
             date not more than 16 months preceding the date of sale of the
             Transferred Certificates in the case of a U.S. savings and loan
             association, and not more than 18 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


                                     F-2C-5

<PAGE>

     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 the
     statements made herein because one or more Transfers to the Transferee may
     be in reliance on Rule 144A.

          ___   ___   Will the Transferee be acquiring interests in the
          Yes   No    Transferred Certificates only for the Transferee's own
                      account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's acquisition of any
     interest in of the Transferred Certificates will constitute a reaffirmation
     of this certification as of the date of such acquisition. In addition, if
     the Transferee is a bank or savings and loan as provided above, the
     Transferee agrees that it will furnish to such parties any updated annual
     financial statements that become available on or before the date of such
     acquisition, promptly after they become available.

          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.

                                          --------------------------------------
                                          (Transferee)


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


                                     F-2C-6

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquired interests the Transferred Certificates (the
     "Transferee") or, if the Transferee is a "qualified institutional buyer" as
     that term is defined in Rule 144A under the Securities Act of 1933, as
     amended ("Rule 144A"), because the Transferee is part of a Family of
     Investment Companies (as defined below), is an executive officer of the
     investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, as amended, and (ii) as marked
     below, the Transferee alone owned and/or invested on a discretionary basis,
     or the Transferee's Family of Investment Companies owned, at least
     [$100,000,000] in securities (other than the excluded securities referred
     to below) as of the end of the Transferee's most recent fiscal year. For
     purposes of determining the amount of securities owned by the Transferee or
     the Transferee's Family of Investment Companies, the cost of such
     securities was used, unless the Transferee or any member of the
     Transferee's Family of Investment Companies, as the case may be, reports
     its securities holdings in its financial statements on the basis of their
     market value, and no current information with respect to the cost of those
     securities has been published, in which case the securities of such entity
     were valued at market.

          ____   The Transferee owned and/or invested on a discretionary basis
                 $___________________ in securities (other than the excluded
                 securities referred to below) as of the end of the Transferee's
                 most recent fiscal year (such amount being calculated in
                 accordance with Rule 144A).

          ____   The Transferee is part of a Family of Investment Companies
                 which owned in the aggregate $______________ in securities
                 (other than the excluded securities referred to below) as of
                 the end of the Transferee's most recent fiscal year (such
                 amount being calculated in accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).


                                     F-2C-7

<PAGE>

          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.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more Transfers to the Transferee will be in reliance on Rule 144A.

          ___    ___   Will the Transferee be acquiring interests in the
          Yes    No    Transferred Certificates only for the Transferee's own
                       account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's acquisition of any interest in the
     Transferred Certificates will constitute a reaffirmation of this
     certification by the undersigned as of the date of such acquisition.


                                     F-2C-8

<PAGE>

          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.

                                          --------------------------------------
                                          (Transferee or Adviser)


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

                                          IF AN ADVISER:

                                          Print Name of Transferee

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

                                          Date:


                                     F-2C-9

<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 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4, Class _____, having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of June 7, 2004 (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 May 11, 2004, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, Lennar Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A.,
as Trustee. 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


                                     F-2D-1

<PAGE>

United States, other than one held for the benefit or account of a non-United
States Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; 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
                               -------------    --

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479

Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

          Re:  LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C4 (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 June 7, 2004 (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 May 11, 2004, between Structured
Asset Securities Corporation II, as depositor, Wachovia Bank, National
Association, as master servicer, Lennar Partners, Inc., as special servicer and
Wells Fargo Bank, N.A., as trustee. 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


                                      G-1-1

<PAGE>

             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, any Person
             responsible for servicing the 666 Fifth Avenue Trust Mortgage Loan
             or any 666 Fifth Avenue REO Property, 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 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 2004-C4, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C4 (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 June 7, 2004 (the "Closing Date")
of $__________] [evidencing a ____% Percentage Interest in the related Class]
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of May 11, 2004(the "Pooling and Servicing Agreement"), among Structured
Asset Securities Corporation II, as depositor, Wachovia Bank, National
Association, as master servicer, Lennar Partners, Inc., as special servicer and
Wells Fargo Bank, N.A., as trustee. 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


                                      G-2-1

<PAGE>

             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, any Person responsible for servicing the 666 Fifth
             Avenue Trust Mortgage Loan or any 666 Fifth Avenue REO Property,
             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
             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 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4 (the "Certificates"),
              issued pursuant to the Pooling and Servicing Agreement (the
              "Pooling and Servicing Agreement"), dated as of May 11, 2004,
              between Structured Asset Securities Corporation II, as Depositor,
              Wachovia Bank, National Association, as Master Servicer, Lennar
              Partners, Inc., as Special Servicer and Wells Fargo Bank, N.A.,
              as Trustee

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

          The undersigned declares that, to the best knowledge and belief of the
undersigned, the following representations are true, correct and complete:

          1. ______________________________ (the "Purchaser"), is acquiring
[Class R-I] [Class R-II] [Class R-III][Class R-LR] Certificates representing
________% of the residual interest in [each of] the real estate mortgage
investment conduit[s] ([each,] a "REMIC") designated as ["REMIC I"]["REMIC
II"]["REMIC III"][a "Loan REMIC"], [respectively], relating to the Certificates
for which an election is to be made under Section 860D of the Internal Revenue
Code of 1986, as amended (the "Code").

          2. The Purchaser is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the [Class R-I] [Class R-II]
[Class R-III][Class R-LR] Certificates for the account of, or as agent or
nominee of, or with a view to the transfer of direct or indirect record or
beneficial ownership thereof, to a Disqualified Organization. For the purposes
hereof, a Disqualified Organization is any of the following: (i) the United
States, (ii) any state or political subdivision thereof, (iii) any foreign
government, (iv) any international organization, (v) any agency or
instrumentality of any of the foregoing, (vi) any tax-exempt organization (other
than a cooperative described in Section 521 of the Code) which is exempt from
the tax imposed by Chapter 1 of the Code unless such organization is subject to
the tax imposed by Section 511 of the Code, (vii) any organization described in
Section 1381(a)(2)(C) of the Code, or (viii) any other entity designated as a
"disqualified organization" by relevant legislation amending the REMIC
Provisions and in effect at or proposed to be effective as of the time of
determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board


                                      H-1-1

<PAGE>

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.

          3. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

          4. The Purchaser will not cause the income from the [Class R-I] [Class
R-II] [Class R-III][Class R-LR] Certificates to be attributable to a foreign
permanent establishment or fixed base (within the meaning of any applicable
income tax treaty between the United States and any foreign jurisdiction) of a
United States Tax Person.

          5. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] [Class R-III][Class R-LR] Certificates to a
Disqualified Organization.

          6. No purpose of the acquisition of the [Class R-I] [Class R-II]
[Class R-III][Class R-LR] Certificates is to impede the assessment or collection
of tax

          7. [Check the statement that applies]

     o    If the Transferor requires the safe harbor under Treasury regulations
          section 1.860E-1 to apply:

          a) In accordance with Treasury regulations section 1.860E-1, the
     Purchaser (i) is an "eligible corporation" as defined in Section
     1.860E-1(c)(6)(i) of the Treasury regulations, as to which the income of
     [Class R-I] [Class R-II] [Class R-III][Class R-LR] Certificates will only
     be subject to taxation in the United States, (ii) has, and has had in each
     of its two preceding fiscal years, gross assets for financial reporting
     purposes (excluding any obligation of a person related to the transferee
     within the meaning of Section 1.860E-1(c)(6)(ii) of the Treasury
     regulations or any other assets if a principal purpose for holding or
     acquiring such asset is to satisfy this condition) in excess of $100
     million and net assets of $10 million, and (iii) hereby agrees only to
     transfer the Certificate to another corporation meeting the criteria set
     forth in Treasury regulations section 1.860E-1; ________________________[_]

          or

          b) The Purchaser is a United States Tax Person and the consideration
     paid to the Purchaser for accepting the [Class R-I] [Class R-II] [Class
     R-III][Class R-LR] Certificates is greater than the present value of the
     anticipated net federal income taxes and tax benefits ("Tax Liability
     Present Value") associated with owning such Certificates, with such present
     value computed using a discount rate equal to the "Federal short-term rate"
     prescribed by Section 1274 of the Code as of the date hereof or, to the
     extent it is not, if the Transferee has asserted that it regularly borrows,
     in the ordinary course of its trade or business, substantial funds from
     unrelated third parties at a lower interest rate than such applicable
     federal rate and the consideration paid to the Purchaser is greater than
     the Tax Liability Present Value using such lower interest rate as the
     discount rate, the transactions with the unrelated third party lenders, the


                                      H-1-2

<PAGE>

     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 Treasury
          regulations section 1.860E-1 to apply:

          a) The Purchaser is a "United States person" as defined in Section
     7701(a) of the Code and the regulations promulgated thereunder (the
     Purchaser's U.S. taxpayer identification number is __________). The
     Purchaser is not classified as a partnership under the Code (or, if so
     classified, all of its beneficial owners are United States persons);
     ______________[_]

          or

          b) The Purchaser is not a United States person. However, the
Purchaser:

               (a) conducts a trade or business within the United States and,
          for purposes of Treasury regulations section 1.860G-3(a)(3), is
          subject to tax under Section 882 of the Code;

               (b) understands that, for purposes of Treasury regulations
          section 1.860E-1(c)(4)(ii), as a holder of a [Class R-I] [Class R-II]
          [Class R-III][Class R-LR] Certificate for United States federal income
          tax purposes, it may incur tax liabilities in excess of any cash flows
          generated by such [Class R-I] [Class R-II] [Class R-III][Class R-LR]
          Certificate;

               (c) intends to pay the taxes associated with holding a [Class
          R-I] [Class R-II] [Class R-III][Class R-LR] Certificate;

               (d) is not classified as a partnership under the Code (or, if so
          classified, all of its beneficial owners either satisfy clauses (a),
          (b) and (c) of this sentence or are United States persons); and

               (e) has furnished the Transferor and the Trustee with an
          effective IRS Form W-8ECI or successor form and will update such form
          as may be required under the applicable Treasury regulations ______[_]

               8. The Purchaser historically has paid its debts as they have
     come due and intends to pay its debts as they come due in the future and
     the Purchaser intends to pay taxes associated with holding the [Class R-I]
     [Class R-II] [Class R-III][Class R-LR] Certificates as they become due.

               9. The Purchaser understands that it may incur tax liabilities
     with respect to the [Class R-I] [Class R-II] [Class R-III][Class R-LR]
     Certificates in excess of any cash flows generated by such Certificates.

               10. The Purchaser will not transfer the [Class R-I] [Class R-II]
     [Class R-III][Class R-LR] Certificates to any person or entity as to which
     the Purchaser has not received


                                      H-1-3

<PAGE>

     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 2, 3, 4, 6 or 8 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).

               11. The Purchaser agrees to such amendments of the Pooling and
     Servicing Agreement as may be required to further effectuate the
     prohibition against transferring the [Class R-I] [Class R-II] [Class
     R-III][Class R-LR] Certificates to a Disqualified Organization, an agent
     thereof or a person that does not satisfy the requirements of paragraphs 6
     and 8.

               12. The Purchaser consents to the designation of the Trustee as
     the agent of the Tax Matters Person of [REMIC I] [REMIC II] [REMIC III][the
     related Loan REMIC] pursuant to Section 10.01(d) of the Pooling and
     Servicing Agreement.

          Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of ____.


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

          Personally appeared before me ___________________________ and
___________________________, known or proved to me to be the same persons who
executed the foregoing instrument and to be a _______________________ and
_______________________ of the Purchaser, and acknowledged to me that he/she
each executed the same at his/her free act and deed and at 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]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

          Re: LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III][Class R-LR] Certificates evidencing a
____% Percentage Interest in such Class (the "Residual Interest Certificates").
The Certificates, including the Residual Interest Certificates, were issued
pursuant to the Pooling and Servicing Agreement, dated as of May 11, 2004(the
"Pooling and Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer and Wells Fargo Bank, N.A.,
as trustee. 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.

               3. The Transferor has at the time of this transfer conducted a
     reasonable investigation of the financial condition of the Transferee (or
     the beneficial owners of the Transferee if it is classified as a
     partnership under the Internal Revenue Code of 1986, as amended) as
     contemplated by Treasury regulations 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


                                      H-2-1

<PAGE>

     income tax purposes (and the Transferor may continue to be liable for
     United States income taxes associated therewith) unless the Transferor has
     conducted such an investigation.

                                        Very truly yours,


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


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


                                      H-2-2

<PAGE>

                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT

                                     [Date]

Standard & Poor's Ratings Services,
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st  Floor
New York, New York  10041
Attention:  Commercial Surveillance Department

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007

[FITCH, IF APPLICABLE]

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement, dated as of May 11, 2004 and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2004-C4 (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 or
one or more classes of Serviced Pari Passu Non-Trust Mortgage Loan Securities.
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,


                                        WELLS FARGO BANK, N.A.,
                                        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:


[FITCH INC.


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


                                      I-1-2

<PAGE>

                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]

          Re: LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4

Ladies and Gentlemen:

          Pursuant to [Section 6.09 of the Pooling and Servicing Agreement],
dated as of May 11, 2004, relating to LB-UBS Commercial Mortgage Trust 2004-C4,
Commercial Mortgage Pass-Through Certificates, Series 2004-C4 (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 [(except with respect to the Garden State Plaza Loan Group)]. 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 [(except with respect to the Garden State
Plaza Loan Group)]. 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:_____________________.

          Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Agreement.

                                        [NAME OF PROPOSED SPECIAL SERVICER]


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


                                      I-2-1

<PAGE>

                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT


                                       J-1

<PAGE>

                                                                      SCHEDULE 1

          This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation II, as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and Wells Fargo Bank, N.A., as trustee for the holders of the LB-UBS Commercial
Mortgage Trust 2004-C4, Commercial Mortgage Pass-Through Certificates, Series
2004-C4 (referred to as the "Secured Party" for purposes of this financing
statement only), under that certain Pooling and Servicing Agreement, dated as of
May 11, 2004 (the "Pooling and Servicing Agreement"), between the Debtor, as
depositor, the Secured Party, as trustee (the "Trustee"), Wachovia Bank,
National Association, as master servicer (the "Master Servicer") and Lennar
Partners, Inc., as special servicer (the "Special Servicer"), relating to the
issuance of the LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
Pass-Through Certificates, Series 2004-C4 (the "Series 2004-C4 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 Trust 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 and any Loss of Value Reserve Fund 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 and
any Loss of Value Reserve Fund, (c) any 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>

          (6) (a) the Servicing Accounts and the Reserve Accounts required to be
maintained by the Master Servicer and/or the Special Servicer pursuant to the
Pooling and Servicing Agreement, (b) all funds from time to time on deposit in
the Servicing Accounts and the Reserve Accounts, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

          (7) (a) the Interest Reserve Account and any Excess Liquidation
Proceeds 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 and any Excess Liquidation Proceeds 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 2004-C4 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


                                       J-3

<PAGE>

AN INSTRUMENT, A CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE
MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE
JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION
THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE
SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO
ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH
SECURITY, INSTRUMENT OR OTHER OBLIGATION. WITH RESPECT TO THE FOREGOING, THIS
FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD PARTIES.


                                       J-4

<PAGE>

                             EXHIBIT A TO SCHEDULE 1

                 (See Schedule I- Trust Mortgage Loan Schedule)


                                       J-5

<PAGE>

                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE

Northmarq Capital, Inc.

L.J. Melody & Company of Texas, LP

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

Laureate Capital LLC

Churchill Mortgage Corporation

Midland Loan Services, Inc.


                                       K-1

<PAGE>

                                   EXHIBIT L-1

               FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION
              FOR WEBSITE ACCESS FROM CERTIFICATE [HOLDER] [OWNER]

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:  LB-UBS Commercial Mortgage Trust 2004-C4]

          Re: LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C4

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of May 11, 2004(the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, Lennar
Partners, Inc., as special servicer and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), with respect to LB-UBS Commercial Mortgage Trust 2004-C4, Commercial
Mortgage Pass-Through Certificates, Series 2004-C4 (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 [and username] 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.


                                      L-1-1

<PAGE>

          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
its interest in Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities to which the undersigned is
subject), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part; provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.

          5. 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]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention: LB-UBS Commercial Mortgage Trust 2004-C4]

          Re: LB-UBS Commercial Mortgage Trust 2004-C4,
              Commercial Mortgage Pass-Through Certificates, Series 2004-C4

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of May 11, 2004(the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, Lennar
Partners, Inc., as special servicer and Wells Fargo Bank, N.A., as trustee (the
"Trustee") with respect to LB-UBS Commercial Mortgage Trust 2004-C4, Commercial
Mortgage Pass-Through Certificates, Series 2004-C4 (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 [and username] 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.


                                     L-2-1

<PAGE>

          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. 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.

          5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                      [PROSPECTIVE PURCHASER OF A CERTIFICATE OR
                                      INTEREST THEREIN]


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

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


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


                                     L-2-2

<PAGE>

                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION


                                       M-1

<PAGE>

                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

    For Mortgage Loans: (a) having an unpaid balance of $20,000,000 or less,
  (b) that constitute less than 5%of the aggregate unpaid principal balance of
the Mortgage Pool, or (c) that are not then one of the ten largest (measured by
          unpaid principal balance) Mortgage Loans in the Mortgage Pool

To:   Standard & Poor's Ratings Services,
      a division of The McGraw-Hill Companies, Inc.
      55 Water Street
      New York, New York 10041
      Attn: Commercial Mortgage Surveillance

From: _____________________________________, in its capacity as master servicer
      (the "Master Servicer") under the Pooling and Servicing Agreement dated as
      of May 11, 2004 (the "Pooling and Servicing Agreement"), between
      Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
      National Association, as master servicer (the "Master Servicer"), Lennar
      Partners, Inc., as special servicer, Wells Fargo Bank, N.A., as trustee
      (the "Trustee").

Date:           , 20
      ----------    ---

          Re:  LB-UBS Commercial Mortgage Trust 2004-C4,
               Commercial Mortgage Pass-Through Certificates, Series 2004-C4

          Mortgage loan (the "Mortgage Loan") identified by loan number _____ on
the Trust Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Trust 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


                                       M-2

<PAGE>

          _____   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.

               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.


                                       M-3

<PAGE>

               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 defeasance) on its Maturity Date (or, in the case of an ARD
     Mortgage Loan, on its Anticipated Repayment Date or on the date when any
     open prepayment period set forth in the related Mortgage Loan documents
     commences), (ii) the revenues received in any month from the defeasance
     collateral will be applied to make Scheduled Payments within four (4)
     months after the date of receipt, and (iii) interest income from the
     defeasance collateral to the Defeasance Obligor in any calendar or fiscal
     year will not exceed such Defeasance Obligor's interest expense for the
     Mortgage Loan (or the allocated portion thereof in a partial defeasance)
     for such year.

               i. The Master Servicer received opinions from counsel, who were
     approved by the Master Servicer in accordance with the Servicing Standard,
     that (i) the agreements executed by the Mortgagor and/or the Defeasance
     Obligor in connection with the defeasance are enforceable against them in
     accordance with their terms, and (ii) the Trustee will have a perfected,
     first priority security interest in the defeasance collateral described
     above.

               j. The agreements executed in connection with the defeasance (i)
     permit reinvestment of proceeds of the defeasance collateral only in
     Permitted Investments (as defined in the S&P Criteria), (ii) permit release
     of surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.

               k. The entire unpaid principal balance of the Mortgage Loan as of
     the date of defeasance was $___________. Such Mortgage Loan (a) has an
     unpaid balance of $20,000,000 or less, (b) constitutes less than 5% of the
     aggregate unpaid principal balance of the Mortgage


                                       M-4

<PAGE>

     Pool, or (b) is not one of the ten largest (measured by unpaid principal
     balance) mortgage loans in the Mortgage Pool, in each such case, as of the
     date of the most recent Distribution Date Statement received by us (the
     "Current Report").

          3. The defeasance described herein, together with all prior and
simultaneous defeasances of mortgage loans, brings the total of all fully and
partially defeased mortgage loans in the Mortgage Pool 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.

          IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                           [MASTER SERVICER]


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


                                       M-5

<PAGE>

                                    EXHIBIT N

                      FORM OF SELLER/DEPOSITOR NOTIFICATION

                                     [Date]

<TABLE>
<S>                                             <C>
[Structured Asset Securities Corporation II     [Wachovia Bank, National Association
745 Seventh Avenue                              8739 Research Drive-URP4
New York, New York 10019                        Charlotte, North Carolina 28262-1075
Attention: David Nass]                          Attention: LB-UBS Commercial Mortgage
                                                Trust 2004-C4

[UBS Securities LLC                             [Lennar Partners, Inc.
1285 Avenue of the Americas                     1601 Washington Avenue, Suite 800
New York, New York 10019                        Miami Beach, Florida 33139
Attention: Robert Pettinato]                    Attention: LB-UBS Commercial Mortgage Trust
                                                2004-C4]

[Controlling Class Representative (if known)]   Wells Fargo Bank, N.A.
                                                9062 Old Annapolis Road
                                                Columbia, Maryland 21045
                                                Attention: Corporate Trust
                                                Services - LB-UBS Commercial Mortgage Trust
                                                2004-C4
</TABLE>

          Re: LB-UBS Commercial Mortgage Trust 2004-C4,
              Commercial Mortgage Pass-Through Certificates, Series 2004-C4

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 2.03 of the Pooling
and Servicing Agreement, dated as of May 11, 2004 (the "Agreement"), relating to
the captioned commercial mortgage pass-through certificates (the
"Certificates"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to them in the Agreement.

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

          Check which of the following applies:

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


                                       N-1

<PAGE>

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

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

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

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

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


                                       N-2

<PAGE>

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

                                        Very truly yours,

                                        [WELLS FARGO BANK, N.A.,
                                        as Trustee


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


                                        [WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Master Servicer


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


                                        [LENNAR PARTNERS, INC.,
                                        as Special Servicer


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

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

          (i)  Counsel to the UBS Mortgage Loan Seller:

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


                                       N-3

<PAGE>

          and

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

               Lehman Brothers Holdings Inc.
               745 Seventh Avenue
               New York, New York 10019
               Attention: Scott Lechner


                                      N-4

<PAGE>

                                                                      SCHEDULE 1

     Mortgage Loan Number:
                           -----------------

     Name of Mortgaged Property:
                                 -----------------------------------------------

     Material Breach: Explain the nature of the Material Breach:
                                                                 ---------------

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

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

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

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

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

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

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

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

     Servicing Transfer Event/Assumption: Explain the nature of the Servicing
Transfer Event/Assumption:
                           -----------------------------------------------------

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

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

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

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

     Other: Set forth any necessary additional information:
                                                            --------------------

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

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

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

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


                                       N-5

<PAGE>

                                    EXHIBIT O

            FORM OF CONTROLLING CLASS REPRESENTATIVE CONFIDENTIALITY
                                    AGREEMENT

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention: LB-UBS Commercial Mortgage Trust 2004-C4]

[Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, Florida 33139
Attention: LB-UBS Commercial Mortgage Trust 2004-C4]

          Re: LB-UBS Commercial Mortgage Trust 2004-C4,
              Commercial Mortgage Pass-Through Certificates, Series 2004-C4

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of May 11, 2004(the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, Lennar
Partners, Inc., as special servicer and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), with respect to LB-UBS Commercial Mortgage Trust 2004-C4, Commercial
Mortgage Pass-Through Certificates, Series 2004-C4 (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

          1. The undersigned is the Controlling Class Representative.

          2. The undersigned will keep the information (the "Information")
obtained from time to time pursuant to the Pooling and Servicing Agreement
confidential (except for Information with respect to tax treatment or tax
structure), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part (other than for the purpose of communicating with the Controlling Class);
provided that the undersigned may provide all or any part of the Information to
any other person or entity that holds or is contemplating the purchase of any
Certificate or interest therein, but only if such person or entity confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep it confidential.


                                       O-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.

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

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [CONTROLLING CLASS REPRESENTATIVE]


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


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


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


                                       O-2

<PAGE>

                                    EXHIBIT P

                      FORM OF TRUSTEE BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR

          Re: LB-UBS Commercial Mortgage Trust 2004-C4 (the "Trust") Commercial
              Mortgage Pass-Through Certificates, Series 2004-C4 (the
              "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of May 11, 2004(the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), Wells Fargo
Bank, N.A. as trustee (the "Trustee"), Wachovia Bank, National Association as
master servicer (the "Master Servicer") and Lennar Partners, Inc. as special
servicer (the "Special Servicer"), relating to the Certificates, the
undersigned, a ____________________ of the Trustee and on behalf of the Trustee,
hereby certifies to ___________________ (the "Certifying Party") and to
____________________ as the officer executing the subject certification pursuant
to the Sarbanes-Oxley Act of 2002 (the "Certifying Officer") and its partners,
representatives, affiliates, members, managers, directors, officers, employees
and agents, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement,
and with the knowledge and intent that they will rely upon this certification,
that:

               1. I have reviewed the annual report on Form 10-K for the fiscal
     year _______, and all reports on Form 8-K filed in respect of periods
     included in the year covered by that annual report, of the Trust;

               2. To the best of my knowledge, and assuming the accuracy of the
     statements required to be made in the Master Servicer Backup Certification
     and in the Special Servicer Backup Certification (in each case, to the
     extent that such statements are relevant to the statements made in this
     Trustee Backup Certification), that the information in such reports
     relating to distributions on and/or characteristics (including Certificate
     Principal Balances, Certificate Notional Amounts and Pass-Through Rates) of
     the Certificates, taken as a whole, does not contain any untrue statement
     of material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading as of the last day of the period covered by the
     subject Annual Report on Form 10-K;

               3. To the best of my knowledge, the information in such reports
     relating to distributions on and/or characteristics (including Certificate
     Principal Balances, Certificate Notional Amounts and Pass-Through Rates) of
     the Certificates includes all information of such type required to be
     included in the Distribution Date Statement for the relevant period covered
     by the subject Annual Report on Form 10-K; and

               4. To the best of my knowledge, such information includes all
     Servicer Reports and Additional Designated Servicing Information provided
     to the Trustee by the Master Servicer and/or the Special Servicer
     hereunder.


                                       P-1

<PAGE>

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF TRUSTEE]


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


                                       P-2

<PAGE>

                                    EXHIBIT Q

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR

          Re: LB-UBS Commercial Mortgage Trust 2004-C4 (the "Trust") Commercial
              Mortgage Pass-Through Certificates, Series 2004-C4 (the
              "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of May 11, 2004 (the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), Wells Fargo
Bank, N.A. as trustee (the "Trustee"), Wachovia Bank, National Association as
master servicer (the "Master Servicer") and Lennar Partners, Inc. as special
servicer (the "Special Servicer"), relating to the Certificates, the
undersigned, a ____________________ of the Master Servicer and on behalf of the
Master Servicer, hereby certifies to ___________________ (the "Certifying
Party") and to ____________________ as the officer executing the subject
certification pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying
Officer") and its partners, representatives, affiliates, members, managers,
directors, officers, employees and agents, to the extent that the following
information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they
will rely upon this certification, that:

               1. I have reviewed all the Servicer Reports and Additional
     Designated Servicing Information delivered by the Master Servicer to the
     Trustee for the fiscal year __________;

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the Servicer Reports and
     Additional Designated Servicing Information delivered by the Master
     Servicer to the Trustee for such year relating to servicing information,
     including information relating to actions of the Master Servicer and/or
     payments and other collections on and characteristics of the Trust Mortgage
     Loans and REO Properties, taken as a whole, does not contain any untrue
     statement of material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading as of the last day of such fiscal
     year;

               3. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the Servicer Reports and
     Additional Designated Servicing Information delivered by the Master
     Servicer to the Trustee for such year relating to servicing information,
     including information relating to actions of the Master Servicer and/or
     payments and other collections on and characteristics of the Trust Mortgage
     Loans and REO Properties, includes all information of such type required to
     be provided by the Master Servicer to the Trustee under the Pooling and
     Servicing Agreement for such year;


                                       Q-1

<PAGE>

               4. I am responsible for reviewing the activities performed by the
     Master Servicer under the Pooling and Servicing Agreement and, based upon
     the review required under the Pooling and Servicing Agreement, and except
     as disclosed in the Annual Performance Certification delivered by the
     Master Servicer for such year, the Master Servicer has fulfilled its
     obligations under the Pooling and Servicing Agreement; and

               5. I have disclosed to the accountants that are to deliver the
     Annual Accountants' Report in respect of the Master Servicer with respect
     to such year all significant deficiencies relating to the Master Servicer's
     compliance with the minimum servicing standards in accordance with a review
     conducted in compliance with the Uniform Single Attestation Program for
     Mortgage Bankers or similar standard as set forth in the Pooling and
     Servicing Agreement.

          The foregoing certifications under clauses 2. and 3. above assume that
the following sections and parts of the Prospectus Supplement did not, as of the
date thereof or as of the Closing Date, contain any untrue statement of a
material fact regarding the Mortgage Loan Seller Matters (as defined below) or
omit to state any material fact regarding the Mortgage Loan Seller Matters
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading: "Summary of Prospectus
Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Underlying Mortgage Loans" and "Description
of the Mortgage Pool" and Annex A-1, Annex A-2, Annex A-3, Annex A-4, Annex A-5,
Annex A-6 and Annex B to the Prospectus Supplement. "Mortgage Loan Seller
Matters" as used in the preceding sentence shall mean the description of the
Mortgage Loans, the Mortgaged Properties and the Mortgagors. In addition,
notwithstanding the foregoing certifications under clauses 2. and 3. above, the
Master Servicer does not make any certification under such clauses 2. and 3.
above with respect to the information in the Servicer Reports and Additional
Designated Servicing Information delivered by the Master Servicer to the Trustee
referred to in such clauses 2. and 3. above that is in turn dependent upon
information provided by (a) the Special Servicer under the Pooling and Servicing
Agreement, beyond the corresponding certification actually provided by the
Special Servicer, and/or (b) a 666 Fifth Avenue Servicer pursuant to the 666
Fifth Avenue Servicing Agreement, beyond the corresponding certification
actually provided by such 666 Fifth Avenue Servicer, in each case if and as
applicable. Further, notwithstanding the foregoing certifications, the Master
Servicer does not make any certification under the foregoing clauses 1. through
5. that is in turn dependent upon information required to be provided by any
Sub-Servicer identified on Exhibit K to the Pooling and Servicing Agreement,
acting under a Sub-Servicing Agreement that the Master Servicer entered into in
connection with the issuance of the Certificates, or upon the performance by any
such Sub-Servicer of its obligations pursuant to any such Sub-Servicing
Agreement, in each case beyond the respective backup certifications actually
provided by such Sub-Servicer to the Master Servicer with respect to the
information that is the subject of such certification.


                                       Q-2

<PAGE>

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF MASTER SERVICER]


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


                                       Q-3

<PAGE>

                                    EXHIBIT R

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR

          Re: LB-UBS Commercial Mortgage Trust 2004-C4 (the "Trust") Commercial
              Mortgage Pass-Through Certificates, Series 2004-C4 (the
              "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of May 11, 2004(the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), Wells Fargo
Bank, N.A. as trustee (the "Trustee"), Wachovia Bank, National Association as
master servicer (the "Master Servicer") and Lennar Partners, Inc. as special
servicer (the "Special Servicer"), relating to the Certificates, the
undersigned, a ____________________ of the Special Servicer and on behalf of the
Special Servicer, hereby certifies to ___________________ (the "Certifying
Party") and to ____________________ as the officer executing the subject
certification pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying
Officer") and its partners, representatives, affiliates, members, managers,
directors, officers, employees and agents, to the extent that the following
information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they
will rely upon this certification, that:

          1. I have reviewed all the Servicer Reports and Additional Designated
Servicing Information delivered by the Special Servicer delivered to the Master
Servicer and/or the Trustee for the fiscal year ______________ as to the special
servicing by the Special Servicer of specially serviced mortgage loans (the
"Specially Serviced Mortgage Loans") or real properties owned by the Trust that
were acquired through foreclosure of loans as to which the Special Servicer has
servicing responsibilities ("REO Properties");

          2. To the best of my knowledge, the information in the Servicer
Reports and Additional Designated Servicing Information delivered to the Master
Servicer and/or the Trustee for such year relating to servicing information in
respect of Specially Serviced Mortgage Loans and REO Properties, in each case,
including information relating to actions of the Special Servicer and/or
payments and other collections on and characteristics of the Specially Serviced
Mortgage Loans and the REO Properties, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of such fiscal year;

          3. To the best of my knowledge, the information in the Servicer
Reports and Additional Designated Servicing Information delivered to the Master
Servicer and/or the Trustee for such year relating to servicing information in
respect of Specially Serviced Mortgage Loans and REO Properties, in each case,
including information relating to actions of the Special Servicer and/or
payments and other collections on and characteristics of the Specially Serviced
Mortgage Loans and the REO Properties, includes all information of such type
required to be provided by the Special Servicer to the Trustee and the Master
Servicer under the Pooling and Servicing Agreement;

          4. I am responsible for reviewing the activities performed by the
Special Servicer under the Pooling and Servicing Agreement, and based upon the
review required by the Pooling and


                                      R-1

<PAGE>

Servicing Agreement, and except as disclosed in the Annual Performance
Certification delivered by the Special Servicer for such year, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing
Agreement; and

          5. I have disclosed to the certified public accountants that are to
deliver the Annual Accountants Report in respect of the Special Servicer
required by the Pooling and Servicing Agreement with respect to such year all
significant deficiencies (of which I have knowledge after due inquiry) relating
to the Special Servicer's compliance with the minimum servicing standards in
order to enable them to conduct a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the
Pooling and Servicing Agreement.

          The statements in this Certificate are limited to information
regarding the Special Servicer and the Special Servicer's activities under the
Pooling and Servicing Agreement. This Certification does not relate to
information in the Servicer Reports and Additional Designated Servicing
Information relating to any other person or any other topic.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF SPECIAL SERVICER]


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


                                       R-2