<PAGE>



                                                                  Exhibit 4.1

                                                                  EXECUTION COPY



                   STRUCTURED ASSET SECURITIES CORPORATION II,
                                  as Depositor


                                       and


                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Master Servicer


                                       and


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                               as Special Servicer


                                       and


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


                                       and


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


                         POOLING AND SERVICING AGREEMENT


                            Dated as of May 12, 2003


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


                                 $1,352,946,084


                    LB-UBS Commercial Mortgage Trust 2003-C3


                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2003-C3


<PAGE>

                                TABLE OF CONTENTS

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                                                      ARTICLE I

                                    DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

SECTION 1.01.    Defined Terms....................................................................................8
SECTION 1.02.    General Interpretive Principles.................................................................88

                                                     ARTICLE II

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

SECTION 2.01.    Creation of Trust; Conveyance of Trust Mortgage Loans...........................................90
SECTION 2.02.    Acceptance of Trust Fund by Trustee.............................................................92
SECTION 2.03.    Repurchase of Mortgage Loans for Document Defects and Breaches of
                   Representations and Warranties................................................................94
SECTION 2.04.    Representations, Warranties and Covenants of the Depositor......................................99
SECTION 2.05.    Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V Certificates............116
SECTION 2.06.    Execution, Authentication and Delivery of Class R-LR Certificates; Creation of
                   Loan REMIC Regular Interests.................................................................116
SECTION 2.07.    Conveyance of Loan REMIC Regular Interests; Acceptance of the Loan REMICs by Trustee...........117
SECTION 2.08.    Execution, Authentication and Delivery of Class R-I Certificates; Creation of
                   REMIC I Regular Interests....................................................................117
SECTION 2.09.    Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee.....................117
SECTION 2.10.    Execution, Authentication and Delivery of Class R-II Certificates; Creation of
                   REMIC II Regular Interests...................................................................117
SECTION 2.11.    Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee...................118
SECTION 2.12.    Execution, Authentication and Delivery of REMIC III Certificates...............................118

                                                     ARTICLE III

                                   ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Administration of the Mortgage Loans...........................................................119
SECTION 3.02.    Collection of Mortgage Loan Payments...........................................................121
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts.......123
SECTION 3.04.    Pool Custodial Account, Defeasance Deposit Account, Collection Account, Interest Reserve
                   Account and Excess Liquidation Proceeds Account..............................................124

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SECTION 3.04A.   Loan Pair Custodial Accounts...................................................................129
SECTION 3.05.    Permitted Withdrawals From the Pool Custodial Account, the Collection Account, the Interest
                   Reserve Account and the Excess Liquidation Proceeds Account..................................131
SECTION 3.05A.   Permitted Withdrawals From the Loan Pair Custodial Accounts....................................136
SECTION 3.06.    Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
                   Account, the Custodial Accounts and the REO Accounts.........................................140
SECTION 3.07.    Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage; Environmental
                   Insurance....................................................................................142
SECTION 3.08.    Enforcement of Alienation Clauses..............................................................147
SECTION 3.09.    Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal
                   Reduction Calculation........................................................................150
SECTION 3.10.    Trustee and Custodian to Cooperate; Release of Mortgage Files..................................155
SECTION 3.11.    Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing Advances......156
SECTION 3.12.    Property Inspections; Collection of Financial Statements; Delivery of Certain Reports..........163
SECTION 3.12A.   Delivery of Certain Reports to the Non-Trust Mortgage Loan Noteholders.........................165
SECTION 3.12B.   Statements to the Non-Trust Mortgage Loan Noteholders..........................................166
SECTION 3.13.    Annual Statement as to Compliance..............................................................167
SECTION 3.14.    Reports by Independent Public Accountants......................................................167
SECTION 3.15.    Access to Certain Information..................................................................168
SECTION 3.16.    Title to REO Property; REO Accounts............................................................169
SECTION 3.17.    Management of REO Property.....................................................................171
SECTION 3.17A.   Management and Disposition of the Pembroke Lakes Mall Mortgaged Property, Westfield
                   Shoppingtown Mortgaged Property and Polaris Fashion Place Mortgaged Property After
                   Becoming REO Property........................................................................175
SECTION 3.18.    Sale of Trust Mortgage Loans and REO Properties................................................178
SECTION 3.19.    Additional Obligations of the Master Servicer; Obligations to Notify Ground Lessors and
                   Hospitality Franchisors; the Special Servicer's Right to Request the Master Servicer to
                   Make Servicing Advances......................................................................182
SECTION 3.20.    Modifications, Waivers, Amendments and Consents; Defeasance....................................183
SECTION 3.21.    Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.............191
SECTION 3.22.    Sub-Servicing Agreements.......................................................................192
SECTION 3.23.    Representations and Warranties of the Master Servicer..........................................195
SECTION 3.24.    Representations and Warranties of the Special Servicer.........................................196
SECTION 3.25.    Certain Matters Regarding the Purchase of the Pembroke Lakes Mall Trust Mortgage Loan,
                   the Westfield Shoppingtown Trust Mortgage Loan and the Polaris Fashion Place Trust
                   Mortgage Loan................................................................................198
SECTION 3.26.    Application of Default Charges.................................................................198
</TABLE>


                                                        -ii-
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                                                     ARTICLE IV

                            PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.    Distributions..................................................................................201
SECTION 4.02.    Statements to Certificateholders; CMSA Loan Periodic Update File...............................218
SECTION 4.03.    P&I Advances With Respect to Trust Mortgage Loans and REO Trust Mortgage Loans
                   That Are Not Part of a Loan Pair.............................................................226
SECTION 4.03A.   P&I Advances With Respect to Mortgage Loans and REO Mortgage Loans That
                   Are Each Part of a Loan Pair.................................................................229
SECTION 4.04.    Allocation of Realized Losses and Additional Trust Fund Expenses...............................233
SECTION 4.05.    Calculations...................................................................................235
SECTION 4.06.    Use of Agents..................................................................................236

                                                      ARTICLE V

                                                  THE CERTIFICATES

SECTION 5.01.    The Certificates...............................................................................237
SECTION 5.02.    Registration of Transfer and Exchange of Certificates..........................................237
SECTION 5.03.    Book-Entry Certificates........................................................................245
SECTION 5.04.    Mutilated, Destroyed, Lost or Stolen Certificates..............................................246
SECTION 5.05.    Persons Deemed Owners..........................................................................247

                                                     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...................................248
SECTION 6.02.    Continued Qualification and Compliance of Master Servicer; Merger, Consolidation or
                   Conversion of Depositor, Master Servicer or Special Servicer.................................248
SECTION 6.03.    Limitation on Liability of Depositor, Master Servicer and Special Servicer.....................248
SECTION 6.04.    Resignation of Master Servicer and the Special Servicer........................................250
SECTION 6.05.    Rights of Depositor, Trustee and the Non-Trust Mortgage Loan Noteholders in Respect of
                   the Master Servicer and the Special Servicer.................................................250
SECTION 6.06.    Depositor, Master Servicer and Special Servicer to Cooperate with Trustee......................251
SECTION 6.07.    Depositor, Special Servicer and Trustee to Cooperate with Master Servicer......................251
SECTION 6.08.    Depositor, Master Servicer and Trustee to Cooperate with Special Servicer......................251
SECTION 6.09.    Designation of Special Servicer and Controlling Class Representative by
                   the Controlling Class........................................................................251
SECTION 6.10.    Master Servicer or Special Servicer as Owner of a Certificate..................................254
SECTION 6.11.    Certain Powers of the Controlling Class Representative.........................................254
SECTION 6.11A.   Certain Powers of the Non-Trust Mortgage Loan Noteholders......................................258
SECTION 6.11B.   Certain Powers of the Class MM Directing Certificateholders....................................261
</TABLE>

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                                                     ARTICLE VII

                                                       DEFAULT

SECTION 7.01.    Events of Default..............................................................................266
SECTION 7.02.    Trustee to Act; Appointment of Successor.......................................................272
SECTION 7.03.    Notification to Certificateholders.............................................................273
SECTION 7.04.    Waiver of Events of Default....................................................................274
SECTION 7.05.    Additional Remedies of Trustee Upon Event of Default...........................................274

                                                    ARTICLE VIII

                                               CONCERNING THE TRUSTEE

SECTION 8.01.    Duties of Trustee..............................................................................275
SECTION 8.02.    Certain Matters Affecting Trustee..............................................................276
SECTION 8.03.    Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                   Certificates or Mortgage Loans...............................................................277
SECTION 8.04.    Trustee and Fiscal Agent May Own Certificates..................................................277
SECTION 8.05.    Fees and Expenses of Trustee; Indemnification of and by Trustee................................277
SECTION 8.06.    Eligibility Requirements for Trustee...........................................................278
SECTION 8.07.    Resignation and Removal of Trustee.............................................................279
SECTION 8.08.    Successor Trustee..............................................................................280
SECTION 8.09.    Merger or Consolidation of Trustee and Fiscal Agent............................................281
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee..................................................281
SECTION 8.11.    Appointment of Custodians......................................................................282
SECTION 8.12.    Appointment of Authenticating Agents...........................................................283
SECTION 8.13.    Appointment of Tax Administrators..............................................................283
SECTION 8.14.    Access to Certain Information..................................................................284
SECTION 8.15.    Reports to the Securities and Exchange Commission and Related Reports..........................286
SECTION 8.16.    Representations and Warranties of Trustee......................................................291
SECTION 8.17.    The Fiscal Agent...............................................................................292
SECTION 8.18.    Representations and Warranties of Fiscal Agent.................................................293

                                                     ARTICLE IX

                                                     TERMINATION

SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans.........................295
SECTION 9.02.    Additional Termination Requirements............................................................305

                                                      ARTICLE X

                                              ADDITIONAL TAX PROVISIONS

SECTION 10.01.   REMIC Administration...........................................................................306
</TABLE>


                                                        -iv-
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SECTION 10.02.   Grantor Trust Administration...................................................................309

                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment......................................................................................311
SECTION 11.02.   Recordation of Agreement; Counterparts.........................................................313
SECTION 11.03.   Limitation on Rights of Certificateholders and the Non-Trust Mortgage Loan Noteholders.........313
SECTION 11.04.   Governing Law; Consent to Jurisdiction.........................................................314
SECTION 11.05.   Notices........................................................................................314
SECTION 11.06.   Severability of Provisions.....................................................................315
SECTION 11.07.   Grant of a Security Interest...................................................................315
SECTION 11.08.   Streit Act.....................................................................................316
SECTION 11.09.   Successors and Assigns; Beneficiaries..........................................................316
SECTION 11.10.   Article and Section Headings...................................................................316
SECTION 11.11.   Notices to Rating Agencies.....................................................................317
SECTION 11.12.   Complete Agreement.............................................................................318
</TABLE>


                                                        -v-
<PAGE>

NY1  5358137v14
                             SCHEDULES AND EXHIBITS

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


Exhibit No.   Exhibit Description
-----------   -------------------
     A-1      Form of Class [A-1] [A-2] [A-3] [A-4] Certificate
     A-2      Form of Class [X-CL] [X-CP] [X-WC] [X-MM1] [X-MM2] [X-WC]
              Certificate
     A-3      Form of Class [B] [C] [D] [E] [F] [G] Certificate
     A-4      Form of Class [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] [MM-1]
              [MM-2] [MM-3] Certificate
     A-5      Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
     A-6      Form of Class [V-1] [V-2] 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 to be Provided to
              Depositor
      R       Form of Special Servicer Backup Certification to be Provided to
              Depositor


                                      -vi-
<PAGE>

         This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of May 12, 2003, among STRUCTURED ASSET SECURITIES CORPORATION II,
as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, GMAC
COMMERCIAL MORTGAGE CORPORATION, as Special Servicer, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

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

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Trust Mortgage Loans (exclusive of the Early
Defeasance Mortgage Loans and exclusive of any 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 Westfield Shoppingtown Trust Mortgage Loan,
and such REMIC I Regular Interests will bear the alphanumeric designations
"WC-1" and "WC-2", respectively. The Westfield Shoppingtown Trust Mortgage Loan
consists of two Loan Components, and each of REMIC I Regular Interest WC-1 and
REMIC I Regular Interest WC-2 corresponds to a separate Loan Component of the
Westfield Shoppingtown Mortgage Loan. REMIC I Regular Interest WC-1 will relate
to that portion of the Westfield Shoppingtown Trust Mortgage Loan that consists
of "Component A-1" in the related loan agreement, and REMIC I Regular Interest
WC-2 will relate to that portion of the Westfield Shoppingtown Trust Mortgage
Loan that consists of "Component A-2" in the related loan agreement. Two
separate REMIC I Regular Interests will, on the Closing Date, be issued with
respect to, and will thereafter relate to, the Polaris Fashion Place Trust
Mortgage Loan, and such REMIC I Regular Interests will bear the alphanumeric
designations "PFP-1" and "PFP-2", respectively. The Polaris Fashion Place Trust
Mortgage Loan consists of two Loan Components, and each of REMIC I Regular
Interest PFP-1 and REMIC I Regular Interest PFP-2 corresponds to a separate Loan
Component of the Polaris Fashion

<PAGE>

Place Mortgage Loan. REMIC I Regular Interest PFP-1 will relate to that portion
of the Polaris Fashion Place Trust Mortgage Loan that consists of "Component
A-1" in the related loan agreement, and REMIC I Regular Interest PFP-2 will
relate to that portion of the Polaris Fashion Place Trust Mortgage Loan that
consists of "Component A-2" in the related loan agreement. Two REMIC I Regular
Interests will, on the Closing Date, be issued with respect to, and will
thereafter relate to, the Monroeville Mall Trust Mortgage Loan, and such REMIC I
Regular Interests will bear the designations "MM-A" and "MM-B", respectively.
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; and each such REMIC I
Regular Interest shall 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. Each REMIC I Regular Interest issued with respect to, and relating to,
a Loan REMIC Regular Interest, shall also relate to the corresponding Early
Defeasance Mortgage Loan and any successor REO Mortgage Loan with respect to
such Early Defeasance Mortgage Loan. Each REMIC I Regular Interest 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 will (i) accrue interest at a per annum rate
described in the definition of "REMIC I Remittance Rate" and (ii) have an
initial Uncertificated Principal Balance equal to (a) in the case of REMIC I
Regular Interest MM-A, the Cut-off Date Balance of the Monroeville Mall Trust
Mortgage Loan, net of $16,667,108, (b) in the case of REMIC I Regular Interest
MM-B, $16,667,108, (c) in the case of REMIC I Regular Interest WC-1,
$136,257,289, which is the portion of the Cut-off Date Balance of the Westfield
Shoppingtown Trust Mortgage Loan that is represented by the Component A-1 of
such Trust Mortgage Loan, (d) in the case of REMIC I Regular Interest WC-2,
$13,742,711 which is the portion of the Cut-off Date Balance of the Westfield
Shoppingtown Trust Mortgage Loan that is represented by the Component A-2 of
such Trust Mortgage Loan, (e) in the case of REMIC I Regular Interest PFP-1,
$92,426,158 which is the portion of the Cut-off Date Balance of the Polaris
Fashion Place Trust Mortgage Loan that is represented by the Component A-1 of
such Trust Mortgage Loan, (f) in the case of REMIC I Regular Interest PFP-1,
$32,573,842 which is the portion of the Cut-off Date Balance of the Polaris
Fashion Place Trust Mortgage Loan that is represented by the Component A-2 of
such Trust Mortgage Loan and (g) 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-1-1             Variable (1)                     $     90,281,000
        A-1-2             Variable (1)                     $     66,505,000
        A-1-3             Variable (1)                     $      3,214,000
        A-2-1             Variable (1)                     $     90,207,000
        A-2-2             Variable (1)                     $     58,414,000
        A-2-3             Variable (1)                     $    126,379,000
         A-3              Variable (1)                     $    150,000,000
        A-4-1             Variable (1)                     $     31,293,000
        A-4-2             Variable (1)                     $     25,956,000
        A-4-3             Variable (1)                     $    493,588,000
          B               Variable (1)                     $     20,044,000
          C               Variable (1)                     $     20,044,000
          D               Variable (1)                     $     13,363,000
          E               Variable (1)                     $     13,363,000
          F               Variable (1)                     $     23,384,000
          G               Variable (1)                     $     10,023,000
         H-1              Variable (1)                     $      5,545,000
         H-2              Variable (1)                     $      7,922,000
         H-3              Variable (1)                     $      6,577,000
         J-1              Variable (1)                     $      5,068,000
         J-2              Variable (1)                     $      4,954,000
          K               Variable (1)                     $     13,363,000
          L               Variable (1)                     $     11,692,000
          M               Variable (1)                     $      6,681,000
          N               Variable (1)                     $      6,682,000
          P               Variable (1)                     $      1,670,000
          Q               Variable (1)                     $      8,352,000
          S               Variable (1)                     $      3,341,000
          T               Variable (1)                     $     18,373,976
         X-WC           1.000% per annum                         (2)
        X-MM1           1.200% per annum                         (3)
         MM-1           Loan Specific(4)                   $      6,800,000
         MM-2           Loan Specific(4)                   $      5,300,000
         MM-3           Loan Specific(4)                   $      4,567,108

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

         (1)   The REMIC II Remittance Rate in effect for any REMIC II Regular
               Interest (other than REMIC II Regular Interest X-WC, REMIC II
               Regular Interest X-MM1, REMIC II Regular Interest MM-1, REMIC II
               Regular Interest MM-2 and REMIC II Regular Interest MM-3) during
               any Interest Accrual Period shall be equal to the Weighted
               Average REMIC I Remittance Rate for such Interest Accrual Period.

         (2)   REMIC II Regular Interest X-WC will not have an Uncertificated
               Principal Balance and will not entitle REMIC III as the holder
               thereof to any deemed distributions of principal. As more
               specifically provided herein, interest in respect of REMIC II
               Regular Interest X-WC will be calculated based on its fixed REMIC
               II Remittance Rate and an Uncertificated Notional Amount

                                      -3-
<PAGE>

               equal to the aggregate Uncertificated Principal Balance of the
               two REMIC I Regular Interests issued in respect of the Westfield
               Shoppingtown Trust Mortgage Loan.

         (3)   REMIC II Regular Interest X-MM1 will not have an Uncertificated
               Principal Balance and will not entitle REMIC III as the holder
               thereof to any deemed distributions of principal. As more
               specifically provided herein, interest in respect of REMIC II
               Regular Interest X-MM1 will be calculated based on its fixed
               REMIC II Remittance Rate and an Uncertificated Notional Amount
               equal to the Uncertificated Principal Balance of REMIC I Regular
               Interest MM-A.

         (4)   The REMIC II Remittance Rate in effect for each of REMIC II
               Regular Interest MM-1, REMIC II Regular Interest MM-2 and REMIC
               II Regular Interest MM-3 during any Interest Accrual Period shall
               be equal to the REMIC I Remittance Rate in effect for REMIC I
               Regular Interest MM-B during 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-CL,
Class X-CP and Class X-MM2 Certificates), each of the 29 REMIC III Components of
the Class X-CL Certificates, each of the 20 REMIC III Components of the Class
X-CP Certificates and each of the three REMIC III Components of the Class X-MM2
Certificates will be designated as a separate "regular interest" in REMIC III.
The Legal Final Distribution Date for each Class of Regular Interest
Certificates (exclusive of the Class X-CL, Class X-CP and Class X-MM2
Certificates), for each of the 29 REMIC III Components of the Class X-CL
Certificates, for each of the 20 REMIC III Components of the Class X-CP
Certificates and for each of the three REMIC III Components of the Class X-MM2
Certificates is the latest Rated Final Distribution Date.

                                      -4-
<PAGE>


        Class                                              Original Class
     Designation             Pass-Through Rate           Principal Balance
     -----------             -----------------           -----------------
      Class A-1             2.599% per annum           $          160,000,000
      Class A-2             3.086% per annum           $          275,000,000
      Class A-3             3.850% per annum           $          150,000,000
      Class A-4             4.166% per annum           $          550,837,000
       Class B              4.225% per annum(1)        $           20,044,000
       Class C              4.244% per annum(1)        $           20,044,000
       Class D              4.274% per annum(1)        $           13,363,000
       Class E              4.303% per annum(1)        $           13,363,000
       Class F              4.333% per annum(1)        $           23,384,000
       Class G              4.392% per annum(1)        $           10,023,000
       Class H              4.747% per annum(1)        $           20,044,000
       Class J              4.846% per annum(1)        $           10,022,000
       Class K              5.180% per annum(1)        $           13,363,000
       Class L              4.750% per annum(1)        $           11,692,000
       Class M              4.750% per annum(1)        $            6,681,000
       Class N              4.750% per annum(1)        $            6,682,000
       Class P              4.750% per annum(1)        $            1,670,000
       Class Q              4.750% per annum(1)        $            8,352,000
       Class S              4.750% per annum(1)        $            3,341,000
       Class T              4.750% per annum(1)        $           18,373,976
      Class X-CL                Variable (2)                     (3)
      Class X-CP                Variable (2)                     (4)
      Class X-WC            1.000% per annum                     (5)
     Class X-MM1            1.200% per annum                     (6)
     Class X-MM2                Variable (2)                     (7)
      Class MM-1            5.088% per annum           $            6,800,000
      Class MM-2            5.235% per annum           $            5,300,000
      Class MM-3            5.675% per annum           $            4,567,108

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

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

         (2)   The respective Pass-Through Rates for the Class X-CL, Class X-CP
               and Class X-MM2 Certificates will, in the case of each of those
               Classes, be a variable rate per annum calculated in accordance
               with the definition of "Pass-Through Rate".

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

                                      -5-
<PAGE>

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

         (5)   The Class X-WC Certificates will not have a Class Principal
               Balance and will not entitle their Holders to receive
               distributions of principal. As more specifically provided herein,
               interest in respect of the Class X-WC Certificates will be
               calculated based upon their fixed Pass-Through Rate (which will
               be the same as the REMIC II Remittance Rate for REMIC II Regular
               Interest X-WC) and their Class Notional Amount from time to time
               (which will be the same as the Uncertificated Notional Amount of
               REMIC II Regular Interest X-WC from time to time).

         (6)   The Class X-MM1 Certificates will not have a Class Principal
               Balance and will not entitle their Holders to receive
               distributions of principal. As more specifically provided herein,
               interest in respect of the Class X-MM1 Certificates will be
               calculated based upon their fixed Pass-Through Rate (which will
               be the same as the REMIC II Remittance Rate for REMIC II Regular
               Interest X-MM1) and their Class Notional Amount from time to time
               (which will be the same as the Uncertificated Notional Amount of
               REMIC II Regular Interest X-MM1 from time to time).

         (7)   The Class X-MM2 Certificates will not have a Class Principal
               Balance and will not entitle their Holders to receive
               distributions of principal. The Class X-MM2 Certificates will
               have a Class Notional Amount which will be equal to the aggregate
               of the Component Notional Amounts of the Class X-MM2 REMIC III
               Components from time to time. As more specifically provided
               herein, interest in respect of such Class of Certificates will
               consist of the aggregate amount of interest accrued on the
               respective Component Notional Amounts of the Class X-MM2 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 $1,352,946,086.

         There exist three Trust Mortgage Loans that are each part of a split
loan structure and that are each secured by the same Mortgage encumbering the
same Mortgaged Property as also secures a Non-Trust Mortgage Loan in such split
loan structure. The first such Trust Mortgage Loan has a Cut-off Date Principal
Balance of $125,000,000 (the "Polaris Fashion Place Trust Mortgage Loan") and is
secured by the same Mortgage that also secures a Non-Trust Mortgage Loan with a
Cut-off Date Principal Balance of $24,827,623 (the "Polaris Fashion Place
Non-Trust Mortgage Loan" and, together with the Polaris Fashion Place Trust
Mortgage Loan, the "Polaris Fashion Place Loan Pair"). The second such Trust
Mortgage Loan has a Cut-off Date Principal Balance of $111,863,969 (the
"Pembroke Lakes Mall Trust Mortgage Loan") and is secured by the same Mortgage
that also secures a Non-Trust Mortgage Loan with a Cut-off Date Principal
Balance of $31,961,134 (the "Pembroke Lakes Mall Non-Trust Mortgage Loan" and,
together with the Pembroke Lakes Mall Trust Mortgage Loan, the "Pembroke Lakes
Mall Loan Pair"). The third such Trust Mortgage Loan has a Cut-off Date
Principal Balance of $150,000,000 (the "Westfield Shoppingtown Trust Mortgage
Loan") and is secured by the same Mortgage that also secures a Non-Trust
Mortgage Loan with a Cut-off Date Principal Balance of $19,802,811 (the
"Westfield Shoppingtown Non-Trust Mortgage Loan" and, together with the
Westfield Shoppingtown Trust Mortgage Loan, the "Westfield Shoppingtown Loan
Pair").

                                      -6-
<PAGE>

         The Polaris Fashion Place Non-Trust Mortgage Loan is not part of the
Trust Fund. The relative rights of the holder of the Polaris Fashion Place Trust
Mortgage Loan and the Polaris Fashion Place Non-Trust Mortgage Loan are set
forth in a co-lender agreement dated as of May 22, 2003 (the "Polaris Fashion
Place Co-Lender Agreement"), between the holder of the Mortgage Note for the
Polaris Fashion Place Trust Mortgage Loan and the holder of the Mortgage Note
for the Polaris Fashion Place Non-Trust Mortgage Loan. Pursuant to the Polaris
Fashion Place Co-Lender Agreement, the Polaris Fashion Place Loan Pair is to be
serviced and administered in accordance with this Agreement, by the Trustee, the
Master Servicer and the Special Servicer hereunder. The Polaris Fashion Place
Non-Trust Mortgage Loan will be held as of the Closing Date by Teachers
Insurance and Annuity Association of America (in such capacity, the "Polaris
Fashion Place Non-Trust Mortgage Loan Noteholder").

         The Pembroke Lakes Mall Non-Trust Mortgage Loan is not part of the
Trust Fund. The relative rights of the holder of the Pembroke Lakes Mall Trust
Mortgage Loan and the Pembroke Lakes Mall Non-Trust Mortgage Loan are set forth
in a co-lender agreement dated as of March 31, 2003 (the "Pembroke Lakes Mall
Co-Lender Agreement"), between the holder of the Mortgage Note for the Pembroke
Lakes Mall Trust Mortgage Loan and the holder of the Mortgage Note for the
Pembroke Lakes Mall Non-Trust Mortgage Loan. Pursuant to the Pembroke Lakes Mall
Co-Lender Agreement, the Pembroke Lakes Mall Loan Pair is to be serviced and
administered in accordance with this Agreement, by the Trustee, the Master
Servicer and the Special Servicer hereunder. The Pembroke Lakes Mall Non-Trust
Mortgage Loan will be held as of the Closing Date by Teachers Insurance and
Annuity Association of America (in such capacity, the "Pembroke Lakes Mall
Non-Trust Mortgage Loan Noteholder").

         The Westfield Shoppingtown Non-Trust Mortgage Loan is not part of the
Trust Fund but has been separately securitized and is the sole asset that backs
the Westfield Shoppingtown Commercial Mortgage Trust, Commercial Mortgage Trust
Pass-Through Certificates, Series 2003-C3A. The relative rights of the holder of
the Westfield Shoppingtown Trust Mortgage Loan and the Westfield Shoppingtown
Non-Trust Mortgage Loan are set forth in a co-lender agreement dated as of May
22, 2003 (the "Westfield Shoppingtown Co-Lender Agreement"), between the holder
of the Mortgage Note for the Westfield Shoppingtown Trust Mortgage Loan and the
holder of the Mortgage Note for the Westfield Shoppingtown Non-Trust Mortgage
Loan. Pursuant to the Westfield Shoppingtown Co-Lender Agreement, the Westfield
Shoppingtown Loan Pair is to be serviced and administered in accordance with
this Agreement, by the Trustee, the Master Servicer and the Special Servicer
hereunder. The Westfield Shoppingtown Non-Trust Mortgage Loan will be held as of
the Closing Date by LaSalle, in its capacity as trustee for the registered
holders of the Westfield Shoppingtown Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2003-C3A (in such capacity, the "Westfield
Shoppingtown Trustee" and also the "Westfield Shoppingtown Non-Trust Mortgage
Loan Noteholder").

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

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


                                      -7-
<PAGE>

                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

         SECTION 1.01. Defined Terms.

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

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

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

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

         "Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates, the
amount of which interest shall equal: (a) in the case of any Class of Principal
Balance Certificates for any Interest Accrual Period, one-twelfth of the product
of (i) the Pass-Through Rate applicable to such Class of Certificates for such
Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such
Class of Certificates outstanding immediately prior to the related Distribution
Date; (b) in the case of the Class X-MM1 Certificates for any Interest Accrual
Period, one-twelfth of the product of (i) the Pass-Through Rate applicable to
such Class of Certificates for such Interest Accrual Period, multiplied by (ii)
the Class Notional Amount of such Class of Certificates outstanding immediately
prior to the related Distribution Date; (c) in the case of the Class X-WC
Certificates for any Interest Accrual Period, one-twelfth of the product of (i)
the Pass-Through Rate applicable to such Class of Certificates for such Interest
Accrual Period, multiplied by (ii) the Class Notional Amount of such Class of
Certificates outstanding immediately prior to the related Distribution Date; and
(d) in the case of each other Class of Interest Only Certificates for any
Interest Accrual Period, the aggregate amount of Accrued Component Interest for
all of such Class' REMIC III Components for such Interest Accrual Period. The
Accrued Certificate Interest with respect to the Class X-MM1 Certificates for
any Interest Accrual Period will equal 100% of the Uncertificated Accrued
Interest with respect to REMIC II Regular Interest X-MM1 for such Interest
Accrual Period. The Accrued Certificate Interest with respect to the Class X-WC
Certificates for any Interest Accrual

                                      -8-
<PAGE>

Period will equal 100% of the Uncertificated Accrued Interest with respect to
REMIC II Regular Interest X-WC for such Interest Accrual Period.

         "Accrued Component Interest" shall mean the interest accrued from time
to time with respect to any REMIC III Component of the Class X-CP Certificates,
the Class X-CL Certificates or the Class X-MM2 Certificates, the amount of which
interest shall equal, for any Interest Accrual Period, one-twelfth of the
product of (i) the Pass-Through Rate applicable to such REMIC III Component for
such Interest Accrual Period, multiplied by (ii) the Component Notional Amount
of such REMIC III Component outstanding immediately prior to the related
Distribution Date.

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

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

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

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

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

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

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

         "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect
to any Loan REMIC Regular Interest or REMIC I Regular Interest that relates to
an Interest Reserve Mortgage Loan

                                      -9-
<PAGE>

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 WC-1,
REMIC I Regular Interest WC-2, REMIC I Regular Interest PFP-1 and REMIC I
Regular Interest PFP-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), multiplied by (b) a
fraction, the numerator of which is the number of days in such Interest Accrual
Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such Loan REMIC Regular Interest or REMIC I
Regular Interest, as the case may be, immediately prior to the Distribution Date
that corresponds to such Interest Accrual Period; provided that, if the subject
Interest Accrual Period begins during (x) December of 2004 or December of any
year thereafter that does not immediately precede a leap year or (y) January of
2004 or January of any year thereafter, then the amount of interest calculated
with respect to any particular Loan REMIC Regular Interest or REMIC I Regular
Interest pursuant to this definition for such Interest Accrual Period without
regard to this proviso shall be decreased by the Interest Reserve Amount, if
any, with respect to the related Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto) transferred, in accordance with Section
3.04(c), from the Collection Account to the Interest Reserve Account in the
calendar month in which such Interest Accrual Period ends (or, in the case of
each of REMIC I Regular Interest WC-1, REMIC I Regular Interest WC-2, REMIC I
Regular Interest PFP-1 and REMIC I Regular Interest PFP-2, the portion of such
Interest Reserve Amount attributable to interest accrued on the corresponding
Loan Component of the related Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto)); and provided, further, that, if the
subject Interest Accrual Period begins during February of 2004 or February of
any year thereafter, then the amount calculated with respect to any particular
Loan REMIC Regular Interest or REMIC I Regular Interest pursuant to this
definition for such Interest Accrual Period without regard to this proviso shall
be increased by the Interest Reserve Amount(s), if any, with respect to the
related Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) transferred, in accordance with Section 3.05(c), from the
Interest Reserve Account to the Collection Account in the calendar month in
which such Interest Accrual Period ends (or, in the case of each of REMIC I
Regular Interest WC-1, REMIC I Regular Interest WC-2, REMIC I Regular Interest
PFP-1 and REMIC I Regular Interest PFP-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 REMIC II Remittance Rate" shall mean:

         (a) with respect to REMIC II Regular Interest A-1-1, for any Interest
     Accrual Period, 2.599% per annum;

         (b) with respect to REMIC II Regular Interest A-1-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including the Interest Accrual Period
     ending in May 2005, an annual rate equal to the Reference Rate for such
     Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the Interest Accrual Period ending in May 2005, 2.599% per
     annum;

         (c) with respect to REMIC II Regular Interest A-1-3, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including

                                      -10-
<PAGE>

     the Interest Accrual Period ending in May 2006, an annual rate equal to the
     Reference Rate for such Interest Accrual Period, and (ii) for any Interest
     Accrual Period subsequent to the Interest Accrual Period ending in May
     2006, 2.599% per annum;

         (d) with respect to REMIC II Regular Interest A-2-1, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including the Interest Accrual Period
     ending in May 2006, an annual rate equal to the Reference Rate for such
     Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the Interest Accrual Period ending in May 2006, 3.086% per
     annum;

         (e) with respect to REMIC II Regular Interest A-2-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including the Interest Accrual Period
     ending in May 2007, an annual rate equal to the Reference Rate for such
     Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the Interest Accrual Period ending in May 2007, 3.086% per
     annum;

         (f) with respect to REMIC II Regular Interest A-2-3, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including the Interest Accrual Period
     ending in December 2007, an annual rate equal to the Reference Rate for
     such Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the Interest Accrual Period ending in December 2007, 3.086%
     per annum;

         (g) with respect to REMIC II Regular Interest A-3, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in
     December 2007, an annual rate equal to the Reference Rate for such Interest
     Accrual Period, and (ii) for any Interest Accrual Period subsequent to the
     Interest Accrual Period ending in December 2007, 3.850% per annum;

         (h) with respect to REMIC II Regular Interest A-4-1, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including the Interest Accrual Period
     ending in December 2007, an annual rate equal to the Reference Rate for
     such Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the Interest Accrual Period ending in December 2007, 4.166%
     per annum;

         (i) with respect to REMIC II Regular Interest A-4-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including the Interest Accrual Period
     ending in May 2009, an annual rate equal to the Reference Rate for such
     Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the Interest Accrual Period ending in May 2009, 4.166% per
     annum;

         (j) with respect to REMIC II Regular Interest A-4-3, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in June 2003 through and including the Interest Accrual Period
     ending in May 2010, an annual rate equal to the Reference Rate for such
     Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the Interest Accrual Period ending in May 2010, 4.166% per
     annum;

         (k) with respect to REMIC II Regular Interest B, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the

                                      -11-
<PAGE>

     Interest Accrual Period ending in May 2010, an annual rate equal to the
     Reference Rate for such Interest Accrual Period, and (ii) for any Interest
     Accrual Period subsequent to the Interest Accrual Period ending in May
     2010, an annual rate equal to the lesser of (A) 4.225% per annum and (B)
     the Weighted Average REMIC I Remittance Rate for such Interest Accrual
     Period;

         (l) with respect to REMIC II Regular Interest C, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2010, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2010, an annual rate equal to the lesser of
     (A) 4.244% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (m) with respect to REMIC II Regular Interest D, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2010, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2010, an annual rate equal to the lesser of
     (A) 4.274% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (n) with respect to REMIC II Regular Interest E, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2010, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2010, an annual rate equal to the lesser of
     (A) 4.303% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (o) with respect to REMIC II Regular Interest F, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2010, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2010, an annual rate equal to the lesser of
     (A) 4.333% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (p) with respect to REMIC II Regular Interest G, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2010, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2010, an annual rate equal to the lesser of
     (A)4.392% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (q) with respect to REMIC II Regular Interest H-1, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in
     December 2007, an annual rate equal to the Reference Rate for such Interest
     Accrual Period, and (ii) for any Interest Accrual Period subsequent to the
     Interest Accrual Period ending in December 2007, an annual rate equal to
     the lesser of (A) 4.747% per annum and (B) the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period;

                                      -12-
<PAGE>

         (r) with respect to REMIC II Regular Interest H-2, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2009, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2009, an annual rate equal to the lesser of
     (A) 4.747% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (s) with respect to REMIC II Regular Interest H-3, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2010, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2010, an annual rate equal to the lesser of
     (A) 4.747% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (t) with respect to REMIC II Regular Interest J-1, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in May
     2007, an annual rate equal to the Reference Rate for such Interest Accrual
     Period, and (ii) for any Interest Accrual Period subsequent to the Interest
     Accrual Period ending in May 2007, an annual rate equal to the lesser of
     (A) 4.846% per annum and (B) the Weighted Average REMIC I Remittance Rate
     for such Interest Accrual Period;

         (u) with respect to REMIC II Regular Interest J-2, (i) for any Interest
     Accrual Period from and including the Interest Accrual Period ending in
     June 2003 through and including the Interest Accrual Period ending in
     December 2007, an annual rate equal to the Reference Rate for such Interest
     Accrual Period, and (ii) for any Interest Accrual Period subsequent to the
     Interest Accrual Period ending in December 2007, an annual rate equal to
     the lesser of (A) 4.846% per annum and (B) the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period;

         (v) with respect to REMIC II Regular Interest K, for any Interest
     Accrual Period, an annual rate equal to the lesser of (A) 5.180% per annum
     and (B) the Weighted Average REMIC I Remittance Rate for such Interest
     Accrual Period;

         (w) with respect to each of REMIC II Regular Interest L, REMIC II
     Regular Interest M, REMIC II Regular Interest N, REMIC II Regular Interest
     P, REMIC II Regular Interest Q, REMIC II Regular Interest S and REMIC II
     Regular Interest T, for any Interest Accrual Period, an annual rate equal
     to the lesser of (A) 4.750% per annum and (B) the Weighted Average REMIC I
     Remittance Rate for such Interest Accrual Period;

         (x) with respect to REMIC II Regular Interest MM-1, for any Interest
     Accrual Period, 5.088% per annum;

         (y) with respect to REMIC II Regular Interest MM-2, for any Interest
     Accrual Period, 5.235% per annum; and

         (z) with respect to REMIC II Regular Interest MM-3, for any Interest
     Accrual Period, 5.675% per annum.

                                      -13-
<PAGE>

         "Administrative Cost Rate" shall mean, with respect to each 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 Trust Mortgage Loan (or successor REO
Trust Mortgage Loan), is equal to the sum of the related Master Servicing Fee
Rate and the Trustee Fee Rate.

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

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

         "Adverse Rating Event" shall mean, with respect to any Class of
Certificates or any class of Westfield Shoppingtown Non-Trust Mortgage Loan
Securities, as of any date of determination, the qualification, downgrade or
withdrawal of any rating then assigned to such Class of Certificates or such
class of Westfield Shoppingtown Non-Trust Mortgage Loan Securities by either
Rating Agency.

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

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

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

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

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

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

         "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated initially as of the Determination Date
immediately following the later of the date on which the subject Mortgage Loan
or Loan Pair, as the case may be, became a Required Appraisal Loan and the date
on which the applicable Required Appraisal was obtained) equal to the excess, if
any, of: (a) the sum of, without duplication, (i) the Stated Principal Balance
of such Required Appraisal

                                      -14-
<PAGE>

Loan, (ii) to the extent not previously advanced by or on behalf of the Master
Servicer, the Trustee or the Fiscal Agent, all unpaid interest on such Required
Appraisal Loan through the most recent Due Date prior to the date of calculation
(exclusive of any portion thereof that represents Additional Interest and/or
Default Interest), (iii) all accrued and unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees in respect of such Required Appraisal Loan,
(iv) all related unreimbursed Advances made by or on behalf of (plus all accrued
interest on such Advances payable to) the Master Servicer, the Trustee and/or
the Fiscal Agent with respect to such Required Appraisal Loan, (v) any other
unpaid Additional Trust Fund Expenses in respect of such Required Appraisal
Loan, and (vi) all currently due and unpaid real estate taxes and assessments,
insurance premiums and, if applicable, ground rents, and any unfunded
improvement or other applicable reserves, in respect of the related Mortgaged
Property or REO Property, as the case may be (in each case, net of any amounts
escrowed with the Master Servicer or the Special Servicer for such items); over
(b) the Required Appraisal Value. Notwithstanding the foregoing, if (i) any
Mortgage Loan or Loan Pair becomes a Required Appraisal Loan, (ii) either (A) no
Required Appraisal or update thereof had been obtained or conducted, as
applicable, in accordance with Section 3.09(a), with respect to the related
Mortgaged Property during the 12-month period prior to the date such Mortgage
Loan or Loan Pair, 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, in the Special Servicer's reasonable judgment,
materially affects the value of the related Mortgaged Property, and (iii) no new
Required Appraisal is obtained or conducted, as applicable, in accordance with
Section 3.09(a), within 60 days after such Mortgage Loan or Loan Pair, as the
case may be, became a Required Appraisal Loan, then (x) until such new Required
Appraisal is obtained or conducted, as applicable, in accordance with Section
3.09(a), the Appraisal Reduction Amount shall equal 25% of the Stated Principal
Balance of such Required Appraisal Loan, and (y) upon receipt or performance, as
applicable, in accordance with Section 3.09(a), of such Required Appraisal or
update thereof by the Special Servicer, the Appraisal Reduction Amount for such
Required Appraisal Loan shall be recalculated in accordance with the preceding
sentence of this definition. For purposes of this definition, each Required
Appraisal Loan that is part of a Cross-Collateralized Group shall be treated
separately for the purposes of calculating any Appraisal Reduction Amount.

         Each Appraisal Reduction Amount shall be reduced to zero as of the date
the related Required Appraisal Loan ceases to be such, and no Appraisal
Reduction Amount shall exist as to any Mortgage Loan after it has been paid in
full, liquidated, repurchased or otherwise disposed of.

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

         "ARD Mortgage Loan" shall mean any Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto) that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan (or successor REO Mortgage Loan) will accrue additional interest
at the rate specified in the related Mortgage Note and the related Mortgagor is

                                      -15-
<PAGE>

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
Trust 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
Trust Mortgage Loan remains outstanding and part of the Trust Fund (provided
that such Trust Mortgage Loan was not paid in full, and no other Liquidation
Event occurred in respect thereof, before the end of the Collection Period in
which the related Stated Maturity Date occurs), the scheduled monthly payment of
principal and/or interest deemed to be due in respect of such Trust Mortgage
Loan on such Due Date equal to the amount that would have been due in respect
thereof on such Due Date if such Trust Mortgage Loan had been required to
continue to accrue interest (other than Default Interest) in accordance with its
terms, and to pay principal in accordance with the amortization schedule (if
any) in effect immediately prior to, and without regard to the occurrence of,
the related Stated Maturity Date; and (b) with respect to any REO Mortgage Loan,
for any Due Date as of which the related REO Property remains part of the Trust
Fund, the scheduled monthly payment of principal and/or interest deemed to be
due in respect thereof on such Due Date equal to the Monthly Payment (or, in the
case of a Balloon Trust 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 that (A) were received 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 the Fiscal Agent with respect to the Mortgage Pool for
distribution on the Certificates on such Distribution Date pursuant to Section
4.03 and Section 4.03A, (iii) the aggregate amount deposited by the Master
Servicer in the Collection Account for such Distribution Date pursuant to
Section 3.19(a) in connection with Prepayment Interest Shortfalls 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 and (v) to the extent not included
in the amount described in clause (a)(i) of this definition, if such
Distribution Date occurs during March of 2004 or March of any year thereafter,
the aggregate of the Interest Reserve Amounts transferred from the Interest
Reserve Account to the Collection Account in respect of the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans for distribution on
such

                                      -16-
<PAGE>

Distribution Date; net of (b) the portion of the aggregate amount described in
clause (a) of this definition that represents one or more of the following--(i)
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any amounts payable or reimbursable to any Person from
the Collection Account pursuant to clauses (ii) through (v) of Section 3.05(b),
(iii) Prepayment Premiums, Yield Maintenance Charges, Excess Defeasance Deposit
Proceeds and/or Additional Interest, (iv) if such Distribution Date occurs
during January of 2005 or January of any year thereafter that is not a leap year
or during February of 2004 or February of any year thereafter, the Interest
Reserve Amounts with respect to the Interest Reserve Mortgage Loans and any
Interest Reserve REO Mortgage Loans to be withdrawn from the Collection Account
and deposited into the Interest Reserve Account in respect of such Distribution
Date and held for future distribution, all pursuant to Section 3.04(c), and (vi)
amounts deposited in the Collection Account in error; provided that clauses
(b)(i) and (b)(iv) shall not apply on the Final Distribution Date.

         "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 at least five times larger than the Scheduled
Payment due on the Due Date next preceding its Stated Maturity Date.

         "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.

                                      -17-
<PAGE>

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

         "Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2003-C3, Commercial Mortgage Pass-Through Certificates, Series 2003-C3, 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
initial Class Principal Balance or initial Class Notional Amount, as the case
may be, of such Class of Regular Interest Certificates.

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

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

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

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

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

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

                                      -18-
<PAGE>

rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.

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

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

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

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

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

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

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

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

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

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

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

                                      -19-
<PAGE>

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

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

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

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

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

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

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

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

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

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

         "Class MM Available Distribution Amount" shall mean, with respect to
any Distribution Date, that portion of the Available Distribution Amount for
such Distribution Date that is equal to the lesser of (i) the amount deemed
distributed to REMIC II with respect to REMIC I Regular Interest MM-B on such
Distribution Date pursuant to clauses (iv), (v) and (vi) of the first paragraph
of Section 4.01(k) and (ii) the total of the Distributable Certificate Interest
with respect to the Class X-MM2, Class MM-1, Class MM-2 and Class MM-3
Certificates for such Distribution Date and, to the extent not previously
distributed, for all prior Distribution Dates, the Class MM Principal
Distribution Amount for such Distribution Date and an amount (calculated
immediately prior to such Distribution Date) equal to all

                                      -20-
<PAGE>

Realized Losses and Additional Trust Fund Expenses, if any, previously allocated
to any one or more of the respective Classes of the Class MM Principal Balance
Certificates in accordance with Section 4.04(a) and for which no reimbursement
has previously been received by the Holders of such Certificates.

         "Class MM Change of Control Event" shall mean the event that exists
when, as of any date of determination, the aggregate Class Principal Balance of
the Class MM Principal Balance Certificates (net of any Appraisal Reduction
Amount with respect to the Monroeville Mall Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto) is less than 50% of the initial
aggregate Class Principal Balance of the Class MM Principal Balance
Certificates.

         "Class MM Directing Certificateholder" shall have the meaning assigned
thereto in Section 6.09(b).

         "Class MM Net Prepayment Consideration" shall mean that portion of any
Net Prepayment Consideration received with respect to the Monroeville Mall Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto that
is equal to the product of (a) the entire amount of such Net Prepayment
Consideration, multiplied by (b) a fraction, the numerator of which is equal to
the portion of the relevant principal prepayment or other early collection of
principal included in the Class MM Principal Distribution Amount for the
Distribution Date on which such Net Prepayment Consideration is distributable to
Certificateholders, and the denominator of which is the entire amount of such
relevant principal prepayment or other early collection of principal.

         "Class MM Principal Balance Certificates" shall mean, collectively, the
Class MM-1, Class MM-2 and Class MM-3 Certificates.

         "Class MM Principal Distribution Amount" shall mean, with respect to
any Distribution Date, the lesser of (a) the excess, if any, of (i) that portion
of the Principal Distribution Amount for such Distribution Date that is
attributable to the Monroeville Mall Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, over (ii) the Uncertificated Principal
Balance of REMIC I Regular Interest MM-A immediately prior to such Distribution
Date, and (b) the aggregate of the Class Principal Balances of the Class MM
Principal Balance Certificates immediately prior to such Distribution Date.

         "Class MM Purchase Option Event" shall mean the existence of the
following circumstances as of any date of determination: (a) the Monroeville
Mall Trust Mortgage Loan constitutes a Specially Serviced Trust Mortgage Loan;
and (b) either (i) any Monthly Payment under the Monroeville Mall Trust Mortgage
Loan is at least 60 days delinquent or (ii) the occurrence (subsequent to the
occurrence under clause (a) above) or imminent occurrence of a Class MM Change
of Control Event.

         "Class MM Purchase Price" shall mean, with respect to the Monroeville
Mall Trust Mortgage Loan, in connection with a purchase thereof by the Class MM
Directing Certificateholder pursuant to Section 6.11B, a price equal to the sum
of, without duplication, the aggregate of (i) the outstanding principal balance
of the Monroeville Mall Trust Mortgage Loan, together with all accrued and
unpaid interest (including the Master Servicing Fee) on the Monroeville Mall
Trust Mortgage Loan (excluding, however, any such accrued and unpaid interest
that represents Default Interest), (ii) all other sums (in addition to principal
and interest) then due and owing under the terms of the Monroeville Mall


                                      -21-
<PAGE>


Trust Mortgage Loan (excluding, however, any such accrued and unpaid interest
that represents Default Interest), (iii) all expenses (including amounts
incurred by and owing to the Trustee, the Fiscal Agent, the Master Servicer and
the Special Servicer, if any) associated with the subject purchase, and (iv) any
amount relating to the Monroeville Mall Trust Mortgage Loan in respect of
Servicing Compensation, Advances and all interest paid or payable, as the
context may require, to the Master Servicer or any other party hereunder with
respect to Advances made by such Master Servicer or any other party, at the
Reimbursement Rate, which Advances are, at the time of purchase, payable or
reimbursable to the Trustee, the Fiscal Agent, the Master Servicer or any other
Person under this Agreement.

         "Class MM Subordinate Certificates" shall mean, collectively, the Class
X-MM2 Certificates and the Class MM Principal Balance Certificates.

         "Class MM-1 Certificate" shall mean any of the Certificates with a
"Class MM-1" 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 MM-2 Certificate" shall mean any of the Certificates with a
"Class MM-2" 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 MM-3 Certificate" shall mean any of the Certificates with a
"Class MM-3" 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 any Class of Interest Only Certificates accrues or is
deemed to accrue interest from time to time. As of any date of determination,
the Class Notional Amount of the Class X-WC Certificates shall equal the then
Uncertificated Notional Amount of REMIC II Regular Interest X-WC, the Class
Notional Amount of the Class X-MM1 Certificates shall equal the then
Uncertificated Notional Amount of REMIC II Regular Interest X-MM1, and the Class
Notional Amount of each other Class of Interest Only Certificates shall equal
the then aggregate of the Component Notional Amounts of all the REMIC III
Components of such Class of Interest Only Certificates; provided that, for
reporting purposes, the Class Notional Amount of the Class X-CP Certificates
shall be calculated in accordance with the Prospectus Supplement.

         "Class P Certificate" shall mean any of the Certificates with a "Class
P" designation on the face thereof, substantially in the form of Exhibit A-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

                                      -22-
<PAGE>

on such Distribution Date pursuant to Section 4.01 or 9.01, as applicable, and
shall be further permanently reduced by the amount of any Realized Losses and
Additional Trust Fund Expenses allocated thereto on such Distribution Date
pursuant to Section 4.04.

         "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-1 Certificate" shall mean any of the Certificates with a
"Class V-1" designation on the face thereof, substantially in the form of
Exhibit A-6 attached hereto, and evidencing a pro rata undivided interest in
certain of the Grantor Trust Assets.

         "Class V-2 Certificate" shall mean any of the Certificates with a
"Class V-2" designation on the face thereof, substantially in the form of
Exhibit A-6 attached hereto, and evidencing a pro rata undivided interest in
certain of the Grantor Trust Assets.

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

         "Class X-CL Certificate" shall mean any one of the Certificates with a
"Class X-CL" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 29 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

                                      -23-
<PAGE>

         "Class X-CL REMIC III Component" shall mean any of the REMIC III
Components with respect to the Class X-CL Certificates.

         "Class X-CP Certificate" shall mean any one of the Certificates with a
"Class X-CP" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 20 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

         "Class X-CP REMIC III Component" shall mean any of the REMIC III
Components with respect to the Class X-CP Certificates.

         "Class X-MM1 Certificate" shall mean any one of the Certificates with a
"Class X-MM1" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

         "Class X-MM2 Certificate" shall mean any one of the Certificates with a
"Class X-MM2" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of three separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

         "Class X-MM2 REMIC III Component" shall mean any of the REMIC III
Components with respect to the Class X-MM2 Certificates.

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

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

         "Closing Date" shall mean June 5, 2003.

         "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 "CMSA Bond Level File"

                                      -24-
<PAGE>

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 "CMSA 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 "CMSA
Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally. The initial data for this
report shall be provided by the respective Mortgage Loan Sellers.

         "CMSA Historical Liquidation Report" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Historical Liquidation 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; and

                                      -25-
<PAGE>

         (b)   the following eight 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 and (viii) CMSA NOI Adjustment
               Worksheet.

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

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

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

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

                                      -26-
<PAGE>

         "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 Watchlist" 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 any of the Pembroke Lakes Mall
Co-Lender Agreement, the Westfield Shoppingtown Co-Lender Agreement or the
Polaris Fashion Place Co-Lender Agreement.

         "Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "LaSalle Bank National Association [OR NAME OF ANY SUCCESSOR
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust 2003-C3, Commercial Mortgage Pass-Through Certificates, Series
2003-C3".

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

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

         "Component A-1" shall mean, with respect to the Westfield Shoppingtown
Trust Mortgage Loan or the Polaris Fashion Place Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect to either of the foregoing), the
component of such Trust Mortgage Loan that, as described in the loan agreement
related to the subject Trust Mortgage Loan, in the absence of default, is to
have its principal balance paid to zero prior to any payments of principal being
made with respect to the other component of such Trust Mortgage Loan.

         "Component A-2" shall mean, with respect to the Westfield Shoppingtown
Trust Mortgage Loan or the Polaris Fashion Place Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect to either of the foregoing), the
component of such Trust Mortgage Loan that, as described in the loan agreement
related to the subject Trust Mortgage Loan, in the absence of default, will not
have any payments of principal allocated to it until the principal balance of
the other component of such Trust Mortgage Loan is reduced to zero.

                                      -27-
<PAGE>

         "Component Notional Amount" shall mean the notional amount on which any
Class X-CL REMIC III Component, Class X-CP REMIC III Component or Class X-MM2
REMIC III Component 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 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 (other than any Class of
Class MM Principal Balance Certificates) that (a) bears the latest alphabetic
Class designation and (b) has a Class Principal Balance which is greater than
25% of the Original Class Principal Balance of such Class; provided that if no
Class of Principal Balance Certificates (other than any Class of Class MM
Principal Balance Certificates) has as of such date of determination a Class
Principal Balance greater than 25% of its Original Class Principal Balance, then
the Controlling Class shall be the then outstanding Class of Principal Balance
Certificates (other than any Class of Class MM Principal Balance Certificates)
bearing the latest alphabetic Class designation that has a Class Principal
Balance greater than zero; and provided, further, that, for purposes of
determining the Controlling Class, the Class A-1, Class A-2, Class A-3 and Class
A-4 Certificates shall be deemed to constitute a single Class of Certificates.

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

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

         "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities
Trust Services Group - LB-UBS Commercial Mortgage Trust 2003-C3.

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

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

         "Corresponding REMIC II Regular Interest" shall mean: (a) with respect
to any Class of Principal Balance Certificates, the REMIC II Regular Interest
that has an alphabetic or alphanumeric designation that is the same as the
alphabetic or alphanumeric, as the case may be, designation for such Class of
Principal Balance Certificates (provided that each of REMIC II Regular Interest
A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest A-1-3 shall
be a Corresponding REMIC II

                                      -28-
<PAGE>

Regular Interest with respect to the Class A-1 Certificates, each of REMIC II
Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular
Interest A-2-3 shall be a Corresponding REMIC II Regular Interest with respect
to the Class A-2 Certificates, each of REMIC II Regular Interest A-4-1, REMIC II
Regular Interest A-4-2 and REMIC II Regular Interest A-4-3 shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-4
Certificates, each of REMIC II Regular Interest H-1, REMIC II Regular Interest
H-2 and REMIC II Regular Interest H-3 shall be a Corresponding REMIC II Regular
Interest with respect to the Class H Certificates, and each of REMIC II Regular
Interest J-1 and REMIC II Regular Interest J-2 shall be a Corresponding REMIC II
Regular Interest with respect to the Class J Certificates); (b) with respect to
any Class X-CL REMIC III Component, the REMIC II Regular Interest that has an
alphabetic or alphanumeric designation that, when preceded by "X-CL-", is the
same as the alphabetic or alphanumeric, as the case may be, designation for such
Class X-CL REMIC III Component; (c) with respect to any Class X-CP REMIC III
Component, the REMIC II Regular Interest that has an alphabetic or alphanumeric
designation that, when preceded by "X-CP-", is the same as the alphabetic or
alphanumeric, as the case may be, designation for such Class X-CP REMIC III
Component; (d) with respect to the Class X-MM1 Certificates, REMIC II Regular
Interest X-MM1; (e) with respect to the Class X-WC Certificates, REMIC II
Regular Interest X-WC; (f) with respect to REMIC III Component X-MM2-1, REMIC II
Regular Interest MM-1; (g) with respect to REMIC III Component X-MM2-2, REMIC II
Regular Interest MM-2; and (h) with respect to REMIC III Component X-MM2-3,
REMIC II Regular Interest MM-3.

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

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

         "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan that
is cross-defaulted and cross-collateralized with any other Mortgage Loan;
provided that the Mortgage Loans constituting a Loan Pair shall not be
Cross-Collateralized Mortgage Loans.

         "Custodial Account" shall mean any of the Pool Custodial Account, the
Pembroke Lakes Mall Custodial Account, the Westfield Shoppingtown Custodial
Account or the Polaris Fashion Place Custodial Account.

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

         "Cut-off Date" shall mean May 12, 2003.

                                      -29-
<PAGE>

         "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, in respect of any
Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

         "Default Interest" shall mean, with respect to any Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, any amounts 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 Mortgage Loan or successor REO Mortgage Loan, at the related Mortgage Rate
(net of any applicable Additional Interest Rate); and (ii) in the case of an ARD
Mortgage Loan after the related Anticipated Repayment Date, any Additional
Interest.

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

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

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

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

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

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

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

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

         "Depositor" shall mean SASCO II.

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

         "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

                                      -30-
<PAGE>

Code of the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act.

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

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

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

         "Discount Rate" shall mean, with respect to any prepaid 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 or on behalf of the Trust with respect thereto among the respective Classes
of the YM Principal Balance Certificates, a rate equal to the yield (when
compounded monthly) on the U.S. Treasury issue (primary issue) with a maturity
date closest to the maturity date or, in the case of an ARD Trust Mortgage Loan,
the Anticipated Repayment Date for such prepaid Trust Mortgage Loan or REO Trust
Mortgage Loan, as published in Federal Reserve Statistical Release H.15 (519)
published by the Federal Reserve Board; provided that if there are two such U.S.
Treasury issues (a) with the same coupon, the issue with the lower yield shall
apply, and (b) with maturity dates equally close to the maturity date for such
prepaid Trust Mortgage Loan or REO Trust Mortgage Loan, the issue with the
earliest maturity date shall apply.

         "Disqualified Non-United States Tax Person" shall mean, with respect to
any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury 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.

                                      -31-
<PAGE>

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

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

         "Distributable Certificate Interest" shall mean, with respect to any
Class of Regular Interest Certificates for any Distribution Date, an amount of
interest equal to the amount of Accrued Certificate Interest in respect of such
Class of Certificates for the related Interest Accrual Period, reduced (to not
less than zero) by that portion, if any, of the Net Aggregate Prepayment
Interest Shortfall for such Distribution Date allocated to such Class of
Certificates as provided below. For purposes of the foregoing, the Net Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated: (i) to each Class of the Class X-MM2, Class MM-1, Class MM-2 and
Class MM-3 Certificates, in an amount equal to the lesser of (A) the Accrued
Certificate Interest with respect to such Class of Regular Interest Certificates
for the related Interest Accrual Period and (B) the product of (1) the portion,
if any, of such Net Aggregate Prepayment Interest Shortfall that is attributable
to the Monroeville Mall Trust Mortgage Loan, multiplied by (2) a fraction (not
greater than one or less than zero), the numerator of which is equal to the
Accrued Certificate Interest with respect to such Class of Regular Interest
Certificates for the related Interest Accrual Period, and the denominator of
which is the aggregate Accrued Certificate Interest with respect to the Class
X-MM2, Class MM-1, Class MM-2 and Class MM-3 Certificates for the related
Interest Accrual Period, multiplied by (3) a fraction (not greater than one or
less than zero), the numerator of which is the portion of the applicable
principal prepayment on the Monroeville Mall Trust Mortgage Loan that is
included in the Class MM Principal Distribution Amount for such Distribution
Date, and the denominator of which is the entire amount of such principal
prepayment; and (ii) to each other Class of Regular Interest Certificates, in an
amount equal to the lesser of (A) the 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 (exclusive of any portion thereof that
is allocable to the Class X-MM2, Class MM-1, Class MM-2 and/or Class MM-3
Certificates), multiplied by (2) a fraction, the numerator of which is equal to
the Accrued Certificate Interest with respect to such Class of Regular Interest
Certificates for the related Interest Accrual Period, and the denominator of
which is equal to the aggregate Accrued Certificate Interest with respect to all
the Classes of Regular Interest Certificates (exclusive of the Class X-MM2,
Class MM-1, Class MM-2 and Class MM-3 Certificates) for the related Interest
Accrual Period.

                                      -32-
<PAGE>

         "Distributable Component Interest" shall mean, with respect to any
REMIC III Component of any Class of Interest Only Certificates (other than the
Class X-MM1 and Class X-WC Certificates) for any Distribution Date, an amount of
interest equal to the amount of Accrued Component Interest in respect of such
REMIC III Component for the related Interest Accrual Period, reduced (to not
less than zero) by the product of (i) the entire portion of any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date that was allocated to
such Class of Interest Only Certificates in accordance with the definition of
"Distributable Certificate Interest", multiplied by (ii) a fraction, the
numerator of which is the amount of any Accrued Component Interest in respect of
such REMIC III Component for the related Interest Accrual Period, and the
denominator of which is the amount of the Accrued Certificate Interest in
respect of such Class of Interest Only Certificates for the related Interest
Accrual Period.

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

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

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

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

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

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

         "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least
"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 (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Certificates and, in the case of an account that relates solely to the
Westfield Shoppingtown Loan Pair, if relevant for such Rating Agency, with
respect to any class of Westfield Shoppingtown Non-Trust Mortgage Loan
Securities, as evidenced in writing by such Rating Agency) at any time such
funds are on deposit therein (if such funds are to be held for more than 30
days), or the short-term deposits of which are rated at least "P-1" by Moody's
and at least "A-1" by S&P (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Certificates and, in the case of an account that relates solely to the
Westfield


                                      -33-
<PAGE>


Shoppingtown Loan Pair, if relevant for such Rating Agency, with respect to any
class of Westfield Shoppingtown Non-Trust Mortgage Loan Securities, as evidenced
in writing by such Rating Agency) at any time such funds are on deposit therein
(if such funds are to be held for 30 days or less); or (ii) a segregated trust
account maintained with 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 ss. 9.10(b); or (iii) any other account, the use
of which would not, in and of itself, cause an Adverse Rating Event with respect
to any Class of Certificates and, in the case of an account that relates solely
to the Westfield Shoppingtown Loan Pair, with respect to any class of Westfield
Shoppingtown Non-Trust Mortgage Loan Securities, as evidenced in writing by each
Rating Agency assigning a rating thereto.

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

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

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

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

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

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

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

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

         "Excess Liquidation Proceeds" shall mean the excess, if any, of (a) the
Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced
Trust Mortgage Loan or REO Property, net of (i) interest on any related
Advances, (ii) any related Servicing Advances and (iii) any Liquidation Fee

                                      -34-
<PAGE>

payable from such Net Liquidation Proceeds, over (b) the amount needed to pay
off the subject Trust Mortgage Loan or related REO Trust Mortgage Loan in full.

         "Excess Liquidation Proceeds Account" shall mean the segregated account
or accounts (or the segregated sub-account of the Collection Account) created
and maintained by the Trustee pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage
Pass-Through Certificates, Series 2003-C3".

         "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).

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

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

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

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

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

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

         "Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Mortgage Loan or REO
Property that there has been a recovery of all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries that the Special
Servicer has determined, in accordance with the Servicing Standard, will be
ultimately recoverable; provided that the term Final Recovery Determination
shall not apply to: (i) a Mortgage Loan that was paid in full; or (ii) a Trust
Mortgage Loan that was transferred in connection with the exchange by all the
Certificateholders of their Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund pursuant to Section 9.01 or (iii) a Trust
Mortgage Loan or REO Property, as the case may be, that was purchased by (A) the
Depositor pursuant to Section 2.03, (B) the UBS Mortgage Loan Seller pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement, (C) a Purchase Option Holder
or its assignee pursuant to Section 3.18, (D) the Depositor, Lehman Brothers,
the Special Servicer, a Controlling Class Certificateholder or the Master
Servicer pursuant to Section 9.01, (E) 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 the Polaris Fashion Place Trust
Mortgage Loan,

                                      -35-
<PAGE>

the Pembroke Lakes Mall Trust Mortgage Loan or the Westfield Shoppingtown Trust
Mortgage Loan, the related Non-Trust Mortgage Loan Noteholder or its designee
pursuant to the related Co-Lender Agreement, or (G) in the case of the
Monroeville Mall Trust Mortgage Loan, the Class MM Directing Certificateholder
pursuant to Section 6.11B.

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

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

         "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.

         "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.

         "GMACCM" shall mean GMAC Commercial Mortgage Corporation or its
successor in interest.

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

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

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

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

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

         "Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including, without limitation,
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, urea
formaldehyde and any substances

                                      -36-
<PAGE>

classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

         "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 Class MM Directing 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 Class MM Directing
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 Class MM Directing 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, any Class MM Directing
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
Class MM Directing 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 Mortgage Loan and any corresponding REO Property, the
related Loan REMIC) within the meaning of Section 856(d)(3) of the Code if REMIC
I (or, if applicable, the related Loan REMIC) were a real estate investment
trust (except that the ownership test set forth in that section shall be
considered to be met by any Person that owns, directly or indirectly, 35 percent
or more of any Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Master Servicer, the Special Servicer, the Trustee or the Trust
Fund, delivered to the Trustee (and, if a Loan Pair is affected, to the related
Non-Trust Mortgage Loan Noteholder)), provided that (i) such REMIC Pool does not
receive or derive any income from such Person and (ii) the relationship between
such Person and such REMIC Pool is at arm's length, all within the meaning of
Treasury regulations section 1.856-4(b)(5); or (b) any other Person upon receipt
by the Trustee (and, if a Loan Pair is affected, to the related Non-Trust
Mortgage Loan Noteholder) of an Opinion of Counsel,


                                      -37-
<PAGE>

which shall be at no expense to the Master Servicer, the Special Servicer, the
Trustee or the Trust Fund, to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor, will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code for purposes of
Section 860D(a) of the Code, or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property, due to such Person's
failure to be treated as an Independent Contractor.

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

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

         "Interest Accrual Basis" shall mean the basis on which interest accrues
in respect of any Mortgage Loan, any Loan REMIC Regular Interest, any REMIC I
Regular Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular REMIC III Component of a Class of Interest Only
Certificates (other than the Class X-MM1 and Class X-WC Certificates), in each
case consisting of one of the following: (i) a 360-day year consisting of twelve
30-day months; (ii) actual number of days elapsed in a 360-day year; (iii)
actual number of days elapsed in a 365-day year; or (iv) actual number of days
elapsed in an actual calendar year (taking account of leap year).

         "Interest Accrual Period" shall mean, with respect to any Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II Regular Interest,
any Class of Regular Interest Certificates or any particular REMIC III Component
of a Class of Interest Only Certificates (other than the Class X-MM1 and Class
X-WC 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.

                                      -38-
<PAGE>

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

         "Interest Only Certificates" shall mean, collectively, the Class X-CL,
Class X-CP, Class X-MM1, Class X-MM2 and Class X-WC Certificates.

         "Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage
Pass-Through Certificates, Series 2003-C3".

         "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs during February of 2004 or February of any year
thereafter or during January of 2005 or January of any year thereafter that is
not a leap year, an amount equal to one day's interest accrued at the related
Mortgage Rate (net of the related Additional Interest Rate in the case of an ARD
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect to an
ARD Trust Mortgage Loan after the related Anticipated Repayment Date) on the
related Stated Principal Balance as of the Due Date in the month in which such
Distribution Date occurs (but prior to the application of any amounts due on
such Due Date), to the extent that a Monthly Payment is received in respect
thereof for such Due Date as of the related Determination Date or a P&I Advance
is made 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 Mortgage Loan
that relates to a predecessor Interest Reserve Mortgage Loan.

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

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

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

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

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

                                      -39-
<PAGE>

Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of the principal and/or interest portions of a
Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in
respect of the predecessor Mortgage Loan, or the principal and/or interest
portions of an Assumed Monthly Payment in respect of such REO Mortgage Loan, due
or deemed due on a Due Date in a previous Collection Period and not previously
recovered.

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

         "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of May 20, 2003, between the
LBHI Mortgage Loan Seller and the Depositor.

         "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.

         "LBHI Mortgage Loan Seller" shall mean LBHI.

         "Legal Final Distribution Date" shall mean, with respect to any Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II Regular
Interest, any Class of Regular Interest Certificates or any particular REMIC III
Component of the Class X-CP, Class X-CL or Class X-MM2 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 Trust Mortgage Loan" shall mean any LBHI Trust Mortgage Loan or
any LUBS Trust Mortgage Loan.

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

         "Liquidation Event" shall mean: (a) with respect to any Mortgage Loan,
any of the following events--(i) such Mortgage Loan is paid in full, (ii) a
Final Recovery Determination is made with respect to such Mortgage Loan, (iii)
such Mortgage Loan is repurchased by the Depositor pursuant to Section 2.03 or
by the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement (including a repurchase of an Early Defeasance Mortgage Loan
in connection with the related Mortgagor's early exercise of its right to
defease the Mortgage Loan), (iv) such Mortgage Loan is purchased by a Purchase
Option Holder or its assignee pursuant to Section 3.18, (v) such Mortgage Loan
is purchased by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01, (vi) such Mortgage Loan was transferred in connection with the exchange by
all the Certificateholders of their Certificates for all the Mortgage Loans and
each REO Property remaining in the Trust Fund pursuant to Section 9.01; (vii)
such Mortgage Loan is purchased by the holder of a related mezzanine loan on
behalf of the related Mortgagor in connection with a Mortgage Loan default, as
set forth in the related intercreditor agreement, (viii) in the case of the
Monroeville Mall Trust Mortgage Loan, such Mortgage Loan is purchased by the
Class MM Directing Certificateholder pursuant to Section 6.11B, or (ix) in the
case of

                                      -40-
<PAGE>

each of the Polaris Fashion Place Trust Mortgage Loan, the Pembroke Lakes Mall
Trust Mortgage Loan and the Westfield Shoppingtown Trust Mortgage Loan, such
Trust Mortgage Loan is purchased by the related Non-Trust Mortgage Loan
Noteholder or its designee pursuant to the related Co-Lender Agreement; and (b)
with respect to any REO Property (and the related REO Mortgage Loan), any of the
following events--(i) a Final Recovery Determination is made with respect to
such REO Property, or (ii) such REO Property is purchased by the Depositor,
Lehman Brothers, the Special Servicer, a Controlling Class Certificateholder or
the Master Servicer, or the acquisition thereof in exchange for all the
Certificates, in any event pursuant to Section 9.01, or (iii) such REO Property
is acquired in exchange for all of the Certificates pursuant to Section 9.01.

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

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

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

         "Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues) received 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 by the Depositor pursuant to Section 2.03 or
by the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement (including a repurchase of an Early Defeasance Mortgage Loan
in connection with the related Mortgagor's early exercise of its right to
defease such Trust 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, or the acquisition
thereof in exchange for all the Certificates, in any event pursuant to Section
9.01; (vi) the purchase of a Trust Mortgage Loan by the holder of a related
mezzanine loan on behalf of the related Mortgagor in connection with a Mortgage
Loan default, as set forth in the related intercreditor agreement; (vii) in the
case of the Monroeville Mall Trust Mortgage Loan, the purchase of such Trust
Mortgage Loan by the Class MM Directing Certificateholder pursuant to Section
6.11B or (viii) in the case of each of the Polaris Fashion Place Trust Mortgage
Loan, the Pembroke Lakes Mall Trust Mortgage Loan and the Westfield Shoppingtown
Trust Mortgage Loan, the purchase of such Trust Mortgage Loan by the related
Non-Trust Mortgage Loan Noteholder or its designee pursuant to the related
Co-Lender Agreement.

                                      -41-
<PAGE>

         "Loan Component" shall mean, with respect to the Westfield Shoppingtown
Trust Mortgage Loan or the Polaris Fashion Place Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect to either of the foregoing),
either Component A-1 or Component A-2 thereof.

         "Loan Pair" shall mean any of the Polaris Fashion Place Loan Pair, the
Pembroke Lakes Mall Loan Pair and the Westfield Shoppingtown Loan Pair.

         "Loan Pair Custodial Account" shall mean any of the Pembroke Lakes Mall
Custodial Account, the Westfield Shoppingtown Custodial Account or the Polaris
Fashion Place Custodial Account.

         "Loan Pair Remittance Amount" shall mean any of the Polaris Fashion
Place Remittance Amount, the Pembroke Lakes Mall Remittance Amount and the
Westfield Shoppingtown Remittance Amount.

         "Loan Pair REO Account" shall mean any of the Pembroke Lakes Mall REO
Account, the Westfield Shoppingtown REO Account or the Polaris Fashion Place REO
Account.

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

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

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

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

                                      -42-
<PAGE>

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, exclusive of, if
applicable, any amounts that represent Additional Interest received by or on
behalf of the Trust in respect of such Trust Mortgage Loan after its Anticipated
Repayment Date, if any; 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).

         "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).

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

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

         "LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of May 20, 2003, between LBHI,
LUBS Inc. as mortgage loan seller and the Depositor.

         "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.

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

                                      -43-
<PAGE>

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

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

         "Master Servicer Remittance Amount" shall mean, with respect to any
Master Servicer Remittance 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 that (A)
were received by or on behalf of the Trust as of the close of business on the
immediately preceding Determination Date and (B) are on deposit or are required
to be on deposit in the Pool Custodial Account as of 12:00 noon (New York City
time) on such Master Servicer Remittance Date, including any such payments and
other collections transferred to the Pool Custodial Account from the Pool REO
Account (if established), and (ii) to the extent not included in the amount
described in clause (a)(i) of this definition, all amounts transferred from the
Loan Pair Custodial Accounts to the Pool Custodial Account on such Master
Servicer Remittance Date; net of (b) the portion of the aggregate amount
described in clause (a) of this definition that represents one or more of the
following--(i) Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any amount payable or reimbursable to any
Person from the Pool Custodial Account pursuant to clauses (ii) through (xvi) of
Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any amounts
deposited in the Pool Custodial Account in error.

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

         "Master Servicing Compensation" shall mean, the Master Servicing Fee,
as designated and payable under Section 3.11(a), and the additional compensation
payable to the Master Servicer under Section 3.11(b).

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

         "Master Servicing Fee Rate" shall mean: (a) with respect to each 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; and (b) with respect to any Non-Trust Mortgage Loan and any successor
REO Mortgage Loan with respect thereto, 0.03% 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).

                                      -44-
<PAGE>

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

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

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

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

         "Monroeville Mall Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule by mortgage loan
number 4, and is secured by a Mortgage on the Monroeville Mall Mortgaged
Property.

         "Monroeville Mall Mortgaged Property" shall mean the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as Monroeville Mall.

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

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

                                      -45-
<PAGE>

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

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

         "Mortgage File" shall mean, with respect to any Trust Mortgage Loan
and, in the case of a Trust Mortgage Loan that is part of a Loan Pair, also with
respect to the related Non-Trust Mortgage Loan, the following documents
collectively (which, in the case of a Loan Pair, except for the Mortgage Notes
referred to in clause (i) of this definition and any modifications thereof
referred to in clause (vi) of this definition, relate to the entire subject Loan
Pair):

         (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 "LaSalle Bank
                  National Association, as trustee for the registered holders of
                  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage
                  Pass-Through Certificates, Series 2003-C3" 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 any Loan Pair, a copy of the executed Mortgage
                  Note for the related Non-Trust Mortgage Loan;

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

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

         (iv)     an original executed assignment, in recordable form (except
                  for recording information not yet available if the instrument
                  being assigned has not been returned from the applicable
                  recording office), of (A) the Mortgage and (B) any related
                  Assignment of Leases (if such item is a document separate from
                  the Mortgage), in favor of "LaSalle Bank National Association,
                  in its capacity as trustee for the registered holders of
                  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage
                  Pass-Through Certificates, Series 2003-C3" (or, in the case of
                  each Loan Pair, in favor of "LaSalle Bank National
                  Association, in its capacity as trustee for the registered
                  holders of LB-UBS Commercial Mortgage Trust 2003-C3,
                  Commercial Mortgage Pass-Through Certificates, Series 2003-C3,
                  and its capacity as lead lender on behalf of the holder of the
                  related Note B") (or, in each case, a copy thereof, certified
                  to be the copy of such assignment submitted for recording);

                                      -46-
<PAGE>

         (v)      an original or a copy of the assignment of all unrecorded
                  documents relating to such Trust Mortgage Loan, in favor of
                  "LaSalle Bank National Association, as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C3, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C3" (or, in the case of each Loan Pair, in favor of
                  "LaSalle Bank National Association, in its capacity as trustee
                  for the registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C3, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C3, and in its capacity as lead lender on behalf of the
                  holder of the related Note B");

         (vi)     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 (or, if applicable,
                  either Mortgage Note of a Loan Pair) or the related Mortgage
                  have been modified as to a monetary term or other material
                  term thereof, in each case (unless the particular item has not
                  been returned from the applicable recording office) with
                  evidence of recording indicated thereon if the instrument
                  being modified is a recordable document;

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

         (viii)   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 "LaSalle
                  Bank National Association, in its capacity as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C3, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C3" (or, in the case of each Loan Pair, in favor of
                  "LaSalle Bank National Association, in its capacity as trustee
                  for the registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C3, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C3, and in its capacity as lead lender on behalf of the
                  holder of the related Note B");

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

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

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

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

                                      -47-
<PAGE>

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

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

         (xv)     an original assignment of the related security agreement (if
                  such item is a document separate from the Mortgage and if such
                  item is not included in the assignment described in clause
                  (iv) or clause (v)), in favor of "LaSalle Bank National
                  Association, in its capacity as trustee for the registered
                  holders of LB-UBS Commercial Mortgage Trust 2003-C3,
                  Commercial Mortgage Pass-Through Certificates, Series 2003-C3"
                  (or, in the case of each Loan Pair, in favor of "LaSalle Bank
                  National Association, in its capacity as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C3, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C3, and in its capacity as lead lender on behalf of the
                  holder of the related Note B");

         (xvi)    if such Trust Mortgage Loan is part of a Loan Pair, a copy of
                  the related Co-Lender Agreement;

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

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

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

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (vi) and (ix) through (xix) 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 any 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 or any related Non-Trust
Mortgage Loan Noteholder, as applicable.

         "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 Sellers" shall mean the LBHI Mortgage Loan Seller, the
LUBS Mortgage Loan Seller and the UBS Mortgage Loan Seller.

                                      -48-
<PAGE>

         "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
successor REO Trust Mortgage Loans, collectively. The Mortgage Pool does not
include the Non-Trust Mortgage Loans or any REO Mortgage Loans related thereto.

         "Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Mortgage Loans as of the end of the related Collection Period, which report
shall contain substantially the categories of information regarding the Mortgage
Loans set forth on Annexes A-1 through A-4 to the Prospectus Supplement
(calculated, where applicable, on the basis of the most recent relevant
information provided by the Mortgagors to the Master Servicer or the Special
Servicer, as the case may be, and by the Master Servicer or the Special
Servicer, as the case may be, to the Trustee), and which information shall be
presented in tabular format substantially similar to the format utilized on such
annexes and shall also include a loan-by-loan listing (in descending balance
order) showing loan number, property type, location, unpaid principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest portion of the
Monthly Payment, principal portion of the Monthly Payment, and any Prepayment
Premium, Yield Maintenance Charge or Excess Defeasance Deposit Proceeds
received.

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

         "Mortgaged Property" shall mean the real property (together with all
improvements and fixtures thereon) subject to the lien of a Mortgage.

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

         "Net Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest that constitutes a Corresponding REMIC II Regular
Interest for any REMIC III Component of the Class X-CP Certificates, for any
Interest Accrual Period, a rate per annum equal to the Pass-Through Rate in
effect during such Interest Accrual Period for the Class of Principal Balance

                                      -49-
<PAGE>

Certificates as to which such REMIC II Regular Interest is the sole
Corresponding REMIC II Regular Interest or is one of the Corresponding REMIC II
Regular Interests, as applicable.

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

         "Net Default Charges" shall have the meaning assigned thereto in
Section 3.26(a).

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

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

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

         "Net Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the related Mortgage Rate
minus the related Administrative Cost Rate (or, in the case of a Non-Trust
Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), minus
just the related Master Servicing Fee Rate).

                                      -50-
<PAGE>

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

         "Net Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the Principal Distribution Amount, net of the Class MM
Principal Distribution Amount, for such Distribution Date.

         "New Lease" shall mean any lease of REO Property entered into at the
direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Trustee and, in the case of a Loan Pair, the related
Non-Trust Mortgage Loan Noteholder.

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

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

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

         "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class X-CL, Class X-CP, Class X-MM1, Class X-MM2, Class X-WC, Class H,
Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S, Class T,
Class MM-1, Class MM-2, Class MM-3, Class R-I, Class R-II, Class R-III, Class
R-LR, Class V-1 and Class V-2 Certificates are Non-Registered Certificates.

         "Non-Trust Mortgage Loan" shall mean each of the Polaris Fashion Place
Non-Trust Mortgage Loan, the Pembroke Lakes Mall Non-Trust Mortgage Loan and the
Westfield Shoppingtown Non-Trust Mortgage Loan. As used herein, the term
"Non-Trust 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 related Non-Trust Mortgage Loan Noteholder.

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

         "Non-Trust Mortgage Loan Change of Control Event" shall mean, with
respect to each Non-Trust Mortgage Loan, the event that exists when the unpaid
principal amount of such Non-Trust

                                      -51-
<PAGE>

Mortgage Loan (net of any existing Appraisal Reduction Amount calculated in
respect of the related Loan Pair) is not equal to or greater than 50% of the
original unpaid principal amount of such Non-Trust Mortgage Loan (net of, in the
case of the Pembroke Lakes Mall Non-Trust Mortgage Loan only, any payments of
principal made by the Mortgagor with respect to such Non-Trust Mortgage Loan).

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

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

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

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

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

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

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

         "Pass-Through Rate" shall mean: (a) with respect to the Class A-1
Certificates, an annual rate equal to 2.599% per annum; (b) with respect to the
Class A-2 Certificates, an annual rate equal to 3.086% per annum; (c) with
respect to the Class A-3 Certificates, an annual rate equal to 3.850% per annum;
(d) with respect to the Class A-4 Certificates, an annual rate equal to 4.166%
per annum; (e) with respect to the Class B Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 4.225% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period; (f)
with respect to the Class C Certificates for any Interest Accrual Period, an
annual

                                      -52-
<PAGE>

rate equal to the lesser of (i) 4.244% per annum and (ii) the Weighted Average
REMIC I Remittance Rate for such Interest Accrual Period; (g) with respect to
the Class D Certificates for any Interest Accrual Period, an annual rate equal
to the lesser of (i) 4.274% per annum and (ii) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period; (h) with respect to the Class
E Certificates for any Interest Accrual Period, an annual rate equal to the
lesser of (i)4.303% per annum and (ii) the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period; (i) with respect to the Class F
Certificates for any Interest Accrual Period, an annual rate equal to the lesser
of (i) 4.333% per annum and (ii) the Weighted Average REMIC I Remittance Rate
for such Interest Accrual Period; (j) with respect to the Class G Certificates
for any Interest Accrual Period, an annual rate equal to the lesser of (i)
4.392% per annum and (ii) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period; (k) with respect to the Class H Certificates for any
Interest Accrual Period, an annual rate equal to the lesser of (i) 4.747% per
annum and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
Accrual Period; (l) with respect to the Class J Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) 4.846% per annum and
(ii) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period; (m) with respect to the Class K Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) 5.180% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period; (n)
with respect to the Class L Certificates for any Interest Accrual Period, an
annual rate equal to the lesser of (i) 4.750% per annum and (ii) the Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period; (o) with
respect to the Class M Certificates for any Interest Accrual Period, an annual
rate equal to the lesser of (i) 4.750% per annum and (ii) the Weighted Average
REMIC I Remittance Rate for such Interest Accrual Period; (p) with respect to
the Class N Certificates for any Interest Accrual Period, an annual rate equal
to the lesser of (i) 4.750% per annum and (ii) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period; (q) with respect to the Class
P Certificates for any Interest Accrual Period, an annual rate equal to the
lesser of (i) 4.750% per annum and (ii) the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period; (r) with respect to the Class Q
Certificates for any Interest Accrual Period, an annual rate equal to the lesser
of (i) 4.750% per annum and (ii) the Weighted Average REMIC I Remittance Rate
for such Interest Accrual Period; (s) with respect to the Class S Certificates
for any Interest Accrual Period, an annual rate equal to the lesser of (i)
4.750% per annum and (ii) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period; (t) with respect to the Class T Certificates for any
Interest Accrual Period, an annual rate equal to the lesser of (i) 4.750% per
annum and (ii) the Weighted Average REMIC I Remittance Rate for such Interest
Accrual Period; (u) with respect to the Class MM-1 Certificates for any Interest
Accrual Period, an annual rate equal to 5.088% per annum; (v) with respect to
the Class MM-2 Certificates for any Interest Accrual Period, an annual rate
equal to 5.235% per annum; (w) with respect to the Class MM-3 Certificates for
any Interest Accrual Period, an annual rate equal to 5.675% per annum; (x) with
respect to the Class X-MM1 Certificates for any Interest Accrual Period, an
annual rate equal to 1.200% per annum; (y) with respect to any Class X-MM2 REMIC
III Component for any Interest Accrual Period, an annual rate equal to the
excess, if any, of (i) the REMIC II Remittance Rate for such Interest Accrual
Period applicable to the Corresponding REMIC II Regular Interest for such Class
X-MM2 REMIC III Component over (ii) the Adjusted REMIC II Remittance Rate for
such Interest Accrual Period applicable to the Corresponding REMIC II Regular
Interest for such Class X-MM2 REMIC III Component; (z) with respect to the Class
X-MM2 Certificates for any Interest Accrual Period, an annual rate equal to the
weighted average (expressed as a percentage and rounded to six decimal places)
of the Pass-Through Rates applicable to the respective Class X-MM2 REMIC III
Components for such Interest Accrual Period, weighted on the basis of the
respective Component Notional Amounts of such Class X-MM2 REMIC III Components
outstanding immediately prior to the related Distribution Date; (aa) with

                                      -53-
<PAGE>

respect to the Class X-WC Certificates for any Interest Accrual Period, an
annual rate equal to 1.000% per annum; (bb) with respect to any Class X-CL REMIC
III Component for any Interest Accrual Period, an annual rate equal to the
excess, if any, of (i) the REMIC II Remittance Rate for such Interest Accrual
Period applicable to the Corresponding REMIC II Regular Interest for such Class
X-CL REMIC III Component, over (ii) the greater of the Adjusted REMIC II
Remittance Rate and the Net Adjusted REMIC II Remittance Rate for such Interest
Accrual Period applicable to the Corresponding REMIC II Regular Interest for
such Class X-CL REMIC III Component; (cc) with respect to the Class X-CL
Certificates for any Interest Accrual Period, an annual rate equal to the
weighted average (expressed as a percentage and rounded to six decimal places)
of the Pass-Through Rates applicable to the respective Class X-CL REMIC III
Components for such Interest Accrual Period, weighted on the basis of the
respective Component Notional Amounts of such Class X-CL REMIC III Components
outstanding immediately prior to the related Distribution Date; (dd) with
respect to any Class X-CP REMIC III Component for any Interest Accrual Period,
an annual rate equal to the excess, if any, of (i) the lesser of the REMIC II
Remittance Rate and the Adjusted REMIC II Remittance Rate for such Interest
Accrual Period applicable to the Corresponding REMIC II Regular Interest for
such Class X-CP REMIC III Component, over (ii) the Net Adjusted REMIC II
Remittance Rate for such Interest Accrual Period applicable to the Corresponding
REMIC II Regular Interest for such Class X-CP REMIC III Component; and (ee) with
respect to the Class X-CP Certificates for any Interest Accrual Period, an
annual rate equal to the weighted average (expressed as a percentage and rounded
to six decimal places) of the Pass-Through Rates applicable to the respective
REMIC III Components of such Class for such Interest Accrual Period, weighted on
the basis of the respective Component Notional Amounts of such REMIC III
Components outstanding immediately prior to the related Distribution Date;
provided, however, that, for reporting purposes, the Pass-Through Rate of the
Class X-CP Certificates for each Interest Accrual Period shall be calculated in
accordance with the Prospectus Supplement.

         The Weighted Average REMIC I Remittance Rate referenced in each of
clauses (e) through (t) of the prior paragraph of this definition is also the
REMIC II Remittance Rate for each REMIC II Regular Interest other than REMIC II
Regular Interest X-WC, REMIC II Regular Interest X-MM1, REMIC II Regular
Interest MM-1, REMIC II Regular Interest MM-2 and REMIC II Regular Interest
MM-3.

         "Pembroke Lakes Mall Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Pembroke Lakes Mall Custodial Account" shall mean the segregated
account or accounts created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the Pembroke Lakes Mall Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAMES OF
PEMBROKE LAKES MALL NOTEHOLDERS], as their interests may appear".

         "Pembroke Lakes Mall Loan Pair" shall have the meaning assigned thereto
in the Preliminary Statement (and shall include any successor REO Mortgage
Loans).

         "Pembroke Lakes Mall Loan Pair Remittance Amount" shall mean, with
respect to any Master Servicer Remittance Date, an amount equal to: (a) the
aggregate amount of all payments and other collections on or with respect to the
Pembroke Lakes Mall Loan Pair and the Pembroke Lakes Mall Mortgaged Property (if
it becomes an REO Property) that (A) were received as of the close of

                                      -54-
<PAGE>

business on the immediately preceding Determination Date and (B) are on deposit
or are required to be on deposit in the Pembroke Lakes Mall Custodial Account as
of 12:00 noon (New York City time) on such Master Servicer Remittance Date,
including any such payments and other collections transferred to the Pembroke
Lakes Mall Custodial Account from the Pembroke Lakes Mall REO Account (if
established); net of (b) the portion of the aggregate amount described in clause
(a) of this definition that represents one or more of the following--(i) Monthly
Payments that are due on a Due Date following the end of the related Collection
Period, (ii) any amount payable or reimbursable to any Person from the Pembroke
Lakes Mall Custodial Account pursuant to clauses (ii) through (xiv) of Section
3.05A, and (iii) any amounts deposited in the Pembroke Lakes Mall Custodial
Account in error.

         "Pembroke Lakes Mall Mortgaged Property" shall mean the retail property
identified on the Trust Mortgage Loan Schedule as the Pembroke Lakes Mall.

         "Pembroke Lakes Mall Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage Loan is
identified on the Trust Mortgage Loan Schedule by mortgage loan number 5, and
is, together with the Pembroke Lakes Mall Non-Trust Mortgage Loan, secured by a
Mortgage on the Pembroke Lakes Mall Mortgaged Property.

         "Pembroke Lakes Mall Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Pembroke Lakes Mall Non-Trust Mortgage Loan Noteholder" shall mean the
holder of the Mortgage Note for the Pembroke Lakes Mall Non-Trust Mortgage Loan.

         "Pembroke Lakes Mall Noteholders" shall mean, collectively, the holder
of the Mortgage Note for the Pembroke Lakes Mall Trust Mortgage Loan and the
Pembroke Lakes Mall Non-Trust Mortgage Loan Noteholder.

         "Pembroke Lakes Mall REO Account" shall mean the segregated account or
accounts created and maintained by the Special Servicer pursuant to Section 3.16
on behalf of the Pembroke Lakes Mall Noteholders, which shall be entitled "[NAME
OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF PEMBROKE LAKES
MALL NOTEHOLDERS], as their interests may appear".

         "Pembroke Lakes Mall REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the Pembroke Lakes Mall Trust Mortgage Loan.

         "Pembroke Lakes Mall REO Property" shall mean the Pembroke Lakes Mall
Mortgaged Property, if such Mortgaged Property becomes an REO Property
hereunder.

         "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 initial Class Principal Balance or
initial 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.

                                      -55-
<PAGE>

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

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

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

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

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

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

         (iii)    certificates of deposit, time deposits, demand deposits and
                  bankers' acceptances of any bank or trust company organized
                  under the laws of the United States or any state thereof
                  (having original maturities of not more than 365 days), the
                  short term obligations of which are rated in the highest
                  rating category of each of Moody's and S&P (or, in the case of
                  either Rating Agency, such lower rating as will not result in
                  an Adverse Rating Event with respect to any Class of
                  Certificates and, in the case of an investment being made with
                  funds that relate solely to the Westfield Shoppingtown Loan
                  Pair, if relevant for such Rating Agency, with respect to any
                  class of Westfield Shoppingtown Non-Trust Mortgage Loan
                  Securities, as evidenced in writing by such Rating Agency). In
                  addition, any such item by its terms must have a predetermined
                  fixed dollar amount of principal due at maturity

                                      -56-
<PAGE>

                  that cannot vary or change. Interest may either be fixed or
                  variable. If such interest is variable, interest must be tied
                  to a single interest rate index plus a single fixed spread (if
                  any), and move proportionately with that index;

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

         (v)      units of money market funds rated in the highest applicable
                  rating category of each of Moody's and S&P (or, in the case of
                  either Rating Agency, such lower rating as will not result in
                  an Adverse Rating Event with respect to any Class of
                  Certificates and, in the case of an investment being made with
                  funds that relate solely to the Westfield Shoppingtown Loan
                  Pair, if relevant for such Rating Agency, with respect to any
                  class of Westfield Shoppingtown Non-Trust Mortgage Loan
                  Securities, as evidenced in writing by such Rating Agency) and
                  which seeks to maintain a constant net asset value; and

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

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

                                      -57-
<PAGE>

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

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

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

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

         "Polaris Fashion Place Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Polaris Fashion Place Custodial Account" shall mean the segregated
account or accounts created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the Polaris Fashion Place Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAMES OF
POLARIS FASHION PLACE NOTEHOLDERS], as their interests may appear".

         "Polaris Fashion Place Loan Pair" shall have the meaning assigned
thereto in the Preliminary Statement (and shall include any successor REO
Mortgage Loans).

         "Polaris Fashion Place Loan Pair Remittance Amount" shall mean, with
respect to any Master Servicer Remittance Date, an amount equal to: (a) the
aggregate amount of all payments and other collections on or with respect to the
Polaris Fashion Place Loan Pair and the Polaris Fashion Place Mortgaged Property
(if it becomes an REO Property) that (A) were received as of the close of
business on the immediately preceding Determination Date and (B) are on deposit
or are required to be on deposit in the Polaris Fashion Place Custodial Account
as of 12:00 noon (New York City time) on such Master Servicer Remittance Date,
including any such payments and other collections transferred to the Polaris
Fashion Place Custodial Account from the Polaris Fashion Place REO Account (if
established); net of (b) the portion of the aggregate amount described in clause
(a) of this definition that represents one or more of the following--(i) Monthly
Payments that are due on a Due Date following the end of the related Collection
Period, (ii) any amount payable or reimbursable to any Person from the Polaris
Fashion Place Custodial Account pursuant to clauses (ii) through (xiv) of
Section 3.05A, and (iii) any amounts deposited in the Polaris Fashion Place
Custodial Account in error.

         "Polaris Fashion Place Mortgaged Property" shall mean the retail
property identified on the Trust Mortgage Loan Schedule as Polaris Fashion
Place.

                                      -58-
<PAGE>

         "Polaris Fashion Place Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage Loan is
identified on the Trust Mortgage Loan Schedule by mortgage loan number 2, and
is, together with the Polaris Fashion Place Non-Trust Mortgage Loan, secured by
a Mortgage on the Polaris Fashion Place Mortgaged Property.

         "Polaris Fashion Place Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Polaris Fashion Place Non-Trust Mortgage Loan Noteholder" shall mean
the holder of the Mortgage Note for the Polaris Fashion Place Non-Trust Mortgage
Loan.

         "Polaris Fashion Place Noteholders" shall mean, collectively, the
holder of the Mortgage Note for the Polaris Fashion Place Trust Mortgage Loan
and the Polaris Fashion Place Non-Trust Mortgage Loan Noteholder.

         "Polaris Fashion Place 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 Polaris Fashion Place Noteholders, which shall be entitled
"[NAME OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF POLARIS
FASHION PLACE NOTEHOLDERS], as their interests may appear".

         "Polaris Fashion Place REO Trust Mortgage Loan" shall mean any REO
Trust Mortgage Loan relating to the Polaris Fashion Place Trust Mortgage Loan.

         "Polaris Fashion Place REO Property" shall mean the Polaris Fashion
Place Mortgaged Property, if such Mortgaged Property becomes an REO Property
hereunder.

         "Pool Custodial Account" shall mean the segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "Wachovia Bank, National Association [OR THE NAME OF ANY SUCCESSOR
MASTER SERVICER], as Master Servicer, on behalf of LaSalle Bank National
Association [OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the
registered holders of LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
Mortgage Pass-Through Certificates, Series 2003-C3, 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 "GMAC Commercial Mortgage Corporation [OR THE NAME OF ANY SUCCESSOR
SPECIAL SERVICER], as Special Servicer, on behalf of LaSalle Bank National
Association [OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the
registered holders of LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
Mortgage Pass-Through Certificates, Series 2003-C3, Pool REO Account".

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

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

         "Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes,

                                      -59-
<PAGE>

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 with respect to (A)
any Distribution Date on which any Net Prepayment Consideration received by or
on behalf of the Trust on any Mortgage Loan (or any successor REO Mortgage Loan
with respect thereto) is distributable and (B) any Class of YM Principal Balance
Certificates that is entitled to distributions of principal on such Distribution
Date, for purposes of determining the portion of such Net Prepayment
Consideration distributable with respect to such Class of Principal Balance
Certificates, an amount equal to the product of (x) such Net Prepayment
Consideration (reduced, if applicable, to not less than zero, by any portion
thereof that constitutes Class MM Net Prepayment Consideration), multiplied by
(y) a fraction (not greater than 1.0 or less than 0.0), the numerator of which
is equal to the excess, if any, of the Pass-Through Rate for such Class of
Principal Balance Certificates over the relevant Discount Rate, and the
denominator of which is equal to the excess, if any, of the Mortgage Rate for
such Mortgage Loan (or REO Mortgage Loan) over the relevant Discount Rate, and
further multiplied by (z) a fraction, the numerator of which is equal to the
amount of principal to be distributed on such Class of Principal Balance
Certificates on such Distribution Date pursuant to Section 4.01 or 9.01, as
applicable, and the denominator of which is equal to the Net Principal
Distribution Amount for such Distribution Date.

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

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

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

                                      -60-
<PAGE>

         "Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that are primarily
responsible for such party's servicing obligations hereunder. As of the Closing
Date, the Primary Servicing Office of the Master Servicer is located in
Charlotte, North Carolina, and the Primary Servicing Office of the Special
Servicer is located in San Francisco, California.

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

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

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

         (a) the aggregate of all payments of principal (other than Principal
Prepayments) received by or on behalf of 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 or on behalf of the
Trust prior to the related Collection Period;

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

         (d) the aggregate of all Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds received by or on behalf of the Trust with respect to any
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 or on behalf of the Trust with
respect to any REO Properties during the related Collection Period that were
identified and applied by the Master Servicer as recoveries of principal of the
related REO 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-

                                      -61-
<PAGE>

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) to (f) above shall
represent amounts received, due or advanced on or in respect of the Non-Trust
Mortgage Loans or any successor REO Mortgage Loans with respect thereto.

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

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

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

         "Prospectus" shall mean the prospectus dated May 12, 2003, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

         "Prospectus Supplement" shall mean the prospectus supplement dated May
20, 2003, relating to the Registered Certificates.

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

         "Purchase Price" shall mean, with respect to any Trust Mortgage Loan
(or REO Property), 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 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 Mortgage Loan) to, but not including, the Due Date
in the Collection Period of purchase (exclusive, however, of any portion of such
accrued but unpaid interest that represents Default Interest or, in the case of
an ARD Mortgage Loan after its Anticipated Repayment Date, Additional Interest),
(c) all related unreimbursed Servicing Advances, if any, (d) all accrued and
unpaid interest, if any, in respect of related Advances in accordance with, as
applicable, Section 3.11(g), Section 4.03(d) and/or Section 4.03A(d), and (e) in
the case of a repurchase by the Depositor pursuant to Section 2.03 or by the UBS
Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, (i) to the extent not otherwise included in the amount described in
clause (d) of this definition, any unpaid Special Servicing Fees and other
Additional Trust Fund Expenses with respect to such Mortgage Loan (or REO
Property), including any Liquidation Fee payable because the subject repurchase
occurred subsequent to the expiration of the Initial Resolution Period plus the
applicable Resolution Extension Period for the Material Document Defect or
Material Breach, as applicable, that gave rise to the repurchase, and (ii) to
the extent not otherwise included in the amount

                                      -62-
<PAGE>

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 any of the Polaris Fashion Place Trust
Mortgage Loan, the Pembroke Lakes Mall Trust Mortgage Loan and the Westfield
Shoppingtown Trust Mortgage Loan, the Purchase Price calculated above shall be
reduced by any related unpaid Master Servicing Fees, unreimbursed Advances and,
to the extent included therein pursuant to clause (d) above, unpaid interest on
Advances which, following the subject purchase, will continue to be payable or
reimbursable under the related Co-Lender Agreement to the Master Servicer in
respect of such Mortgage Loan (which amounts shall no longer be payable
hereunder); and provided, further, that, in the case of an REO Property that
relates to a Loan Pair, the Purchase Price for such REO Property shall instead
equal the greater of (x) the fair market value of such REO Property, based on a
recent appraisal meeting the criteria for a Required Appraisal, and (y) the
aggregate of the amounts described in clauses (a), (b), (c), (d) and, if
applicable, (e) above with respect to both REO Mortgage Loans comprising such
Loan Pair.

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

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

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

         "Rated Final Distribution Date" shall mean: (a) with respect to the
Class A-1, Class A-2 and Class A-3 Certificates, the Distribution Date in May
2027; (b) with respect to the Class A-4 Certificates, the Distribution Date in
May 2032; (c) with respect to the Class MM-1, Class MM-2 and Class MM-3
Certificates, January 2030; and (d) with respect to the other Classes of
Principal Balance Certificates, other than the Class T Certificates, the
Distribution Date in February 2037.

         "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 Collection Period in which the Final Recovery Determination was made,
     plus (ii) without taking into account the amount described in subclause
     (1)(b) of this definition, all accrued but unpaid interest on such Mortgage
     Loan or such REO Mortgage Loan, as the case may be, to but not including
     the Due Date in the Collection Period in which the Final Recovery
     Determination was made (exclusive, however, of any portion of such accrued
     but unpaid interest that represents Default Interest or, in the case of an
     ARD Mortgage Loan after its Anticipated Repayment Date, Additional
     Interest), plus (iii) the amount of any and all related Special Servicing
     Fees, Liquidation Fees and/or Workout Fees with respect to such Mortgage
     Loan or successor REO Mortgage Loan that caused any Class of
     Certificateholders to receive less than the full amount of Distributable
     Certificate Interest on the Distribution Date occurring in the Collection
     Period in

                                      -63-
<PAGE>

     which the Final Recovery Determination was made (including any
     Distributable Certificate Interest that remained unpaid from prior
     Distribution Dates), over (b) all payments and proceeds, if any, received
     in respect of such Mortgage Loan or, to the extent allocable to such REO
     Mortgage Loan, the related REO Property, as the case may be, during the
     Collection Period in which such Final Recovery Determination was made,
     insofar as such payments and proceeds are allocable to interest (other than
     Default Interest and Additional Interest) on or principal of such Mortgage
     Loan or REO Mortgage Loan;

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

         (3) with respect to each Mortgage Loan as to which the Mortgage Rate
     thereon has been permanently reduced and not recaptured for any period in
     connection with a bankruptcy or similar proceeding involving the related
     Mortgagor or a modification, extension, waiver or amendment of such
     Mortgage Loan granted or agreed to by the Special Servicer pursuant to
     Section 3.20, the amount of the consequent reduction in the interest
     portion of each successive Monthly Payment due thereon (each such Realized
     Loss shall be deemed to have been incurred on the Due Date for each
     affected Monthly Payment).

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

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

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

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

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

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

         "Regulation S Global Certificates" shall mean, with respect to any
Class of Book-Entry Non-Registered Certificates offered and sold outside of the
United States in reliance on Regulation S,

                                      -64-
<PAGE>

one or more global Certificates, collectively, in definitive, fully registered
form without interest coupons, each of which Certificates bears a Regulation S
Legend.

         "Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the United
States in reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the 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) or
Section 4.03A(d), as applicable, 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 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 or
on behalf of the Trust after the Closing Date (other than (x) scheduled payments
of interest and principal due on or before the Cut-off Date and (y) Additional
Interest received by or on behalf of the Trust in respect of any such Trust
Mortgage Loans that constitute 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 Mortgage Loan) as from time to time
are subject to this Agreement and all income and proceeds from such REO
Properties; (iv) such funds or assets as from time to time are deposited in the
Pool Custodial Account, the Collection Account, the Interest Reserve Account
and, if established, the Pool REO Account, exclusive of any funds and/or assets
(x) that are included in a Loan REMIC or (y) represent Additional Interest
received by or on behalf of the Trust in respect of the ARD Trust Mortgage Loans
after their respective Anticipated Repayment Dates; and (v) except to the extent
that they are included in a Loan REMIC, the rights of the Depositor under the
UBS/Depositor Mortgage Loan Purchase Agreement; provided that REMIC I shall not
include the Non-Trust Mortgage Loans, or any payments or other collections of
principal, interest, Prepayment Premiums, Yield Maintenance Charges or other
amounts received by or on behalf of the Trust on such Non-Trust Mortgage Loans
or any related successor REO Mortgage Loans.

         "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.

                                      -65-
<PAGE>

         "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 equal to the Loan REMIC Remittance Rate for such Loan REMIC
Regular Interest; (b) with respect to any other REMIC I 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 (c) with respect to any other REMIC I 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 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).

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

         "REMIC II Regular Interest" shall mean any of the 34 separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and, except in the case of REMIC II Regular Interest X-MM1 and
REMIC II Regular Interest X-WC, shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. The designations for the respective REMIC II Regular Interests
are set forth in the Preliminary Statement hereto.

         "REMIC II Remittance Rate" shall mean: (a) with respect to REMIC II
Regular Interest X-WC, for any Interest Accrual Period, a rate per annum equal
to 1.000% per annum; (b) with respect to REMIC II Regular Interest X-MM1, for
any Interest Accrual Period, a rate per annum equal to 1.200% per annum; (c)
with respect to each of REMIC II Regular Interest MM-1, REMIC II Regular
Interest MM-2 and REMIC II Regular Interest MM-3, for any Interest Accrual
Period, a rate per annum equal to the REMIC I Remittance Rate in effect for
REMIC I Regular Interest MM-B for such Interest Accrual Period; and (d) with
respect to each other REMIC II Regular Interest, for any Interest Accrual
Period, a rate per annum 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.

                                      -66-
<PAGE>

         "REMIC III Certificate" shall mean any Class A-1, Class A-2, Class A-3,
Class A-4, Class X-CL, Class X-CP, Class X-MM1, Class X-WC, Class X-MM2, 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 MM-1, Class MM-2,
Class MM-3 or Class R-III Certificate.

         "REMIC III Component" shall mean:

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

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

         (c) with respect to the Class X-MM2 Certificates, any of the following
     three components of the Class X-MM2 Certificates: REMIC III Component
     X-MM2-1, REMIC III Component X-MM2-2 and REMIC III Component X-MM2-3.

         "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

                                      -67-
<PAGE>

related provisions, and proposed, temporary and final Treasury regulations and
any published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

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

         "REO Account" shall mean any of the Pool REO Account, the Polaris
Fashion Place REO Account, the Pembroke Lakes Mall REO Account or the Westfield
Shoppingtown REO Account.

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

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

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

         "REO Mortgage Loan" shall mean the mortgage loan (or, if a Loan Pair is
involved, either of the two mortgage loans comprising such Loan Pair) deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO
Mortgage Loan shall be deemed to provide for monthly payments of principal
and/or interest equal to its Assumed Monthly Payment and otherwise to have the
same terms and conditions as its predecessor Mortgage Loan (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan and the acquisition of the related REO Property as part of the
Trust Fund). Each REO Mortgage Loan shall be deemed to have an initial unpaid
principal balance and Stated Principal Balance equal to the unpaid principal
balance and Stated Principal Balance, respectively, of its predecessor Mortgage
Loan as of the date of the related REO Acquisition. All Monthly Payments (other
than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon
Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts
due and owing, or deemed to be due and owing, in respect of the predecessor
Mortgage Loan as of the date of the related REO Acquisition, shall be deemed to
continue to be due and owing in respect of an REO Mortgage Loan. Amounts
received with respect to each REO Mortgage Loan (after provision for amounts to
be applied to the payment of, or to be reimbursed to the Master Servicer or the
Special Servicer for the payment of, the costs of operating, managing and
maintaining the related REO Property or for the reimbursement of the Master
Servicer for other related Servicing Advances) shall be treated: first, as a
recovery of accrued and unpaid interest on such REO Mortgage Loan at the related
Mortgage Rate to but not including the Due Date in the Collection Period of
receipt (exclusive, however, in the case of an REO Mortgage Loan that relates to
an ARD Mortgage Loan after its Anticipated Repayment Date, of any such accrued
and unpaid interest that constitutes Additional Interest); second, as a recovery
of principal of such REO Mortgage Loan to the extent of its entire unpaid
principal balance; third, in accordance with the normal servicing practices of
the Master Servicer, as a recovery of any other amounts due and owing in respect
of such 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 if the Mortgage
Loans comprising a Loan Pair become REO Mortgage Loans, amounts received with
respect to such REO Mortgage Loans shall be applied to amounts due and owing in
respect of such REO

                                      -68-
<PAGE>

Mortgage Loans as provided in the related Co-Lender Agreement. Notwithstanding
the foregoing, all amounts payable or reimbursable to the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent in respect of the predecessor
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
Trustee or the Fiscal Agent in respect of such Servicing Advances and P&I
Advances in accordance with Sections 3.11(g), 4.03(d) and 4.03A(d),
respectively, shall continue to be payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the case may
be, in respect of an REO 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 the Polaris Fashion Place Mortgaged Property, the Pembroke Lakes Mall
Mortgaged Property or the Westfield Shoppingtown Mortgaged Property, for the
benefit of the Certificateholders and the related Non-Trust Mortgage Loan
Noteholder, as their interests may appear), through foreclosure, acceptance of a
deed-in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Mortgage Loan.

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

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

         "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 ss. 225.62 and conducted in accordance with the standards of the
Appraisal Institute or, in the case of a Required Appraisal Loan having a Stated
Principal Balance of, or in the case of a Mortgaged Property that has an
allocated loan amount of, less than $2,000,000, if no satisfactory (as
determined by the Special Servicer pursuant to Section 3.09(a)) appraisal
meeting the foregoing criteria was obtained or conducted within the prior 12
months, a "desktop" value estimate performed by the Special Servicer.

         "Required Appraisal Loan" shall mean any Mortgage Loan:

         (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 30 days (if neither clause (B) nor clause (C) below applies) or (B) for
     60 days if the related Mortgagor has

                                      -69-
<PAGE>

     represented in writing, within the 30-day period referred to in clause (A)
     above, to the satisfaction of the Master Servicer, that it is diligently
     seeking a refinancing and such Mortgagor continues timely to make monthly
     payments equivalent to Assumed Monthly Payments (and if clause (C) below
     does not apply), or (C) for a period (not to exceed 120 days) beyond the
     maturity date, ending on the date on which it is determined that the
     refinancing could not reasonably be expected to occur, if the related
     Mortgagor has delivered, within either the 30-day period referred to in
     clause (A) above or the 60-day period referred to in clause (B) above, a
     refinancing commitment satisfactory to the Master Servicer and such
     Mortgagor continues timely to make monthly payments equivalent to Assumed
     Monthly Payments;

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

         (v) with respect to which a receiver or similar official is appointed
     and continues for 60 days in such capacity in respect of the related
     Mortgaged Property;

         (vi) with respect to which the related Mortgagor is subject to a
     bankruptcy, insolvency or similar proceedings, which, in the case of an
     involuntary bankruptcy, insolvency or similar proceeding, has not been
     dismissed within 60 days of the commencement thereof; or

         (vii) that remains outstanding five years following any extension of
     its maturity date pursuant to Section 3.20.

Any Required Appraisal Loan (other than a Mortgage Loan that became a Required
Appraisal Loan pursuant to clause (vii) above) shall cease to be such at such
time as it has become a Corrected Mortgage Loan (except if such Required
Appraisal Loan had not become a Specially Serviced Mortgage Loan at the time the
applicable event(s) described in any of clauses (i) through (vii) above ceased
to exist), it has remained current for at least three 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);
provided that any Trust Mortgage Loan and the related Non-Trust Mortgage Loan
constituting a Loan Pair shall, upon the occurrence of any of the events
described in clauses (i) through (vii) of this definition in respect of either
such Mortgage Loan, be deemed to be a single "Required Appraisal Loan".

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

                                      -70-
<PAGE>

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

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

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

         "Resolution Extension Period" shall mean:

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

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

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

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

                                      -71-
<PAGE>

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

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

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

         "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 Master
Servicer or the Special Servicer pursuant to Section 3.20, and assuming that the
full amount of each prior Scheduled Payment has been made in a timely manner.

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

         "Seller/Depositor Notification" shall mean, with respect to any Trust
Mortgage Loan, a written notification executed (promptly upon becoming aware of
such event) by a Responsible Officer of the Trustee and delivered to the Master
Servicer, the Special Servicer and the Trustee and to the UBS Mortgage Loan
Seller (in the case of a UBS Trust Mortgage Loan) and 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:

                                      -72-
<PAGE>

         (i) the occurrence of a Material Document Defect or Material Document
     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 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
     (iv) above, notification of the election by the Master Servicer or the
     Special Servicer, as applicable, to perform the cure obligations with
     respect to the subject Material Document Defect; and/or

         (vii) the expiration of the applicable Resolution Extension Period with
     respect to such 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).

         "Senior Certificate" shall mean any Class A-1, Class A-2, Class A-3,
Class A-4, Class X-CL, Class X-CP, X-WC or X-MM1 Certificate.

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

                                      -73-
<PAGE>

Collection Period and (ii) the excess, if any, of the Master Servicing Fee Rate
for such Mortgage Loan, over the sub-servicing fee rate (if any) applicable to
such Mortgage Loan, as specified in any Sub-Servicing Agreement related to such
Mortgage Loan.

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

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

         "Servicing Advances" shall mean all customary, reasonable and necessary
"out of pocket" costs and expenses (including attorneys' fees and fees and
expenses of real estate brokers) incurred by the Master Servicer, the Special
Servicer, the Fiscal Agent or the Trustee in connection with the servicing and
administration of a Mortgage Loan, if a default is imminent thereunder or a
default, delinquency or other unanticipated event has occurred with respect
thereto, or in connection with the administration of any REO Property,
including, but not limited to, the cost of (a) compliance with the obligations
of the Master Servicer, the 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 or a Co-Lender Agreement.

         "Servicing Compensation" shall mean the Master Servicing Compensation
and the Special Servicing Compensation and any other servicing compensation
payable, collectively or individually, as the case may be, to the Master
Servicer or the Special Servicer, as the case may be, under this Agreement.

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

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

                                      -74-
<PAGE>

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

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

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

         "Servicing Standard" shall mean (a) in the case of the initial Special
Servicer, for as long as it is the Special Servicer hereunder, the Servicing
Standard-GMACCM and (b) in the case of the Master Servicer and each other
Special Servicer, the Servicing Standard-General.

         "Servicing Standard-General" shall mean, with respect to the Master
Servicer or the Special Servicer (other than the initial Special Servicer, for
as long as it is the Special Servicer hereunder), to service and administer the
Mortgage Loans and any REO Properties that such party is obligated to service
and administer pursuant to this Agreement: (i) in accordance with the higher of
the following standards of care: (A) the same manner in which, and with the same
care, skill, prudence and diligence with which, the Master Servicer or the
Special Servicer, as the case may be, services and administers comparable
mortgage loans with similar borrowers and comparable REO properties for other
third-party portfolios (giving due consideration to the customary and usual
standards of practice of prudent institutional commercial mortgage lenders
servicing their own mortgage loans and REO properties), and (B) the same manner
in which, and with the same care, skill, prudence and diligence with which, the
Master Servicer or Special Servicer, as the case may be, services and
administers comparable mortgage loans owned by the Master Servicer or Special
Servicer, as the case may be, in either case exercising reasonable business
judgment and acting in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans; (ii) with a view to:
(A) the timely recovery of all payments of principal and interest, including
Balloon Payments, under the Mortgage Loans or, in the case of any such Mortgage
Loan that is (A) a Specially Serviced Mortgage Loan or (B) a Mortgage Loan as to
which the related Mortgaged Property has become an REO Property, the
maximization of recovery on the Mortgage Loan to the Certificateholders (as a
collective whole) (or, if a Loan Pair is involved, with a view to the
maximization of recovery on such Loan Pair to the Certificateholders and the
related Non-Trust Mortgage Loan Noteholder (as a collective whole)) of principal
and interest, including Balloon Payments, on a present value basis (the relevant
discounting of anticipated collections that will be distributable to the
Certificateholders (or, in the case of a Loan Pair, to the Certificateholders
and the related Non-Trust Mortgage Loan Noteholder) to be performed at the
related Net Mortgage Rate (or, in the case of a Loan Pair, at the weighted
average of the Net Mortgage Rates for such Loan Pair)); and (iii) without regard
to (A) any relationship, including as lender on any other debt, that the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,
may have with any of the related Mortgagors, or any Affiliate thereof, or any
other party to this Agreement; (B) the ownership of any Certificate (or any
Westfield Shoppingtown Non-Trust Mortgage Loan Security) by the Master Servicer
or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the
obligation of the Master Servicer 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

                                      -75-
<PAGE>

to this Agreement by the Master Servicer or the Special Servicer, as the case
may be, or any Affiliate thereof.

         "Servicing Standard-GMACCM" shall mean, with respect to the initial
Special Servicer, for as long as it is the Special Servicer hereunder, to
service and administer the Mortgage Loans and any REO Properties that it is
obligated to service and administer pursuant to this Agreement, on behalf of the
Trustee and in the best interests of and for the benefit of the
Certificateholders (or, with respect to a Loan Pair, in the best interests of
and for the benefit of the Certificateholders and the related Non-Trust Mortgage
Loan Noteholder), as determined by the Special Servicer, in its good faith and
reasonable judgment, in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans and, to the extent
consistent with the foregoing, further as follows: (i) with the same care, skill
and diligence as is normal and usual in its general mortgage servicing and REO
property management activities on behalf of third parties or on behalf of
itself, whichever is higher, with respect to mortgage loans and REO properties
that are comparable to those for which it is responsible hereunder; (ii) with a
view to the timely collection of all scheduled payments of principal and
interest under the Mortgage Loans or, if a Mortgage Loan comes into and
continues in default and if, in the good faith and reasonable judgment of the
Special Servicer, no satisfactory arrangements can be made for the collection of
the delinquent payments, the maximization of the recovery on such Mortgage Loan
to the Certificateholders (as a collective whole) (or, if a Loan Pair is
involved, with a view to the maximization of recovery on such Loan Pair to the
Certificateholders and the related Non-Trust Mortgage Loan Noteholder (as a
collective whole)), on a present value basis (the relevant discounting of
anticipated collections that will be distributable to the Certificateholders
(or, in the case of a Loan Pair, to the Certificateholders and the related
Non-Trust Mortgage Loan Noteholder) to be performed at the related Net Mortgage
Rate (or, in the case of a Loan Pair, at the weighted average of the Net
Mortgage Rates for such Loan Pair)); and (iii) without regard to (A) any other
relationship that the Special Servicer or any Affiliate thereof may have with
the related Mortgagor, (B) the ownership of any Certificate (or any Westfield
Shoppingtown Non-Trust Mortgage Loan Security) by the Special Servicer or by any
Affiliate thereof, (C) the Special Servicer's obligation to direct the Master
Servicer to make Servicing Advances, and (D) the right of the Special Servicer
or any Affiliate thereof to receive reimbursement of costs, or the sufficiency
of any compensation payable to it, hereunder or with respect to any particular
transaction.

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

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

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

                                      -76-
<PAGE>

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

         "Special Assumption Mortgage Loans" shall mean the following Mortgage
Loans: (i) both Mortgage Loans in the Westfield Shoppingtown West County Loan
Pair; (ii) the Monroeville Mall Trust Mortgage Loan; (iii) the Washington
Harbour Trust Mortgage Loan; and (iv) both Mortgage Loans in the Pembroke Lakes
Mall Loan Pair.

         "Special Servicer" shall mean, subject to Section 7.01(d), GMACCM, 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.

         "Special Servicing Compensation" shall mean the Special Servicing Fee,
the Workout Fee and the Liquidation Fee, each as designated and payable under
Section 3.11(c), and the additional compensation payable to the Special Servicer
under Section 3.11(d).

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

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

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

         (i)      the original executed Mortgage Note for such 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

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<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.

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

         (a) the related Mortgagor has failed to make when due any Monthly
     Payment (including a Balloon Payment), which failure continues, or the
     Master Servicer determines, in its reasonable, good faith judgment, will
     continue, unremedied (without regard to any grace period) (i) except in the
     case of a Balloon Mortgage Loan delinquent in respect of its Balloon
     Payment, for 60 days beyond the date on which the subject payment was due,
     or (ii) solely in the case of a Balloon Mortgage Loan that is delinquent in
     respect of its Balloon Payment, (A) for 30 days (if neither clause (B) nor
     clause (C) below applies) or (B) for 60 days if the related Mortgagor has
     represented in writing, within the 30-day period referred to in clause (A)
     above, to the satisfaction of the Master Servicer that it is diligently
     seeking a refinancing and such Mortgagor continues timely to make monthly
     payments equivalent to Assumed Monthly Payments (and if clause (C) below
     does not apply), or (C) for a period (not to exceed 120 days) beyond the
     maturity date, ending on the date on which it is determined that the
     refinancing could not reasonably be expected to occur, if the related
     Mortgagor has delivered, within either the 30-day period referred to in
     clause (A) above or the 60-day period referred to in clause (B) above, a
     refinancing commitment satisfactory to the Master Servicer and such
     Mortgagor continues timely to make monthly payments equivalent to Assumed
     Monthly Payments; or

         (b) the Master Servicer shall have determined, in accordance with the
     Servicing Standard, or the Controlling Class Representative shall have
     determined, in each case based on communications with the related
     Mortgagor, that a default in the making of a Monthly Payment on such
     Mortgage Loan, including a Balloon Payment, is likely to occur and is
     likely to remain unremedied (without regard to any grace period) for at
     least the applicable period contemplated by clause (a) of this definition;
     provided that, upon the occurrence of a potential default in the making of
     the balloon payment on a Mortgage Loan, such Mortgage Loan shall not be
     deemed to be a "Specially Serviced Mortgage Loan" pursuant to this
     paragraph (b) if, with respect to such event, the Master Servicer or the
     Special Servicer, as applicable, determines (subject to Section 6.11A,
     Section 6.11A and Section 6.11B) that the Master Servicer's granting (to
     the extent it is permitted under Section 3.20(c)) or the Special Servicer's
     granting (to the extent it is permitted under Section 3.20(d)), as
     applicable, of an extension of the maturity date of the subject Mortgage
     Loan is in accordance with the Servicing Standard (and, with respect to
     such determination by the Special Servicer, the Master Servicer has
     received notice of such determination), and at such time no other
     circumstance identified in clauses (a) through (g) of this definition
     exists that would cause such Mortgage Loan to be characterized as a
     Specially Serviced Mortgage Loan; or

                                      -78-
<PAGE>

         (c) there shall have occurred a default (other than as described in
     clause (a) above and other than an Acceptable Insurance Default) that (i)
     materially impairs the value of the related Mortgaged Property as security
     for such Mortgage Loan or otherwise materially adversely affects the
     interests of Certificateholders (or, in the case of any Non-Trust Mortgage
     Loan, the related Non-Trust Mortgage Loan Noteholder), and (ii) continues
     unremedied for the applicable grace period under the terms of such Mortgage
     Loan (or, if no grace period is specified and the default is capable of
     being cured, for 30 days); provided that any default that allows for an
     acceleration of the related Mortgage Loan without the application of any
     grace period under the related Mortgage Loan documents shall be deemed not
     to have a grace period; and provided, further that any determination by the
     Master Servicer that a Servicing Transfer Event has occurred under this
     clause (c) with respect to any Mortgage Loan solely by reason of the
     failure of the related Mortgagor to maintain or cause to be maintained
     insurance coverage against damages or losses arising from acts of terrorism
     shall be subject to Section 6.11, 6.11A or 6.11B, as applicable, and the
     last paragraph of Section 3.07(a); or

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

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

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

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

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

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

                                      -79-
<PAGE>

                  amendment granted or agreed to by the Master Servicer or the
                  Special Servicer pursuant to Section 3.20);

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

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

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

         The Special Servicer may conclusively rely on the Master Servicer's
determination as to whether a Servicing Transfer Event has occurred giving rise
to a Mortgage Loan's becoming a Specially Serviced Mortgage Loan. If either
Mortgage Loan that is part of a Loan Pair becomes a Specially Serviced Mortgage
Loan, then the other Mortgage Loan in that Loan Pair shall also become a
Specially Serviced Mortgage Loan.

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

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

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

         "Stated Principal Balance" shall mean: (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) 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 related Collection Period; and (b) with respect to
any 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 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), including

                                      -80-
<PAGE>

the principal portion of any P&I Advance, 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)
during the related Collection Period. Notwithstanding the foregoing, if a
Liquidation Event occurs in respect of any Mortgage Loan or REO Property, then
the "Stated Principal Balance" of such Mortgage Loan or of the related REO
Mortgage Loan, as the case may be, shall be zero commencing as of the
Distribution Date, in the case of a Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, or the Master Servicer Remittance
Date, in the case of a Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto, in the Collection Period next following the
Collection Period in which such Liquidation Event occurred.

         "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 X-MM2, Class MM-1, Class MM-2, Class
MM-3, Class R-I, Class R-II, Class R-III or Class R-LR Certificate.

         "Subordinate Net Available Distribution Amount" shall mean, with
respect to any Distribution Date, the excess, if any, of the Net 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).

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

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

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

         "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

                                      -81-
<PAGE>

a REMIC under the REMIC Provisions, and the federal income tax return to be
filed on behalf of the Grantor Trust due to its classification as a grantor
trust under the Grantor Trust Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the IRS under any applicable provisions of
federal tax law or any other governmental taxing authority under applicable
state and local tax law.

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

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

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

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

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

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

         "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 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 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 Mortgage Rate in effect as of the Cut-off Date;

         (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;

                                      -82-
<PAGE>

         (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 Loan;

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

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

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

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

         "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).

         "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of May 20, 2003, between the
UBS Mortgage Loan Seller and the Depositor.

         "UBS Mortgage Loan Seller" shall mean UBS Warburg 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.

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

         "Uncertificated Accrued Interest" shall mean the interest accrued from
time to time with respect to any Loan REMIC Regular Interest, any REMIC I
Regular Interest or REMIC II Regular Interest, the amount of which interest
shall equal: (a) in the case of any Loan REMIC Regular Interest for any Interest
Accrual Period, one-twelfth of the product of (i) the related Loan REMIC
Remittance

                                      -83-
<PAGE>

Rate, multiplied by (ii) the Uncertificated Principal Balance of such Loan REMIC
Regular Interest outstanding immediately prior to the related Distribution Date;
(b) for any REMIC I Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the REMIC I Remittance Rate applicable to such
REMIC I Regular Interest for such Interest Accrual Period, multiplied by (ii)
the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date; and (c) in the
case of any REMIC II Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the REMIC II Remittance Rate applicable to
such REMIC II Regular Interest for such Interest Accrual Period, multiplied by
(ii) the Uncertificated Principal Balance (in the case of each REMIC II Regular
Interest other than REMIC II Regular Interest X-MM1 and REMIC II Regular
Interest X-WC) or the Uncertificated Notional Amount (in the case of each of
REMIC II Regular Interest X-MM1 and REMIC II Regular Interest X-WC), as the case
may be, of such REMIC II Regular Interest outstanding immediately prior to the
related Distribution Date.

         "Uncertificated Distributable Interest" shall mean: (a) with respect to
any Loan REMIC Regular Interest for any Distribution Date, an amount of interest
equal to the amount of Uncertificated Accrued Interest in respect of such Loan
REMIC Regular Interest for the related Interest Accrual Period, reduced (to not
less than zero) by any portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date allocable to the related Early Defeasance
Mortgage Loan; (b) with respect to each of REMIC I Regular Interest MM-A and
REMIC I Regular Interest MM-B for any Distribution Date, an amount of interest
equal to the amount of Uncertificated Accrued Interest in respect of such REMIC
I Regular Interest for the related Interest Accrual Period, reduced (to not less
than zero) by the product of (i) any portion of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date attributable to the Monroeville
Mall Trust Mortgage Loan, multiplied by (ii) a fraction, the numerator of which
is the amount of Uncertificated Accrued Interest in respect of such REMIC I
Regular Interest for the related Interest Accrual Period, and the denominator of
which is the aggregate amount of Uncertificated Accrued Interest in respect of
both REMIC I Regular Interest MM-A and REMIC I Regular Interest MM-B for the
related Interest Accrual Period; (c) with respect to each other REMIC I Regular
Interest for any Distribution Date, an amount of interest equal to the amount of
Uncertificated Accrued Interest in respect of such REMIC I Regular Interest for
the related Interest Accrual Period, reduced (to not less than zero) by the
product of (i) any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date (exclusive of any portion thereof attributable to the
Monroeville Mall Trust Mortgage Loan), multiplied by (ii) a fraction, the
numerator of which is the amount of Uncertificated Accrued Interest in respect
of such REMIC I Regular Interest for the related Interest Accrual Period, and
the denominator of which is the aggregate amount of Uncertificated Accrued
Interest in respect of all the REMIC I Regular Interests (exclusive of REMIC I
Regular Interest MM-A and REMIC I Regular Interest MM-B) for the related
Interest Accrual Period; and (d) with respect to any REMIC II Regular Interest
for any Distribution Date, the amount of Uncertificated Accrued Interest in
respect of such REMIC II Regular Interest for the related Interest Accrual
Period, reduced (to not less than zero) by that portion, if any, of the Net
Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to
such REMIC II Regular Interest as provided below. The portion, if any, of the
Net Aggregate Prepayment Interest Shortfall for any Distribution Date that is
allocated to any Class of Principal Balance Certificates, the Class X-MM1
Certificates, the Class X-WC Certificates or any REMIC III Component of the
Class X-CP, Class X-CL or Class X-MM2 Certificates in accordance with the
definitions of "Distributable Certificate Interest" and "Distributable Component
Interest", respectively, shall be deemed to have first been allocated to the
Corresponding REMIC II Regular Interest for such Class or REMIC III Component,
as the case may be.

                                      -84-
<PAGE>

         "Uncertificated Notional Amount" shall mean, with respect to each of
REMIC II Regular Interest X-MM1 and REMIC II Regular Interest WC, the notional
amount on which such REMIC II Regular Interest accrues interest from time to
time, which shall equal (i) the case of REMIC II Regular Interest X-MM1, the
Uncertificated Principal Balance of REMIC I Regular Interest MM-A from time to
time and (ii) in the case of REMIC II Regular Interest WC, the aggregate
Uncertificated Principal Balance of the two REMIC I Regular Interests that
relate to the Westfield Shoppingtown Trust Mortgage Loan.

         "Uncertificated Principal Balance" shall mean the principal balance
outstanding from time to time of any Loan REMIC Regular Interest, REMIC I
Regular Interest or REMIC II Regular Interest. As of the Closing Date, the
Uncertificated Principal Balance of each Loan REMIC Regular Interest, REMIC I
Regular Interest and REMIC II Regular Interest shall equal the amount specified
or described as such in the Preliminary Statement hereto. On each Distribution
Date, the Uncertificated Principal Balance of each Loan REMIC Regular Interest,
REMIC I Regular Interest and 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, 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.

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

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

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

         "Voting Rights" shall mean the portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 99% of the Voting Rights shall be allocated among the
Holders of the various Classes of the Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
1% of the Voting Rights shall be allocated to the Holders of the Class X-CL,
Class X-CP, Class X-MM1, Class X-MM2 and Class X-WC Certificates in proportion
to the respective Class Notional Amounts of their Certificates. Voting Rights
allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in standard proportion to the Percentage Interests evidenced
by their respective Certificates. No Voting Rights shall be allocated to the
Class R-I, Class R-II, Class R-III, Class V-1 and/or Class V-2 Certificates.

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

                                      -85-
<PAGE>

         "Washington Harbour Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule by mortgage loan
number 3, and is secured by a Mortgage on the Washington Harbour Mortgaged
Property.

         "Washington Harbour Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as Washington Harbour.

         "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 ten decimal places, of the respective
REMIC I Remittance Rates in effect for all the REMIC I Regular Interests (other
than REMIC I Regular Interest MM-B) 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; provided that, for purposes of the foregoing, (x) the REMIC I Remittance
Rate that relates to REMIC I Regular Interest MM-A shall be reduced by the REMIC
II Remittance Rate for REMIC II Regular Interest X-MM1 and (ii) the REMIC I
Remittance Rate that relates to each REMIC I Regular Interest issued in respect
of the Westfield Shoppingtown Trust Mortgage Loan shall be reduced by the REMIC
II Remittance Rate for REMIC II Regular Interest X-WC.

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

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

         "Westfield Shoppingtown Fiscal Agent" shall mean ABN AMRO Bank N.V., in
its capacity as fiscal agent under that certain Trust Agreement between SASCO II
as depositor, LaSalle as trustee and ABN AMRO Bank N.V. as fiscal agent,
executed in connection with the issuance of the Westfield Shoppingtown Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C3A.

         "Westfield Shoppingtown Loan Pair" shall have the meaning assigned
thereto in the Preliminary Statement (and shall include any successor REO
Mortgage Loans).

         "Westfield Shoppingtown Loan Pair Remittance Amount" shall mean, with
respect to any Master Servicer Remittance Date, an amount equal to: (a) the
aggregate amount of (i) all payments and other collections on or with respect to
the Westfield Shoppingtown Loan Pair and the Westfield Shoppingtown Mortgaged
Property (if it becomes an REO Property) that (A) were received as of the close
of business on the immediately preceding Determination Date and (B) are on
deposit or are required to be on deposit in the Westfield Shoppingtown Custodial
Account as of 12:00 noon (New York City time) on such Master Servicer Remittance
Date, including any such payments and other collections transferred to the
Westfield Shoppingtown Custodial Account from the Westfield Shoppingtown REO
Account (if established), and (ii) any P&I Advance made with respect to the
Westfield Shoppingtown Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto that is available for remittance to the Westfield
Shoppingtown Non-Trust Mortgage Loan

                                      -86-
<PAGE>

Noteholder on such Master Servicer Remittance Date; net of (b) the portion of
the aggregate amount described in clause (a) of this definition that represents
one or more of the following--(i) Monthly Payments that are due on a Due Date
following the end of the related Collection Period, (ii) any amount payable or
reimbursable to any Person from the Westfield Shoppingtown Custodial Account
pursuant to clauses (ii) through (xiv) of Section 3.05A, and (iii) any amounts
deposited in the Westfield Shoppingtown Custodial Account in error.

         "Westfield Shoppingtown Mortgaged Property" shall mean the retail
property identified on the Trust Mortgage Loan Schedule as Westfield
Shoppingtown West County.

         "Westfield Shoppingtown Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage Loan is
identified on the Trust Mortgage Loan Schedule by mortgage loan number 1, and
is, together with the Westfield Shoppingtown Non-Trust Mortgage Loan, secured by
a Mortgage on the Westfield Shoppingtown Mortgaged Property.

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

         "Westfield Shoppingtown Non-Trust Mortgage Loan Noteholder" shall mean
the holder of the Mortgage Note for the Westfield Shoppingtown Non-Trust
Mortgage Loan.

         "Westfield Shoppingtown Non-Trust Mortgage Loan Securities" shall mean,
for so long as the Westfield Shoppingtown Trust Mortgage Loan or a Westfield
Shoppingtown REO Trust Mortgage Loan is part of the Mortgage Pool, any class of
securities backed by the Westfield Shoppingtown Non-Trust Mortgage Loan.

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

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

         "Westfield Shoppingtown REO Mortgage Loan" shall mean any REO Mortgage
Loan relating to the Westfield Shoppingtown Trust Mortgage Loan.

         "Westfield Shoppingtown REO Property" shall mean the Westfield
Shoppingtown Mortgaged Property, if such Mortgaged Property becomes an REO
Property hereunder.

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

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

                                      -87-
<PAGE>

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

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

         "YM Principal Balance Certificates" shall mean, collectively, the Class
A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class
F, Class G, Class 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;

                                      -88-
<PAGE>

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

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

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

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




                                      -89-
<PAGE>


                                   ARTICLE II

          CONVEYANCE OF 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 2003-C3". LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders. The Depositor, concurrently with the execution and
delivery hereof, does hereby assign, sell, transfer, set over and otherwise
convey to the Trustee in trust, without recourse, for the benefit of the
Certificateholders, all the right, title and interest of the Depositor in, to
and under (i) the Trust Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan
Purchase Agreement, and (iii) all other assets included or to be included in the
Trust Fund. Such assignment includes all interest and principal received or
receivable on or with respect to the 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
Pair, is subject to the provisions of 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 UBS Trust Mortgage Loan,
direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian
appointed thereby, and shall, in the case of each Lehman Trust Mortgage Loan,
itself deliver to and deposit with the Trustee or a Custodian appointed thereby,
on or before the Closing Date, the Mortgage File for such Trust Mortgage Loan,
with copies of the related Mortgage Note, Mortgage(s) and reserve and cash
management agreements for such Trust Mortgage Loan to be delivered to the Master
Servicer and the Special Servicer. None of the Trustee, any Custodian, the
Master Servicer or the Special Servicer shall be liable for any failure by a
Mortgage Loan Seller or the Depositor to comply with the document delivery
requirements of the respective Mortgage Loan Purchase Agreements and this
Section 2.01(b).

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

                                      -90-
<PAGE>

property records or UCC Financing Statements, as appropriate, each related
assignment of Mortgage and assignment of Assignment of Leases in favor of the
Trustee referred to in clause (iv) of the definition of "Mortgage File" and each
related assignment of UCC Financing Statement in favor of the Trustee referred
to in clause (viii) of the definition of "Mortgage File".

         Notwithstanding the foregoing, the Depositor may, in the case of a
Lehman 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,
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, 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, assignment of
Assignment of Leases and each assignment of UCC Financing Statement in favor of
the Trustee following its return by the applicable public recording or filing
office, as the case may be; provided that, in those instances where the public
recording office retains the original assignment of Mortgage or assignment of
Assignment of Leases, a certified copy of the recorded original shall be
forwarded to the Trustee. Each assignment referred to in the prior two
paragraphs that is recorded by the Trustee shall reflect that it should be
returned by the public recording office to the Trustee or its agent or to the
Recording/Filing Agent of the related Mortgage Loan Seller, following recording,
and each assignment of UCC Financing Statement referred to in the prior two
paragraphs that is filed by the Trustee shall reflect that the file copy thereof
should be returned to the Trustee or its agent following filing; provided that,
in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall
obtain therefrom a certified copy of the recorded original. On a monthly basis,
at the expense of the Depositor (in the case of a Lehman 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 each of the
aforementioned assignments following the Trustee's receipt thereof.

         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 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.

                                      -91-
<PAGE>

         (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each UBS Trust Mortgage Loan,
direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement) to deliver to and deposit with the Master Servicer, and
shall, in the case of each Lehman Trust Mortgage Loan, itself deliver to and
deposit with the Master Servicer, on or before the Closing Date, such other
relevant documents and records that: (A) relate to the administration or
servicing of such Trust Mortgage Loan, (B) are reasonably necessary for the
ongoing administration and/or servicing of such Trust Mortgage Loan by the
Master Servicer in connection with its duties under this Agreement, and (C) are
in the possession or under the control of the UBS Mortgage Loan Seller or the
Depositor, as applicable, together with (i) all unapplied Escrow Payments and
Reserve Funds in the possession of the UBS Mortgage Loan Seller or the
Depositor, as the case may be, that relate to such Trust Mortgage Loan and (ii)
a statement indicating which Escrow Payments and Reserve Funds are allocable to
such 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, credit committee briefs or memoranda or other internal approval
documents or data or internal worksheets, memoranda, communications or
evaluations. The Master Servicer shall hold all such documents, records and
funds on behalf of the Trustee in trust for the benefit of the
Certificateholders (and, insofar as they also relate to any Non-Trust Mortgage
Loan, on behalf of and for the benefit of the related Non-Trust Mortgage Loan
Noteholder).

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

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

         SECTION 2.02. Acceptance of Trust Fund by Trustee.

         (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the 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 the Polaris Fashion Place Trust
Mortgage Loan, the Pembroke Lakes Mall Trust Mortgage Loan or the Westfield
Shoppingtown Trust Mortgage Loan relates to the corresponding Non-Trust Mortgage
Loan, the Trustee shall also hold such Mortgage File in trust for the use and
benefit of the related Non-Trust Mortgage Loan Noteholder. In connection with
the foregoing, the Trustee hereby certifies to each of the other parties hereto,
each

                                      -92-
<PAGE>

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 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, subject to Sections 2.01, 2.02(c) and 2.02(d), certify in
writing (substantially in the form of Exhibit C hereto) to each of the other
parties hereto, each Mortgage Loan Seller and each Underwriter (and, in the case
of each Non-Trust Mortgage Loan, to the related 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 (i) through (v), (vii),
(viii) and (ix) of the definition of "Mortgage File" (without regard to the
second parenthetical in such clause (viii)), are in its possession or the
possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) has been completed (based solely on receipt by
the Trustee of the particular recorded/filed documents); (iii) all documents
received by it or any Custodian with respect to such Mortgage Loan have been
reviewed by it or by such Custodian on its behalf and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
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 deliver a comparable certification to any party hereto, any Non-Trust
Mortgage Loan Noteholder and any Underwriter upon request.

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

         (d) It is understood that the scope of the Trustee's review of the
Mortgage Files is limited solely to confirming that the documents specified in
clauses (i) through (v), (vii) and (viii) of the

                                      -93-
<PAGE>

definition of "Mortgage File" have been received and such additional information
as will be necessary for delivering the certifications required by Sections
2.02(a) and (b) above.

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

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

         (a) If any party hereto discovers that any document constituting a part
of a Mortgage File has not been properly executed, is missing, contains
information that does not conform in any material respect with the corresponding
information set forth in the Trust Mortgage Loan Schedule, or does not appear to
be regular on its face (each, a "Document Defect"), or discovers or receives
notice of a breach of any representation or warranty of the UBS Mortgage Loan
Seller made pursuant to Section 3(b) of the UBS/Depositor Mortgage Loan Purchase
Agreement with respect to any UBS Trust Mortgage Loan (a "Breach"), or discovers
or receives notice of a breach of any representation or warranty of the
Depositor set forth in Section 2.04(b) with respect to any Lehman Trust Mortgage
Loan (also, a "Breach"), such party shall give prompt written notice thereof to
each Rating Agency, the related Mortgage Loan Seller, the other parties hereto
and the Controlling Class Representative. If any such Document Defect or Breach
with respect to any Trust Mortgage Loan materially and adversely affects the
interests of any Class of the Certificateholders, then such Document Defect
shall constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach", as the case may be. Notwithstanding anything herein to the
contrary, the failure by the Depositor (in the case of a Lehman Trust Mortgage
Loan) and/or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan) to deliver any item set forth under clause (viii) of the definition of
"Mortgage File", with respect to a Trust Mortgage Loan secured by any property
other than a hospitality property, can never constitute a Material Document
Defect for any purpose under this Agreement or under the UBS/Depositor Mortgage
Loan Purchase Agreement.

         Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a UBS 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, 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 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, not later than 90 days from the
Depositor's receipt of such Seller/Depositor Notification regarding such
Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Lehman Trust
Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions, not later than 90 days following any party discovering such Material
Document Defect or Material Breach) (any such 90-day period (with respect to a
Lehman Trust Mortgage Loan), and any "Initial Resolution Period", as defined in
the

                                      -94-
<PAGE>

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"), cure the same in all material respects (which cure shall
include payment of losses and any Additional Trust Fund Expenses associated
therewith) or, if such Material Document Defect or Material Breach, as the case
may be, cannot be cured within the Initial Resolution Period, repurchase the
affected Lehman Trust Mortgage Loan or any related REO Property at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account (or, in the case of an REO Property that relates to a
Loan Pair, to the related Loan Pair REO Account); provided, however, that if (i)
such Material Document Defect or Material Breach is capable of being cured but
not within the Initial Resolution Period, (ii) such Material Document Defect or
Material Breach is not related to any Lehman Trust Mortgage Loan's not being a
"qualified mortgage" within the meaning of the REMIC Provisions and (iii) the
Depositor has commenced and is diligently proceeding with the cure of such
Material Document Defect or Material Breach within the Initial Resolution
Period, then the Depositor shall have an additional period equal to the
applicable Resolution Extension Period to complete such cure or, in the event of
a failure to so cure, to complete such repurchase (it being understood and
agreed that, in connection with the Depositor's receiving such extension of time
equal to the applicable Resolution Extension Period, the Depositor shall deliver
an Officer's Certificate to the Trustee setting forth the reasons such Material
Document Defect or Material Breach is not capable of being cured within the
Initial Resolution Period and what actions the Depositor is pursuing in
connection with the cure thereof and stating that the Depositor anticipates that
such Material Document Defect or Material Breach will be cured within the
applicable Resolution Extension Period); and provided, further, that, if any
such Material Document Defect is still not cured after the Initial Resolution
Period and any such Resolution Extension Period solely due to the failure of the
Depositor to have received a recorded document, then the Depositor shall be
entitled to continue to defer its cure and repurchase obligations in respect of
such Document Defect so long as the Depositor certifies to the Trustee every six
months thereafter that the Document Defect is still in effect solely because of
its failure to have received the recorded document and that the Depositor is
diligently pursuing the cure of such defect (specifying the actions being
taken).

         If, during the period of deferral by the Depositor of its cure and
repurchase obligations as contemplated by the last proviso of the preceding
paragraph, or during any comparable deferral by the UBS Mortgage Loan Seller of
its cure and repurchase obligations as provided in Section 5(a) of the
UBS/Depositor Mortgage Loan Purchase Agreement, as applicable, the 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 promptly notify the Trustee thereof in writing and (ii) the Trustee
shall thereupon 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 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 notify the Trustee and
the Trustee shall promptly deliver a Seller/Depositor Notification to such
effect. In connection with the preceding sentence, the Depositor

                                      -95-
<PAGE>

will, and the UBS Mortgage Loan Seller will be obligated under the UBS/Depositor
Mortgage Loan Purchase Agreement to, pay all reasonable costs and expenses in
connection with the applicable servicer's effecting such cure.

         (b) In connection with the events in Section 2.03(a), and subject to
Section 3.25, the Trustee shall prepare and deliver, in each case promptly upon
becoming aware of such event, to the Master Servicer and the Special Servicer
and to the Depositor (with respect to a Lehman Trust Mortgage Loan) and the UBS
Mortgage Loan Seller (with respect to a UBS Trust Mortgage Loan), a
Seller/Depositor Notification identifying and describing the circumstances
identified in the definition of "Seller/Depositor Notification" (based upon, in
the case of an event described in clauses (iii), (iv) and/or (vi), as
applicable, of the definition of "Seller/Depositor Notification", information
provided with respect to such event 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 provide the Trustee, in
each case promptly upon becoming aware of such event, with the written
information identifying and describing the circumstances identified in clauses
(iii), (iv) and/or (vi), as applicable, of the definition of "Seller/Depositor
Notification," which information is to be included in the related
Seller/Depositor Notification required to be delivered by the Trustee to 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 copy
of each such Seller/Depositor Notification shall also be delivered to the
Controlling Class Representative, and, in the case of an event described in
clauses (v) and/or (vii) of the definition of "Seller/Depositor Notification",
to internal counsel to the Depositor and counsel the UBS Mortgage Loan Seller,
as applicable, to the extent the Trustee, Master Servicer or Special Servicer,
as applicable, knows the identity of such person.

         (c) If one or more (but not all) of the 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 the Controlling Class
Representative, if one is then acting, has consented (which consent shall not be
unreasonably withheld and shall be deemed to have been given if no written
objection is received by the Depositor or the UBS Mortgage Loan Seller, as the
case may be, within 10 Business Days of the Controlling Class Representative's
receipt of a written request for such consent) and the Trustee has received from
the Depositor or the UBS Mortgage Loan Seller, as the case may be, (i) an
Opinion of Counsel to the effect that such termination would not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event to occur with respect to the Grantor Trust and (ii) written
confirmation from each Rating Agency that such termination would not cause an
Adverse Rating Event to occur with respect to any Class of Certificates; and
provided, further, that the Depositor, in the case of Lehman 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

                                      -96-
<PAGE>

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 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) In the event the Depositor is obligated to repurchase any Lehman
Trust Mortgage Loan pursuant to this Section 2.03, and/or the UBS Mortgage Loan
Seller is obligated to repurchase any UBS Trust Mortgage Loan pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, such obligation shall extend to
any REO Trust Mortgage Loan as to which (i) the subject Material Breach existed
as to the subject predecessor Trust Mortgage Loan prior to the date the related
Mortgaged Property became an REO Property or within 90 days thereafter, and (ii)
the party having the repurchase obligation had received, no later than 90 days
following the date on which the related Mortgaged Property became an REO
Property, a Seller/Depositor Notification from the Trustee regarding the
occurrence of the applicable Material Breach and directing such party to
repurchase the subject Trust Mortgage Loan.

         (e) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Depositor set forth
in, or made pursuant to, Section 2.04(b)(xxvi) or Section 2.04(b)(xlvii), or on
the part of the UBS Mortgage Loan Seller set forth in, or made pursuant to,
paragraph (xxvi) or paragraph (xlvii) of Exhibit B to the UBS/Depositor Mortgage
Loan Purchase Agreement, in each case specifically relating to whether or not
the loan documents or any particular 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)).

         (f) In connection with any 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
repurchasing entity, upon delivery to each of them of a receipt executed by the
repurchasing entity, all portions of the Mortgage File and other documents
pertaining to such Trust Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage

                                      -97-
<PAGE>

File shall be endorsed or assigned to the extent necessary or appropriate to the
repurchasing entity or its designee in the same manner, but only if the
respective documents have been previously assigned or endorsed to the Trustee,
and pursuant to appropriate forms of assignment, substantially similar to the
manner and forms pursuant to which such documents were previously assigned to
the Trustee; provided that such tender by the Trustee shall be conditioned upon
its receipt from the Master Servicer of a Request for Release and an Officer's
Certificate to the effect that the requirements for repurchase have been
satisfied. The Master Servicer shall, and is hereby authorized and empowered by
the Trustee to execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(f), and such other instruments as
may be necessary or appropriate to transfer title to an REO Property in
connection with the repurchase of an REO 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.

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

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

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

                                      -98-
<PAGE>

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

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

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

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

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

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

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

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

               (vi) The transfer of the 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.

                                      -99-
<PAGE>

               (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(b).

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

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

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

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

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

         (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, as of the Closing Date or such other date specified
in the particular representation and warranty, that (the headings set forth in
this Section 2.04(b) with respect to each representation and warranty being for
convenience of reference only and in no way limiting, expanding or otherwise
affecting the scope or subject matter thereof):

               (i) Trust Mortgage Loan Schedule. The information pertaining to
     such Trust 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 2003.

                                     -100-
<PAGE>

               (ii) Legal Compliance. As of the date of its origination, such
     Mortgage Loan complied in all material respects with, or was exempt from,
     all requirements of federal, state or local law relating to the origination
     of such Mortgage Loan.

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

               (iv) No Holdback. The proceeds of such Mortgage Loan have been
     fully disbursed (except in those cases where the full amount of 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 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. Except as set forth on Schedule III-(v), a natural person as
     individual guarantor has agreed, in effect, to be jointly and severally
     liable with the related Mortgagor, for all liabilities, costs, losses,
     damages or expenses suffered or incurred by the mortgagee under such
     Mortgage Loan by reason of or in connection with and to the extent of (A)
     any intentional fraud or material intentional misrepresentation by the
     related Mortgagor, (B) any breach on the part of the related Mortgagor of
     any environmental representations warranties, covenants or indemnity
     contained in the related Mortgage Loan documents, (C) misapplication or
     misappropriation of rents (received after an event of default), insurance
     proceeds or condemnation awards, and (D) the filing of a voluntary
     bankruptcy or insolvency

                                     -101-
<PAGE>

     proceeding by the related Mortgagor; provided that, in the case of any
     breach described in clause (B) of this paragraph, such entity (or
     individual) may instead cover through environmental insurance liabilities,
     costs, losses, damages, expenses and claims resulting from a breach of the
     obligations and indemnities of the related Mortgagor under the related
     Mortgage Loan documents relating to hazardous or toxic substances, radon or
     compliance with environmental laws.

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

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

               (viii) First Lien. Except as set forth on Schedule III-(viii),
     each related Mortgage is a valid and, subject to the limitations and
     exceptions in paragraph (b)(v) above, enforceable first lien on the related
     Mortgaged Property including all improvements thereon and appurtenances and
     rights related thereto, which Mortgaged Property is free and clear of all
     encumbrances and liens having priority over or on a parity with the first
     lien of such Mortgage, except for the following (collectively, the
     "Permitted Encumbrances"): (A) the lien for real estate taxes, water
     charges, sewer rents and assessments not yet due and payable; (B)
     covenants, conditions and restrictions, rights of way, easements and other
     matters that are of public record or that are omitted as exceptions in the
     related lender's title insurance policy (or, if not yet issued, omitted as
     exceptions in a fully binding pro forma title policy or title policy
     commitment); (C) the rights of tenants (as tenants only) under leases
     (including subleases) pertaining to the related Mortgaged Property; (D)
     condominium declarations of record and identified in the related lender's
     title insurance policy (or, if not yet issued, identified in a pro forma
     title policy or title policy commitment); and (E) if such Mortgage Loan
     constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage
     for another Mortgage Loan contained in the same Cross-Collateralized Group;
     provided that, in the case of a Loan Pair, such Mortgage also secures the
     related Non-Trust Mortgage Loan. With respect to such 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

                                     -102-
<PAGE>

     is operated as a healthcare facility (including any assisted living
     facility or nursing facility) or a hospitality property, the related
     Mortgage, together with any security agreement, chattel mortgage or similar
     agreement and UCC financing statement, if any, establishes and creates a
     first priority, perfected security interest (subject only to any prior
     purchase money security interest, revolving credit lines and any personal
     property leases), to the extent such security interest can be perfected by
     the recordation of a Mortgage or the filing of a UCC financing statement,
     in all material personal property owned by the Mortgagor that is used in,
     and is reasonably necessary to, the operation of the related Mortgaged
     Property as presently operated by the Mortgagor, and that is located on the
     Mortgaged Property, which personal property includes, in the case of
     Mortgaged Properties operated by the related Mortgagor as a healthcare
     facility (including any assisted living facility or nursing facility) or
     hospitality property, all furniture, fixtures, equipment and other personal
     property located at the subject Mortgaged Property that are owned by the
     Mortgagor and reasonably necessary or material to the operation of the
     subject Mortgaged Property. If such Mortgage Loan is secured by a hotel,
     the related loan documents contain such provisions as are necessary and UCC
     financing statements have been filed as necessary, in each case, to perfect
     a valid first priority security interest, to the extent such security
     interest can be perfected by the inclusion of such provisions and the
     filing of a UCC financing statement, in the Mortgagor's right to receive
     related hotel room revenues with respect to such Mortgaged Property.

               (ix) Taxes and Assessments. All taxes, governmental assessments,
     water charges, sewer rents or similar governmental charges (which, in all
     such cases, were directly related to the Mortgaged Property and could
     constitute liens on the Mortgaged Property prior to the lien of the
     Mortgage) and all ground rents, that, in all such cases, prior to the
     related Due Date in May 2003 became due and payable in respect of, and
     materially affect, any related Mortgaged Property have been paid or are not
     yet delinquent, and the Depositor knows of no unpaid tax, assessment,
     ground rent, water charges or sewer rent, which, in all such cases, were
     directly related to the Mortgaged Property and could constitute liens on
     the Mortgaged Property prior to the lien of the Mortgage that prior to the
     Closing Date became due and delinquent in respect of any related Mortgaged
     Property, or in any such case an escrow of funds in an amount sufficient to
     cover such payments has been established.

               (x) No Material Damage. As of the date of origination of 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, the
     related Mortgage Loan documents provide that any condemnation awards will
     be applied (or, at the discretion of the mortgagee, will be applied) to
     either to the repair or restoration of all or part of the related Mortgaged
     Property or the reduction of the outstanding principal balance of such
     Mortgage Loan.

               (xi) Title Insurance. Except as set forth on Schedule III-(xi),
     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

                                     -103-
<PAGE>

     a valid first lien on such Mortgaged Property in the original principal
     amount of such Mortgage Loan after all advances of principal, subject only
     to Permitted Encumbrances, (or, if such policy has not yet been issued,
     such insurance may be evidenced by a binding commitment or binding pro
     forma marked as binding and signed (either thereon or on a related escrow
     letter attached thereto) by the title insurer or its authorized agent) from
     a title insurer qualified and/or licensed in the applicable jurisdiction,
     as required, to issue such policy; such title insurance policy is in full
     force and effect, all premiums have been paid, is freely assignable and
     will inure to the benefit of the Trustee as sole insured as mortgagee of
     record, or any such commitment or binding pro forma is a legal, valid and
     binding obligation of such insurer; no claims have been made by the
     Depositor or any prior holder of such Mortgage Loan under such title
     insurance policy; 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; except as set forth on Schedule III-(xi), such
     policy or commitment or binding pro forma contains no exclusion for (or
     alternatively it insures over such exclusion, unless such coverage is
     unavailable in the relevant jurisdiction) (A) access to a public road, (B)
     that there is no material encroachment by any improvements on the Mortgaged
     Property either to or from any adjoining property or across any easements
     on the Mortgaged Property, and (C) that the land shown on the survey
     materially conforms to the legal description of the Mortgaged Property.

               (xii) Property Insurance. As of the date of its origination and,
     to the Depositor's actual knowledge, as of the Cut-off Date, all insurance
     required under each related Mortgage (except as set forth on Schedule
     III-(xii) and except where a tenant, having an investment grade rating, is
     permitted to insure or self-insure under a lease) was in full force and
     effect with respect to each related Mortgaged Property; such insurance
     included (A) fire and extended perils insurance included within the
     classification "All Risk of Physical Loss" or the equivalent thereof in an
     amount (subject to a customary deductible) at least equal to the lesser of
     (i) 100% of the full insurable replacement cost of the improvements located
     on such Mortgaged Property without reduction for depreciation (except to
     the extent not permitted by applicable law) and (ii) the initial principal
     balance of such Mortgage Loan or the portion thereof allocable to such
     Mortgaged Property), and if applicable, the related hazard insurance
     policies contain appropriate endorsements to avoid application of
     co-insurance, (B) business interruption or rental loss insurance for a
     period of not less than 12 months, (C) comprehensive general liability
     insurance in an amount not less than $1 million per occurrence, (D)
     workers' compensation insurance (if the related Mortgagor has employees and
     if required by applicable law), (E) if (1) such Mortgage Loan is secured by
     a Mortgaged Property located in the State of California or in "seismic
     zone" 3 or 4 and (2) a seismic assessment as described below revealed a
     maximum probable or bounded loss in excess of 20% of the amount of the
     estimated replacement cost of the improvements on such Mortgaged Property,
     seismic insurance; it is an event of default under such Mortgage Loan if
     the above-described insurance coverage is not maintained by the related
     Mortgagor (except where a tenant, having an investment grade rating, is
     permitted to insure or self-insure under a lease) and the related loan
     documents provide that any reasonable out-of-pocket costs and expenses
     incurred by the mortgagee in connection with such default in obtaining such
     insurance coverage may be recovered from the related Mortgagor; the related
     Evidence of Property Insurance and certificate of liability insurance
     (which may be in the form of an Acord 27 or an Acord 25, respectively), or
     forms substantially similar thereto, provide that the related insurance
     policy may not be terminated or reduced without at least 10 days prior

                                     -104-
<PAGE>

     notice to the mortgagee and (other than those limited to liability
     protection) name the mortgagee and its successors as loss payee; no notice
     of termination or cancellation with respect to any such insurance policy
     has been received by the Depositor or the applicable Lehman Mortgage Loan
     Seller or, to the actual knowledge of Depositor, by any prior mortgagee
     under the subject Lehman Trust Mortgage Loan; all premiums under any such
     insurance policy have been paid through the Cut-off Date; except as set
     forth on Schedule III-(xii), the insurance policies specified in clauses
     (A), (B) and (C) above are required to be maintained with insurance
     companies having "financial strength" or "claims paying ability" ratings of
     at least "A:V" from A.M. Best Company or at least "A-" (or equivalent) from
     a nationally recognized statistical rating agency (or, with respect to
     certain blanket insurance policies, such other ratings as are in compliance
     with S&P's applicable criteria for rating the Certificates); and, except
     for certain amounts not greater than amounts which would be considered
     prudent by an institutional commercial mortgage lender with respect to a
     similar mortgage loan and which are set forth in the related Mortgage or
     other loan documents relating 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. If the related Mortgaged Property is located in
     the State of California or in "seismic zone" 3 or 4, then: (A) either a
     seismic assessment was conducted with respect to the related Mortgaged
     Property in connection with the origination of such Mortgage Loan or
     earthquake insurance was obtained; and (B) the probable maximum loss for
     the related Mortgaged Property as reflected in such seismic assessment, if
     any, was determined based upon a return period of not less than 475 years,
     an exposure period of 50 years and a 10% probability of incidence. Schedule
     III-(xii) attached hereto is true and correct in all material respects.

               (xiii) No Material Defaults. Other than payments due but not yet
     30 days or more delinquent, there is (A) no material default, breach,
     violation or event of acceleration existing under the related Mortgage
     Note, the related Mortgage or other loan documents relating to such
     Mortgage Loan, and (B), to the knowledge of the Depositor, no event which,
     with the passage of time or with notice and the expiration of any grace or
     cure period, would constitute a material default, breach, violation or
     event of acceleration under any of such documents; provided, however, that
     this representation and warranty does not cover any default, breach,
     violation or event of acceleration (A) that specifically pertains to or
     arises out of the subject matter otherwise covered by any other
     representation and warranty made by the Seller in this Section 2.04(b) or
     (B) with respect to which: (1) neither the Depositor nor the applicable
     Lehman Mortgage Loan Seller has any actual knowledge and (2) written notice
     of the discovery thereof is not delivered to the Depositor by the Trustee
     or the Master Servicer on or prior to the date occurring twelve months
     after the Closing Date. Neither the Depositor nor any prior holder of the
     subject Lehman Trust Mortgage Loan has waived, in writing or with
     knowledge, any material default, breach, violation or event of acceleration
     under any of such documents. Under the terms of such Mortgage Loan, no
     person or party other than the mortgagee or its servicing agent may declare
     an event of default or accelerate the related indebtedness under such
     Mortgage Loan.

                                     -105-
<PAGE>

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

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

               (xvi) Subordinate Debt. Except as set forth on Schedule
     III-(xvi), each related Mortgage or other loan document relating to such
     Mortgage Loan does not provide for or permit, 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 or, if such Mortgage Loan is part of a Loan Pair, the related
     Non-Trust Mortgage Loan).

               (xvii) Qualified Mortgage. Such Mortgage Loan is a "qualified
     mortgage" within the meaning of Section 860G(a)(3) of the Code.
     Accordingly, either as of the date of origination or the Closing Date, the
     fair market value of the real property securing such Mortgage Loan was not
     less than 80% of the "adjusted issue price" (within the meaning of the
     REMIC Provisions) of such Mortgage Loan. For purposes of the preceding
     sentence, the fair market value of the real property securing such Mortgage
     Loan was first reduced by the amount of any lien on such real property that
     is senior to the lien that secures such Mortgage Loan, and was further
     reduced by a proportionate amount of any lien that is on a parity with the
     lien that secures such Mortgage Loan. No action that occurs by operation of
     the terms of such Mortgage Loan would cause such Mortgage Loan to cease to
     be a "qualified mortgage" and such Mortgage Loan does not permit the
     release or substitution of collateral if such release or substitution (A)
     would constitute a "significant modification" of such Mortgage Loan within
     the meaning of Treasury 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 updates thereof) in each instance meeting American Society
     of Testing and Materials requirements were performed by an environmental
     consulting firm independent of the Depositor and the Depositor's Affiliates
     with respect to each related Mortgaged Property during the 12-month period
     preceding the Cut-off Date, and the Depositor, having made no independent

                                     -106-
<PAGE>

     inquiry other than to review the report(s) prepared in connection with the
     assessment(s) and/or update(s) referenced herein, has no knowledge of, and
     has not received actual notice of, any material and adverse environmental
     condition or circumstance affecting such Mortgaged Property that was not
     disclosed in such report(s); except as set forth on Schedule III-(xix),
     none of the environmental reports reveal any circumstances or conditions
     that are in violation of any applicable environmental laws, or if such
     report does reveal such circumstances, then (1) the same have been
     remediated in all material respects, (2) sufficient funds have been
     escrowed or a letter of credit, guaranty or other instrument has been
     delivered for purposes of covering the estimated costs of such remediation,
     (3) the responsible party set forth on Schedule III-(xix) (which
     responsible party has been reasonably determined by the applicable Lehman
     Mortgage Loan Seller to have the creditworthiness to do so) is currently
     taking remedial or other appropriate action to address the environmental
     issue consistent with the recommendations in such site assessment, (4) the
     cost of the environmental issue relative to the value of such Mortgaged
     Property was de minimis, or (5) environmental insurance has been obtained.

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

               The Depositor has not taken any action with respect to such
     Mortgage Loan or the related Mortgaged Property that could subject the
     Depositor or its successors and assigns in respect of 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

                                     -107-
<PAGE>

     Properties of the principal benefits of the security intended to be
     provided thereby, including realization by judicial or, if applicable,
     non-judicial foreclosure.

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

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

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

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

               (xxv) Due-on-Encumbrance. Each 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 would not occur, any related Mortgaged Property, any direct
     interest therein or any direct controlling interest in the Mortgagor is
     directly encumbered in connection with subordinate financing; and, except
     in the case of a Lehman Trust Mortgage Loan that is part of a Loan Pair or
     except as set forth on Schedule III-(xxv), no such consent has been granted
     by the applicable Lehman Mortgage Loan Seller. To the Depositor's
     knowledge, except in the case of a Lehman Trust Mortgage Loan that is part
     of a Loan Pair, no related Mortgaged Property is encumbered in connection
     with subordinate financing; however, if the related Mortgaged Property is
     listed on Schedule III-(xxv), then certain direct controlling equity
     holders in the related Mortgagor are known to the Depositor to have
     incurred, debt secured by their ownership interest in the related
     Mortgagor.

               (xxvi) Due-on-Sale. Except with respect to transfers of certain
     non-controlling and/or minority interests in the related Mortgagor as
     specified in the related Mortgage or with respect to transfers of interests
     in the related Mortgagor between immediate family members and with respect
     to transfers by devise, by descent or by operation of law or otherwise upon
     the death or incapacity of a person having an interest in the related
     Mortgagor, and except as set forth on Schedule III-(xxvi), 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

                                     -108-
<PAGE>

     Mortgaged Property or interest therein is directly or indirectly
     transferred or sold without the related Mortgagor, except as set forth on
     Schedule III-(xxvi), having satisfied certain conditions specified in the
     related Mortgage with respect to permitted transfers (which conditions are
     consistent with the practices of prudent commercial mortgage lenders). The
     Mortgage (under either specific or general expense provisions) requires the
     Mortgagor to pay all reasonable fees and expenses associated with securing
     the consent or approval of the holder of the Mortgage for all actions
     involving the transfer of interests in such Mortgagor or the related
     Mortgaged Property requiring such consent or approval under the Mortgage
     including the cost of any required counsel opinions relating to REMIC or
     other securitization and tax issues.

               (xxvii) Mortgagor Concentration. Except as set forth on Schedule
     III-(xxvii), such Mortgage Loan, together with any other 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.

               (xxviii) Waivers; Modifications. Except as set forth in a written
     instrument included in the related Mortgage File, the (a) material terms of
     the related Mortgage Note, the related Mortgage(s) and any related loan
     agreement and/or lock-box agreement have not been waived, modified,
     altered, satisfied, impaired, canceled, subordinated or rescinded by the
     mortgagee in any manner, and (b) no portion of a related Mortgaged Property
     has been released from the lien of the related Mortgage, in the case of (a)
     and/or (b), to an extent or in a manner that in any such event materially
     interferes with the security intended to be provided by such document or
     instrument. Schedule III-(xxviii) identifies each Lehman Trust Mortgage
     Loan as to which, since the latest date the related due diligence materials
     were delivered to GMAC Institutional Advisors, there has been given, made
     or consented to an alteration, modification or assumption of the terms of
     the related Mortgage Note, Mortgage(s) or any related loan agreement and/or
     lock-box agreement and/or as to which, since such date, there has been a
     waiver other than as related to routine operational matters or minor
     covenants.

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

               (xxx) Property Release. Except as set forth on Schedule
     III-(xxx), the terms of the related Mortgage Note, Mortgage(s) or other
     loan document securing such Mortgage Loan do not provide for the release
     from the lien of such Mortgage of any portion of the related Mortgaged
     Property that is necessary to the operation of such Mortgaged Property or
     was given material value in the underwriting of such Mortgage Loan at
     origination, without (A) payment in full of such Mortgage Loan, (B)
     delivery of Defeasance Collateral in the form of "government securities"
     within the meaning of Section 2(a)(16) of the Investment Company Act of
     1940, as amended (the "Investment Company Act"), (C) payment of a release
     price equal to at least 125% of the amount of such Mortgage Loan allocated
     to the related Mortgaged Property or (D) the satisfaction of certain
     underwriting and legal requirements which would be considered reasonable by
     a prudent institutional commercial mortgage lender.

               (xxxi) Qualifications; Licensing; Zoning. The related Mortgagor
     has covenanted in the 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

                                     -109-
<PAGE>

     applicable laws, zoning ordinances, rules, covenants and restrictions
     affecting the construction, occupancy, use and operation of such Mortgaged
     Property, and the related originator performed the type of due diligence in
     connection with the origination of such Mortgage Loan customarily performed
     by prudent institutional commercial and multifamily mortgage lenders with
     respect to the foregoing matters; except as set forth on Schedule
     III-(xxxi), the Depositor has received no notice of any material violation
     of, to the extent is has not been grandfathered under, any applicable laws,
     zoning ordinances, rules, covenants or restrictions affecting the
     construction, occupancy, use or operation of the related Mortgaged Property
     (unless affirmatively covered by the title insurance referred to in
     paragraph (b)(xi) above (or an endorsement thereto)); except as set forth
     on Schedule III-(xxxi), 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. For purposes of this paragraph, a Mortgaged Property shall
     be deemed "grandfathered" with respect to any laws, zoning ordinances,
     rules, covenants or restrictions affecting the construction, occupancy, use
     or operation of the Mortgaged Property, if and to the extent that any of
     the construction, occupancy, use and operation of such Mortgaged Property:
     (A) conformed in all material respects with such laws, zoning ordinances,
     rules, covenants and restrictions affecting the improvements on the
     Mortgaged Property at the time the improvements on the Mortgaged Property
     were initially constructed or put into operation; and/or (B) was not
     addressed or otherwise prohibited by any such laws, zoning ordinances,
     rules, covenants and restrictions affecting the Mortgaged Property at the
     time the improvements on the Mortgaged Property were initially constructed
     or put into operation.

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

               (xxxiii) Single Purpose Entity. If such Mortgage Loan has a
     Cut-off Date Balance in excess of $25 million, except if such Mortgage Loan
     is a Mortgage Loan identified on Schedule III-(xxxiii), the related
     Mortgagor is obligated by its organizational documents and the related
     Mortgage Loan documents to be a Single Purpose Entity for so long as such
     Mortgage Loan is outstanding; and, except if such Mortgage Loan is a
     Mortgage Loan identified on Schedule III-(xxxiii), if such Mortgage Loan
     has a Cut-off Date Balance greater than $5 million and less than $25
     million, the related Mortgagor is obligated by its organizational documents

                                     -110-
<PAGE>

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

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

                                     -111-
<PAGE>

               (xxxviii) Cross-Collateralization. Unless such Mortgage Loan is
     part of a Loan Pair, (a) 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 (b) if such Mortgage Loan is
     cross-collateralized, it is cross-collateralized only with other Mortgage
     Loans in the Trust Fund. The security interest/lien on each material item
     of collateral for such Mortgage Loan has been assigned to the Trustee.

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

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

               (xlii) Licenses, Permits and Authorizations. The related
     Mortgagor has represented in the related Mortgage Loan documents that, and
     to the actual knowledge of the Depositor, as of the date of origination of
     such Mortgage Loan, all material licenses, permits and authorizations then
     required for use of the related Mortgaged Property by such Mortgagor, the
     related lessee, franchisor or operator have been issued and were valid and
     in full force and effect.

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

               (xliv) Fee Simple. Such Mortgage Loan is secured by a fee simple
     interest.

               (xlv) Fee Simple and Leasehold Interest. Except as set forth on
     Schedule III-(xlv), 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

                                     -112-
<PAGE>

     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.

               (xlvi) Tax Lot; Utilities. Except as set forth on Schedule
     III-(xlvi), 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.

               (xlvii) Defeasance. If such Mortgage Loan is a Defeasance Loan,
     the related Mortgage Loan documents require the related Mortgagor to pay
     all reasonable costs associated with the defeasance thereof, and (except as
     set forth on Schedule III-(xlvii)) 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 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 has a perfected security
     interest in such Defeasance Collateral prior to any other claim or
     interest.

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

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

                                     -113-
<PAGE>

     and materialmen's liens have encumbered such Mortgaged Property since
     origination that have not been released, bonded, insured against or
     escrowed for.

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

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

               (lii) 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.

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

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

               (lv) 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.

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

               (lvii) ARD Mortgage Loan. If such Mortgage Loan is an ARD
     Mortgage Loan, then:

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

               (B)  such Mortgage Loan provides that from the related
                    Anticipated Repayment Date through the maturity date for
                    such Mortgage Loan, all excess cash flow (net of normal
                    monthly debt service on such Mortgage

                                     -114-
<PAGE>

                    Loan, monthly expenses reasonably related to the operation
                    of the related Mortgaged Property, amounts due for reserves
                    established under such Mortgage Loan, and payments for any
                    other expenses, including capital expenses, related to such
                    Mortgaged Property which are approved by mortgagee) will be
                    applied to repay principal and accrued interest due under
                    such Mortgage Loan;

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

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

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

         For purposes of the foregoing representations and warranties in this
Section 2.04(b), the phrases "to the knowledge of the Depositor" or "to the
Depositor's knowledge" shall mean, except where otherwise expressly set forth
below, the actual state of knowledge of the Depositor and the applicable Lehman
Mortgage Loan Seller regarding the matters referred to, in each case (i) after
having conducted such inquiry and due diligence into such matters as would be
customarily performed by prudent institutional commercial or multifamily (as
applicable) mortgage lenders, and in all events as required by the Depositor's
and/or the Lehman Mortgage Loan Seller's underwriting practices, at the time of
the origination of the particular 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.

                                     -115-
<PAGE>

         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 by Trustee; Issuance
                       of the Class V Certificates.

         It is the intention of the parties hereto that the segregated pool of
assets consisting of any collections of Additional Interest received by or on
behalf of the Trust on the ARD Mortgage Loans in the Mortgage Pool and on any
successor REO 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-1 and Class V-2 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-1 and Class V-2 Certificates in
authorized denominations evidencing, in the aggregate, the entire beneficial
ownership of the Grantor Trust. The rights of Holders of the Class V-1 and Class
V-2 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-1 and Class
V-2 Certificates shall evidence the entire beneficial ownership of the Grantor
Trust.

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

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

                                     -116-
<PAGE>

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

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

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

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

                                     -117-
<PAGE>

Regular Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-II Certificates and the REMIC II Regular Interests,
shall be as set forth in this Agreement.

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

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

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

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



                                     -118-
<PAGE>

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND


         SECTION 3.01. Administration of the Mortgage Loans.

         (a) All of the Mortgage Loans and REO Properties are to be serviced and
administered by the Master Servicer and/or the Special Servicer hereunder. Each
of the Master Servicer and the Special Servicer shall service and administer the
Mortgage Loans and REO Properties that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee, for the benefit of the
Certificateholders (or, in the case of each Loan Pair, for the benefit of the
Certificateholders and the related Non-Trust Mortgage Loan Noteholder), as
determined in the good faith and reasonable judgment of the Master Servicer or
the Special Servicer, as the case may be, in accordance with: (i) any and all
applicable laws; (ii) the express terms of this Agreement, the respective
Mortgage Loans and, in the case of the respective Loan Pairs, the Co-Lender
Agreements; and (iii) to the extent consistent with the foregoing, the Servicing
Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the
Master Servicer shall service and administer all of the Performing Mortgage
Loans and shall render such services with respect to the Specially Serviced
Mortgage Loans as are specifically provided for herein, and (ii) the Special
Servicer shall service and administer each Specially Serviced Mortgage Loan and
REO Property and shall render such services with respect to the Performing
Mortgage Loans as are specifically provided for herein.

         (b) Subject to Section 3.01(a), Section 6.11, Section 6.11A and Section
6.11B, 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 such servicing and administration that it may deem
necessary or desirable. Without limiting the generality of the foregoing, each
of the Master Servicer and the Special Servicer, in its own name, with respect
to each of the Mortgage Loans it is obligated to service hereunder, is hereby
authorized and empowered by the Trustee and each Non-Trust Mortgage Loan
Noteholder to execute and deliver, on behalf of the Certificateholders, the
Trustee and the Non-Trust Mortgage Loan Noteholders or any of them, (i) any and
all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by any Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property
and related collateral; (ii) in accordance with the Servicing Standard and
subject to Section 3.20, Section 6.11, Section 6.11A and Section 6.11B, any and
all modifications, extensions, waivers, amendments or consents to or with
respect to any documents contained in the related Mortgage File; (iii) any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge or of assignment, and all other comparable instruments; and (iv)
any and all instruments that such party may be required to execute on behalf of
the Trustee in connection with the defeasance of a Mortgage Loan as contemplated
in this Agreement. Subject to Section 3.10, the Trustee shall, at the written
request of the Master Servicer or the Special Servicer, promptly execute any
limited powers of attorney and other documents furnished by the Master Servicer
or the Special Servicer that are necessary or appropriate to enable them to
carry out their servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely

                                     -119-
<PAGE>

under the Trustee's name without indicating the Master Servicer's or Special
Servicer's, as applicable, representative capacity; or (ii) take any action with
the intent to cause, and that actually causes, the Trustee to be registered to
do business in any state.

         (c) The parties hereto acknowledge that each Loan Pair is subject to
the terms and conditions of the related Co-Lender Agreement. The parties hereto
further recognize the respective rights and obligations of the "Lenders" under
the related Co-Lender Agreement, including with respect to (i) the allocation of
collections on or in respect of such Loan Pair in accordance with Section 4.01
of such Co-Lender Agreement, (ii) the making of payments to the "Lenders" in
accordance with Section 4.01 of such Co-Lender Agreement, (iii) the purchase of
the Trust Mortgage Loan in such Loan Pair by the related Non-Trust Mortgage Loan
Noteholder or its designee in accordance with Section 4.02 of such Co-Lender
Agreement and (iv) with respect to the Polaris Fashion Place Loan Pair and the
Pembroke Lakes Mall Loan Pair, the right to cure certain events of default
occurring with respect to the related Trust Mortgage Loan in accordance with
Section 7.01 of the related Co-Lender Agreement.

         In the event that a Trust Mortgage Loan that is part of a Loan Pair is
no longer part of the Trust Fund and the servicing and administration of such
Loan Pair is to be governed by a separate servicing agreement and not by this
Agreement, as contemplated by Section 3.01 of the related Co-Lender Agreement,
the Master Servicer and, if such Loan Pair is then being specially serviced
hereunder, the Special Servicer, shall continue to act in such capacities under
such separate servicing agreement, which agreement shall be 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
Loan Pair and the related Mortgaged Property shall be the sole assets serviced
and administered thereunder and the sole source of funds thereunder.

         If at any time, with respect to any Loan Pair, neither any portion of
the related Trust Mortgage Loan nor any related REO Property is an asset of the
Trust Fund, and if a separate servicing agreement with respect to such Loan Pair
or any REO Property, as applicable, has not been entered into as contemplated by
Section 3.01 of the related Co-Lender Agreement, and notwithstanding that
neither the related Trust Mortgage Loan (in whole or in part) nor any related
REO Property is an asset of the Trust Fund, then the Master Servicer and, if
applicable, the Special Servicer shall continue to service and administer such
Loan Pair and/or any related REO Property, for the benefit of the respective
holders of such Loan Pair, under this Agreement as if such Loan Pair or any
related REO Property were the sole assets subject hereto, with certain
references in this Agreement applicable to the Trust, the Trustee, the Note A
Lender, the Certificates and/or the Certificateholders being construed to refer
to such similar terms as are applicable to the then current holder of Note A.

         (d) The Master Servicer shall use efforts consistent with the Servicing
Standard to have prepared, executed and delivered by the applicable party (and
included in the Servicing File), not later than the later of (i) 30 days
following the Master Servicer's receipt of the subject comfort letter or letter
of credit and (ii) the expiration of the period that may be required for such
transfer or assignment pursuant to the terms of the applicable franchisor
comfort letter or letter of credit, if any, (A) with respect to any Mortgage
Loan secured by a hospitality property (and with respect to which a franchise
agreement constitutes part of the related Mortgage File on the Closing Date),
any original transfer or assignment documents necessary to transfer or assign to
the Trustee any rights under the related franchisor comfort letter; and (B) with
respect to any Mortgage Loan that has a related guaranty or letter

                                     -120-
<PAGE>

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 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).

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

         SECTION 3.02. Collection of Mortgage Loan Payments.

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

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the Master Servicer pursuant to this Section 3.02 if any Advance has been made
as to such delinquent payment.

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

         All amounts received with respect to a Loan Pair shall be applied to
amounts due and owing under such Loan Pair (including for principal and accrued
and unpaid interest) in accordance with the express provisions of the related
Mortgage Notes, the related Mortgage, the related loan agreement, if any, and
the related Co-Lender Agreement.

                                     -122-
<PAGE>

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

         (a) The Master Servicer shall, as to all Mortgage Loans, establish and
maintain one or more accounts (the "Servicing Accounts"), in which all related
Escrow Payments shall be deposited and retained; provided that, in the case of
each Loan Pair, if the related Servicing Account includes funds with respect to
any other Mortgage Loan, then the Master Servicer shall maintain a separate
subaccount of such Servicing Account that relates solely to such Loan Pair.
Subject to the terms of the related loan documents, each Servicing Account shall
be an Eligible Account. Withdrawals of amounts so collected from a Servicing
Account may be made (in each case, to the extent of amounts on deposit therein
in respect of the related Mortgage Loan or, in the case of clauses (iv) and (v)
below, to the extent of interest or other income earned on such amounts) only
for the following purposes: (i) consistent with the related loan documents, to
effect the payment of real estate taxes, assessments, insurance premiums
(including premiums on any Environmental Insurance Policy), ground rents (if
applicable) and comparable items in respect of the respective Mortgaged
Properties; (ii) insofar as the particular Escrow Payment represents a late
payment that was intended to cover an item described in the immediately
preceding clause (i) for which a Servicing Advance was made, to reimburse the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums
as may be determined to be overages; (iv) to pay interest, if required and as
described below, to Mortgagors on balances in such Servicing Account; (v) to pay
the Master Servicer interest and investment income on balances in such Servicing
Account as described in Section 3.06(b), if and to the extent not required by
law or the terms of the related loan documents to be paid to the Mortgagor; or
(vi) to clear and terminate such Servicing Account at the termination of this
Agreement in accordance with Section 9.01. To the extent permitted by law or the
applicable loan documents, funds in the Servicing Accounts may be invested only
in Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the Mortgagors interest, if
any, earned on the investment of funds in the related Servicing Accounts, if
required by law or the terms of the related Mortgage Loan. If the Master
Servicer shall deposit in a Servicing Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Servicing
Account, any provision herein to the contrary notwithstanding.

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

                                     -123-
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shall timely make a Servicing Advance to cover any such item which is not so
paid, including any penalties or other charges arising from the Mortgagor's
failure to timely pay such items.

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

         (d) The Master Servicer shall, as to all Mortgage Loans, establish and
maintain, as applicable, one or more accounts (the "Reserve Accounts"), into
which all related Reserve Funds, if any, shall be deposited and retained;
provided that, in the case of each Loan Pair, if the related Reserve Account
includes funds with respect to any other Mortgage Loan, then the Master Servicer
shall maintain a separate subaccount of such Reserve Account that relates solely
to such Loan Pair. Withdrawals of amounts so deposited may be made (i) for the
specific purposes for which the particular Reserve Funds were delivered, in
accordance with the Servicing Standard and the terms of the related Mortgage
Note, Mortgage and any other agreement with the related Mortgagor governing such
Reserve Funds, and (ii) to pay the Master Servicer interest and investment
income earned on amounts in the Reserve Accounts as described below. To the
extent permitted in the applicable loan documents, funds in the Reserve Accounts
may be invested in Permitted Investments in accordance with the provisions of
Section 3.06. Subject to the related loan documents, all Reserve Accounts shall
be Eligible Accounts. Consistent with the Servicing Standard, the Master
Servicer may waive or extend the date set forth in any agreement governing
Reserve Funds by which any required repairs, capital improvements and/or
environmental remediation at the related Mortgaged Property must be completed;
provided that any waiver, any extension for more than 120 days and any
subsequent extension may only be granted with the consent of the Special
Servicer (following receipt and review by the Special Servicer of all relevant
information reasonably requested by the Special Servicer).

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

         (a) The Master Servicer shall establish and maintain one or more
separate accounts (collectively, the "Pool Custodial Account"), in which the
amounts described in clauses (i) through (viii) 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

                                     -124-
<PAGE>

deposited in the Pool Custodial Account, within one 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 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 Trust Mortgage Loans,
     including Principal Prepayments, and regardless of whether those payments
     are made by the related Mortgagor or any related guarantor, out of any
     related Reserve Funds maintained for such purpose, out of collections on
     any related Defeasance Collateral or from any other source;

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

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

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received 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 required to be deposited by the Master Servicer
     pursuant to Section 3.06 in connection with losses incurred with respect to
     Permitted Investments of funds held in the Pool Custodial Account;

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

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

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

provided that any amounts described in clauses (i) through (iv) and (vi) through
(viii) above that relate to any of the Polaris Fashion Place Trust Mortgage
Loan, the Pembroke Lakes Mall Trust Mortgage Loan or the Westfield Shoppingtown
Trust Mortgage Loan or any related REO Property (other than Liquidation Proceeds
derived from the sale of any such Trust Mortgage Loan to or through the related
Non-Trust Mortgage Loan Noteholder pursuant to the related Co-Lender Agreement
or as a Specially

                                     -125-
<PAGE>

Serviced Trust Mortgage Loan pursuant to Section 3.18) shall be deposited in the
related Loan Pair Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A, together
with any other amounts required to be transferred from such Loan Pair 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 to which the
Master Servicer or Special Servicer is entitled as additional servicing
compensation not expressly referred to in the prior paragraph, need not be
deposited by the Master Servicer in the Pool Custodial Account. If the Master
Servicer shall deposit in the Pool Custodial Account any amount not required to
be deposited therein, it may at any time withdraw such amount from the Pool
Custodial Account, any provision herein to the contrary notwithstanding. The
Master Servicer shall promptly deliver to the Special Servicer, as additional
special servicing compensation in accordance with Section 3.11(d), all
assumption fees and assumption application fees (or the applicable portions
thereof), and other transaction fees received by the Master Servicer to which
the Special Servicer is entitled pursuant to such section upon receipt of a
written statement (on which the Master Servicer is entitled to rely) of a
Servicing Officer of the Special Servicer describing the item and amount (unless
pursuant to this Agreement it is otherwise clear that the Special Servicer is
entitled to such amounts, in which case a written statement is not required).
The Pool Custodial Account shall be maintained as a segregated account, separate
and apart from trust funds created for mortgage-backed securities of other
series and the other accounts of the Master Servicer.

         Upon receipt of any of the amounts described in clauses (i) through
(iv) and (viii) above with respect to any Trust Mortgage Loan (other than the
Polaris Fashion Place Trust Mortgage Loan, the Pembroke Lakes Mall Trust
Mortgage Loan and the Westfield Shoppingtown Trust Mortgage Loan), the Special
Servicer shall promptly, but in no event later than two Business Days after
receipt, remit such amounts to the Master Servicer for deposit into the Pool
Custodial Account in accordance with the second preceding paragraph, unless the
Special Servicer determines, consistent with the Servicing Standard, that a
particular item should not be deposited because of a restrictive endorsement or
other appropriate reason. With respect to any such amounts paid by check to the
order of the Special Servicer, the Special Servicer shall endorse such check to
the order of the Master Servicer, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to an REO
Property (other than an REO Property that relates to a Loan Pair) shall be
deposited by the Special Servicer into the Pool REO Account and thereafter
remitted to the Master Servicer for deposit into the Pool Custodial Account as
and to the extent provided in Section 3.16(c).

         Subject to the following paragraph, if and when any Mortgagor under a
Defeasance Mortgage Loan elects to defease all or any part of its Mortgage Loan
and, pursuant to the provisions of the related loan documents, delivers cash to
the Master Servicer to purchase the required Defeasance Collateral, the Master
Servicer shall establish and maintain one or more separate segregated accounts
(collectively, the "Defeasance Deposit Account"), in which the Master Servicer
shall deposit such cash

                                     -126-
<PAGE>

within one Business Day of receipt by the Master Servicer. The Master Servicer
shall retain such cash in the Defeasance Deposit Account pending its prompt
application to purchase Defeasance Collateral. The Master Servicer shall hold
such cash and maintain the Defeasance Deposit Account on behalf of the Trustee
and, in the case of a Loan Pair, the applicable Non-Trust Mortgage Loan
Noteholder, to secure payment on the related Defeasance Mortgage Loan. The
Defeasance Deposit Account shall be an Eligible Account. To the extent permitted
by law or the applicable Defeasance Mortgage Loan, prior to the purchase of
Defeasance Collateral, funds in the Defeasance Deposit Account may be invested
only in Permitted Investments in accordance with the provisions of Section 3.06.
The Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Mortgage Loan(s).

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

         (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-1 and Class V-2
Certificates. The Master Servicer shall deliver to the Trustee each month on or
before the Master Servicer Remittance Date therein, for deposit in the
Collection Account, an aggregate amount of immediately available funds equal to
the Master Servicer Remittance Amount for such Master Servicer Remittance Date,
together with, in the case of the final Distribution Date, any additional
amounts contemplated by the second paragraph of Section 9.01. Immediately upon
deposit of the Master Servicer Remittance Amount for any Master Servicer
Remittance Date into the Collection Account, any portion thereof that represents
Additional Interest shall be deemed to have been deposited into the Class V
Sub-Account.

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

         (i) any P&I Advances required to be made by the Master Servicer in
     accordance with Section 4.03(a) and, to the extent they relate to Trust
     Mortgage Loans and/or REO Trust Mortgage Loans, Section 4.03A(a); and

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

         The Trustee shall, upon receipt, deposit in the Collection Account any
and all amounts received by it that are required by the terms of this Agreement
to be deposited therein.

         In the event that the Master Servicer fails, on any Master Servicer
Remittance Date, to remit to the Trustee any amount(s) required to be so
remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime

                                     -127-
<PAGE>

Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the related Distribution Date.

         On the Master Servicer Remittance Date in March of each year
(commencing in March 2004), the Trustee shall transfer from the Interest Reserve
Account to the Collection Account all Interest Reserve Amounts then on deposit
in the Interest Reserve Account with respect to the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans.

         As and when required pursuant to Section 3.05(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Collection
Account.

         (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), to be held in trust for the
benefit of the Certificateholders, for purposes of holding the Interest Reserve
Amounts in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans. Each account that constitutes the Interest Reserve
Account shall be an Eligible Account. On each Distribution Date in February and,
during a year that is not a leap year, in January, prior to any distributions
being made in respect of the Certificates on such Distribution Date, the Trustee
shall withdraw from the Collection Account and deposit in the Interest Reserve
Account with respect to each Interest Reserve Mortgage Loan and Interest Reserve
REO Mortgage Loan, an amount equal to the Interest Reserve Amount, if any, in
respect of such Mortgage Loan or REO 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. Subject to the next
paragraph, the Interest Reserve Account may be a sub-account of the Collection
Account.

         Notwithstanding that the Interest Reserve Account may be a sub-account
of the Collection Account for reasons of administrative convenience, the
Interest Reserve Account and the Collection Account shall, for all purposes of
this Agreement (including the obligations and responsibilities of the Trustee
hereunder), be considered to be and shall be required to be treated as, separate
and distinct accounts. The Trustee shall indemnify and hold harmless the Trust
Fund against any losses arising out of the failure by the Trustee to perform its
duties and obligations hereunder as if such accounts were separate accounts. The
provisions of this paragraph shall survive any resignation or removal of the
Trustee and appointment of a successor trustee.

         (d) If any Excess Liquidation Proceeds are received on the Mortgage
Pool, the Trustee shall establish and maintain one or more accounts
(collectively, the "Excess Liquidation Proceeds Account") to be held in trust
for the benefit of the Certificateholders, for purposes of holding such Excess
Liquidation Proceeds. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account. On each Master Servicer
Remittance Date, the Master Servicer shall withdraw from the 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 Collection Period ending on the Determination Date immediately
prior to such Master Servicer Remittance Date. Subject to the next paragraph,
the Excess Liquidation Proceeds Account may be a sub-account of the Collection
Account.

         Notwithstanding that the Excess Liquidation Proceeds Account may be a
sub-account of the Collection Account for reasons of administrative convenience,
the Excess Liquidation Proceeds Account and the Collection Account shall, for
all purposes of this Agreement (including the obligations and responsibilities
of the Trustee hereunder), be considered to be and shall be required to be
treated as,

                                     -128-
<PAGE>

separate and distinct accounts. The Trustee shall indemnify and hold harmless
the Trust Fund against any losses arising out of the failure by the Trustee to
perform its duties and obligations hereunder as if such accounts were separate
accounts. The provisions of this paragraph shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

         (e) Funds in the Pool Custodial Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. Funds
in the Collection Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account shall remain uninvested. The Master Servicer shall
give notice to the Trustee, the Special Servicer and the Rating Agencies of the
location of the Pool Custodial Account as of the Closing Date and of the new
location of the Pool Custodial Account within two Business Days of any change
thereof. As of the Closing Date, the Collection Account, the Interest Reserve
Account and the Excess Liquidation Proceeds Account shall be located at the
Trustee's offices in Chicago, Illinois. The Trustee shall give notice to the
Master Servicer, the Special Servicer and the Rating Agencies of any change in
the location of the Collection Account, the Interest Reserve Account or the
Excess Liquidation Proceeds Account prior to any change thereof.

         SECTION 3.04A. Loan Pair Custodial Accounts.

         (a) The Master Servicer shall establish and maintain, with respect to
each Loan Pair, one or more separate accounts (collectively as to the Polaris
Fashion Place Loan Pair, the "Polaris Fashion Place Custodial Account";
collectively as to the Pembroke Lakes Mall Loan Pair, the "Pembroke Lakes Mall
Custodial Account"; and collectively as to the Westfield Shoppingtown Loan Pair,
the "Westfield Shoppingtown Custodial Account") in which the amounts described
in clauses (i) through (ix) below shall be deposited and held in trust for the
benefit of the holders of the Mortgage Notes for the particular Loan Pair, as
their interests may appear; provided that, subject to the last paragraph of this
Section 3.04(A), a Loan Pair Custodial Account may be a sub-account of another
Custodial Account. The Custodial Account for each such Loan Pair shall be an
Eligible Account. The Master Servicer shall deposit or cause to be deposited in
the Custodial Account for each Loan Pair, within one Business Day of receipt (in
the case of payments or other collections on such Loan Pair) or as otherwise
required hereunder, the following payments and collections received or made by
the Master Servicer or on its behalf with respect to such Loan Pair subsequent
to the Cut-off Date (other than in respect of principal and interest on such
Loan Pair due and payable on or before the Cut-off Date, which payments shall be
held pursuant to the terms of the applicable Co-Lender Agreement, and other than
amounts required to be deposited in the Defeasance Deposit Account):

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

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

         (iii) all Prepayment Premiums, Yield Maintenance Charges and/or late
     payment charges received in respect of the subject Loan Pair;

                                     -129-
<PAGE>

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received in respect of the subject Loan Pair (other than
     Liquidation Proceeds derived from the sale of the Trust Mortgage Loan in
     the subject Loan Pair to or through the related Non-Trust Mortgage Loan
     Noteholder pursuant to the related Co-Lender Agreement or as a Specially
     Serviced Trust Mortgage Loan pursuant to Section 3.18);

         (v) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.06 in connection with losses incurred with respect to
     Permitted Investments of funds held in such 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 subject Loan Pair resulting from a deductible clause in a
     blanket hazard policy;

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

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

         (ix) any P&I Advances required to be made by the Master Servicer with
     respect to the Non-Trust Mortgage Loan or any successor REO Mortgage Loan
     with respect thereto in the subject Loan Pair in accordance with Section
     4.03A.

         The foregoing requirements for deposit in the Custodial Account
relating to any Loan Pair shall be exclusive. Notwithstanding the foregoing,
actual payments from the related Mortgagor in respect of any Loan Pair 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, not expressly referred to in the prior paragraph need not be
deposited by the Master Servicer in the related Loan Pair Custodial Account. If
the Master Servicer shall deposit into the Custodial Account for any Loan Pair
any amount not required to be deposited therein, 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 any Loan Pair, to which the Special Servicer is
entitled pursuant to such section, upon receipt of a written statement of a
Servicing Officer of the Special Servicer describing the item and amount (unless
pursuant to this Agreement it is otherwise clear that the Special Servicer is
entitled to such amounts, in which case a written statement is not required).
Each Loan Pair Custodial Account shall be maintained as a segregated account,
separate and apart from trust funds created for mortgage-backed securities of
other series and the other accounts of the Master Servicer.

         Upon receipt of any of the amounts described in clauses (i) through
(iv) and (viii) above with respect to any Loan Pair, the Special Servicer shall
promptly, but in no event later than two

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Business Days after receipt, remit such amounts to the Master Servicer for
deposit into the related Loan Pair Custodial Account in accordance with the
second preceding paragraph, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect
to any such amounts paid by check to the order of the Special Servicer, the
Special Servicer shall endorse such check to the order of the Master Servicer,
unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a
restrictive endorsement or other appropriate reason. Any such amounts received
by the Special Servicer with respect to an REO Property that relates to any Loan
Pair shall initially be deposited by the Special Servicer into the related Loan
Pair REO Account and thereafter remitted to the Master Servicer for deposit into
the related Loan Pair Custodial Account, all in accordance with Section 3.16(c).

         Notwithstanding that a Loan Pair Custodial Account may be a sub-account
of another Custodial Account for reasons of administrative convenience, such
Loan Pair Custodial Account and such other 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 any affected Non-Trust Mortgage Loan
Noteholder 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 Loan Pair,
the provisions of the last paragraph of Section 3.04(a) relating to the
Defeasance Deposit Account shall apply.

         (c) The Master Servicer shall give notice to the Trustee, the related
Non-Trust Mortgage Loan Noteholder and the Special Servicer of the location of
each Loan Pair Custodial Account when first established and of the new location
of such Custodial Account within two Business Days of 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 the Fiscal Agent, the Trustee and itself, in that
     order, for unreimbursed P&I Advances made thereby with respect to the
     Mortgage Pool (exclusive of each Trust Mortgage Loan and any REO Trust
     Mortgage Loan that is part of a Loan Pair), the Fiscal Agent's, the
     Trustee's and Master Servicer's, as the case may be, respective rights to
     reimbursement pursuant to this clause (ii) with respect to any such P&I
     Advance being limited to

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<PAGE>

     amounts on deposit in the Pool Custodial Account that represent Late
     Collections of interest and principal (net of the related Master Servicing
     Fees and any related Workout Fees or Liquidation Fees) received in respect
     of the particular 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 each Trust Mortgage Loan and any
     REO Trust Mortgage Loan that is part of a Loan Pair), 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;

         (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 Trust Mortgage Loan and
     REO Trust Mortgage Loan, 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 REO Trust Mortgage Loan in the amounts and from the
     sources specified in Section 3.11(c);

         (vi) to reimburse the Fiscal Agent, the Trustee and itself, in that
     order, for any unreimbursed Servicing Advances made thereby with respect to
     any Trust Mortgage Loan or REO Property (other than a Trust Mortgage Loan
     that is part of, or an REO Property that relates to, a Loan Pair), the
     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 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 Trust Mortgage Loan or REO
     Property as to which such Servicing Advance was made;

         (vii) to reimburse the Fiscal Agent, the Trustee and itself, in that
     order, out of general collections on the Mortgage Pool on deposit in the
     Pool Custodial Account, for any unreimbursed Advances (other than
     unreimbursed P&I Advances with respect to a Non-Trust Mortgage Loan or any
     successor REO Mortgage Loan with respect thereto) that have been or are
     determined to be Nonrecoverable Advances (provided that such amounts may be
     withdrawn over time in accordance with Section 3.11(g), 4.03(d) or
     4.03(A)(d), as applicable);

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<PAGE>

         (viii) to pay the Fiscal Agent, the Trustee and itself, in that order,
     any unpaid interest accrued and payable in accordance with Section 3.11(g)
     4.03(d) or 4.03A(d), as applicable, on any Advance made thereby with
     respect to the Mortgage Pool, the Fiscal Agent's, the Trustee's and the
     Master 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 to which the subject Advance was made, as and to the
     extent contemplated by Sections 3.26(a) and (b);

         (ix) to pay, out of general collections on the Mortgage Pool on deposit
     in the Pool Custodial Account, the Fiscal Agent, the Trustee and itself, in
     that order, any unpaid interest accrued and payable in accordance with
     Section 3.11(g), 4.03(d) or 4.03A(d), as applicable, on any Advance made
     thereby with respect to the Mortgage Pool, but only to the extent that such
     Advance has been reimbursed or is being reimbursed and the related Default
     Charges then on deposit in the Pool Custodial Account are not sufficient to
     make such payment as contemplated by the immediately preceding clause
     (viii) and, if such Advance relates to the Trust Mortgage Loan or any REO
     Trust Mortgage Loan in a Loan Pair, the funds on deposit in the related
     Loan Pair Custodial Account are not sufficient to make such payment as
     contemplated by Section 3.05A(viii);

         (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) incurred with respect to such Trust Mortgage Loan or REO Trust
     Mortgage Loan that, if paid from a source 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(g) or 4.03(c), and (C) the fees of any Independent Contractor retained
     with respect to any related REO Property pursuant to Section 3.17(d) (to
     the extent that it has not paid itself such fees prior to remitting
     collections on such REO Property to the Special Servicer); provided that,
     in the case of a Mortgaged Property that relates to a Loan Pair, such
     payment pursuant to this clause (xi) is to be made only to the extent that
     it would not ultimately be payable out of collections on or in respect of
     such Loan Pair;

         (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

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<PAGE>

     to the Pool Custodial Account for any Collection Period, (B) Prepayment
     Interest Excesses collected on the Mortgage Pool and/or (C) Net Default
     Charges (after application pursuant to Sections 3.26(a) and (b)) actually
     collected that accrued in respect of a Performing Trust Mortgage Loan, and
     to 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;

         (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 Non-Trust Mortgage Loan;

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

         (xv) to pay itself, the Special Servicer, the Depositor, any
     Controlling Class Certificateholder or any other Person, as the case may
     be, with respect to each 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 REO Mortgage Loan with respect thereto);

         (xvii) on each Master Servicer Remittance Date, to transfer Excess
     Liquidation Proceeds in respect of the Mortgage Pool to the Trustee, for
     deposit in the Excess Liquidation Proceeds Account, in accordance with
     Section 3.04(d); and

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

         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
(xvii) above.

         The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer), the Trustee or the
Fiscal Agent from the Pool Custodial Account, amounts permitted to be paid to
the Special Servicer (or to any such third party contractor), the Trustee or the
Fiscal Agent therefrom promptly upon receipt of a written statement of a
Servicing Officer of the

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<PAGE>

Special Servicer or of a Responsible Officer of the Trustee or the Fiscal Agent
describing the item and amount to which the Special Servicer (or such third
party contractor), the Trustee or the Fiscal Agent, as applicable, is entitled
(unless such payment to the Special Servicer, the Trustee (for example, the
Trustee Fee) or the Fiscal Agent, as the case may be, is clearly required
pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and
shall have no duty to re-calculate the amounts stated therein.

         The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Trust Mortgage Loan and 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 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 interest thereon.

         (b) The Trustee may, from time to time, make withdrawals from the
Collection Account for any of the following purposes (in no particular order of
priority):

         (i) to make distributions to Certificateholders on each Distribution
     Date pursuant to Section 4.01 or 9.01, as applicable;

         (ii) to pay (A) the Trustee, the Fiscal Agent or any of their
     respective directors, officers, employees and agents, as the case may be,
     out of general collections on the Mortgage Pool on deposit in the
     Collection Account, any amounts payable or reimbursable to any such Person
     pursuant to Section 7.01(b) and/or Section 8.05, as applicable, and (B) as
     and when contemplated by Section 8.08, the cost of the Trustee's
     transferring Mortgage Files and other documents to a successor after being
     terminated by Certificateholders pursuant to Section 8.07(c) without cause;

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

         (iv) to pay, out of general collections on the Mortgage Pool on deposit
     in the Collection Account, any and all federal, state and local taxes
     imposed on any of the REMICs created hereunder or on the assets or
     transactions of any such REMIC, together with all incidental costs and
     expenses, to the extent none of the Depositor, the Trustee, the Tax
     Administrator, the Master Servicer or the Special Servicer is liable
     therefor pursuant to Section 10.01(j) or Section 10.02(f);

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

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

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<PAGE>

         (vii) to transfer Interest Reserve Amounts in respect of the Interest
     Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans to the
     Interest Reserve Account as and when required by Section 3.04(c); and

         (viii) to clear and terminate the Collection Account at the termination
     of this Agreement pursuant to Section 9.01.

         On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (vii) above from the Collection Account prior to making distributions to
Certificateholders on such Distribution Date.

         (c) On each Master Servicer Remittance Date in March (commencing in
March 2004), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Collection Account all Interest Reserve Amounts that have been
deposited in the Interest Reserve Account in respect of the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans during January and/or
February of the same year in accordance with Section 3.04(c).

         (d) On each Master Servicer Remittance Date, the Trustee shall withdraw
from the Excess Liquidation Proceeds Account and deposit in the Collection
Account, for distribution on the following Distribution Date, an amount equal to
the lesser of (i) the entire amount, if any, then on deposit in the Excess
Liquidation Proceeds Account and (ii) the excess, if any, of the aggregate
amount distributable with respect to the Regular Interest Certificates on such
Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the Available
Distribution Amount for such Distribution Date (calculated without regard to
such transfer from the Excess Liquidation Proceeds Account to the Collection
Account); provided that on the Master Servicer Remittance Date immediately prior
to the Final Distribution Date, the Trustee shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Collection Account, for
distribution on such Distribution Date, any and all amounts then on deposit in
the Excess Liquidation Proceeds Account.

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

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

         (i) to make remittances each month on or before the Master Servicer
     Remittance Date therein, in an aggregate amount of immediately available
     funds equal to the applicable Loan Pair Remittance Amount, to the related
     Non-Trust Mortgage Loan Noteholder and to the Trust (as holder of the
     applicable Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable,
     that is part of the subject Loan Pair), in accordance with the related
     Co-Lender Agreement and taking into account the succeeding paragraph, such
     remittances to the Trustee to be made into the Pool Custodial Account;

         (ii) to reimburse, first, the Fiscal Agent, second, the Trustee, third,
     the Westfield Shoppingtown Fiscal Agent (but only if such Loan Pair is the
     Westfield Shoppingtown Loan Pair), fourth, the Westfield Shoppingtown
     Trustee (but only if such Loan Pair is the Westfield Shoppingtown Loan
     Pair), and last, itself, in that order, for unreimbursed P&I Advances made
     by such party (with its own funds) with respect to the subject Loan Pair,
     any such party's rights to

                                     -136-
<PAGE>

     reimbursement pursuant to this clause (ii) with respect to any such P&I
     Advance being limited to amounts on deposit in such Loan Pair Custodial
     Account that represent late collections of interest and principal (net of
     the related Master Servicing Fees and any related Workout Fees or
     Liquidation Fees) received in respect of the particular Mortgage Loan or
     REO Mortgage Loan (as allocable thereto pursuant to the related loan
     documents and/or the related Co-Lender Agreement) in the subject Loan Pair
     as to which such P&I Advance was made;

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
     respect to the subject Loan Pair, the Master Servicer's respective rights
     to payment pursuant to this clause (iii) with respect to either Mortgage
     Loan (or any successor REO Mortgage Loan) in the subject Loan Pair being
     limited to amounts on deposit in the such Loan Pair Custodial Account that
     were received on or in respect of such Mortgage Loan (or successor REO
     Mortgage Loan) and are allocable as a recovery of interest thereon;

         (iv) to reimburse, first, the Fiscal Agent, second, the Trustee, third,
     the Westfield Shoppingtown Fiscal Agent (but only if such Loan Pair is the
     Westfield Shoppingtown Loan Pair), fourth, the Westfield Shoppingtown
     Trustee (but only if such Loan Pair is the Westfield Shoppingtown Loan
     Pair), and last, itself, in that order, for any unreimbursed P&I Advances
     made by such party (with its own funds) with respect to the related Loan
     Pair that such party has determined are Nonrecoverable Advances, such
     party's rights to reimbursement pursuant to this clause (iv) with respect
     to any such P&I Advance being limited to amounts on deposit in such Loan
     Pair Custodial Account that were received in respect of the particular
     Mortgage Loan or REO Mortgage Loan (as allocable thereto pursuant to the
     related loan documents and/or the related Co-Lender Agreement) in the
     related Loan Pair as to which such P&I Advance was made;

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

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

         (vii) to reimburse first, the Fiscal Agent, second, the Trustee, third,
     the Westfield Shoppingtown Fiscal Agent (but only if the subject Loan Pair
     is the Westfield Shoppingtown Loan Pair), fourth, the Westfield
     Shoppingtown Trustee (but only if the subject Loan Pair is the Westfield
     Shoppingtown Loan Pair), and last, itself, in that order, for any
     unreimbursed Servicing Advances made thereby with respect to the subject
     Loan Pair or any related REO Property, any such party's respective rights
     to reimbursement pursuant to this clause (vii) with respect to any
     Servicing Advance being limited to amounts on deposit in such Loan Pair
     Custodial Account that represent payments made by the related Mortgagor to
     cover the item for which such Servicing Advance was made, and to amounts on
     deposit in such Loan Pair 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 related Mortgage
     Loan Pair or related REO Property as to which such Servicing Advance was
     made;

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<PAGE>

         (viii) to pay first, the Fiscal Agent, second, the Trustee, third, the
     Westfield Shoppingtown Fiscal Agent (but only if the subject Loan Pair is
     the Westfield Shoppingtown Loan Pair), fourth, the Westfield Shoppingtown
     Trustee (but only if the subject Loan Pair is the Westfield Shoppingtown
     Loan Pair), and last, itself, in that order, any unpaid interest accrued on
     any Advance made thereby with respect to either Mortgage Loan or REO
     Mortgage Loan, as applicable, in the subject Loan Pair or with respect to
     the related Mortgaged Property, any such party's respective right to
     payment pursuant to this clause (viii) with respect to interest on any
     Advance being permitted to be satisfied (A) first, out of any amounts on
     deposit in such Loan Pair Custodial Account that represent Default Charges
     collected on or in respect of the Non-Trust Mortgage Loan, as and to the
     extent contemplated by Section 3.26(c), (B) second, out of any amounts on
     deposit in such Loan Pair Custodial Account that represent Default Charges
     collected on or in respect of the related Trust Mortgage Loan, as and to
     the extent contemplated by Sections 3.26(a) and (b) and (C) third, to the
     extent that the Default Charges described in the immediately preceding
     clauses (A) and (B) are insufficient, but only if such Advance is being
     reimbursed at the same time or if such Advance has been previously
     reimbursed, out of any amounts on deposit in such Loan Pair Custodial
     Account that represent any other collections on or in respect of the
     subject Loan Pair; provided that interest on P&I Advances made with respect
     to the related Non-Trust Mortgage Loan may be paid solely pursuant to
     clauses (A) and (C) above, from Default Charges or other collections
     received on or in respect of such Non-Trust Mortgage Loan;

         (ix) to pay for (A) costs and expenses incurred with respect to the
     Mortgaged Property related to the subject Loan Pair pursuant to Section
     3.09(c) (other than the costs of environmental testing, which are to be
     covered by, and reimbursable as, a Servicing Advance), (B) the costs and
     expenses of obtaining appraisals of the related Mortgaged Property related
     to the subject Loan Pair pursuant to Section 3.11(h), 3.18(g) or 4.03A(c),
     as applicable, (C) any servicing expenses incurred with respect to the
     related Mortgaged Property or 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 Loan Pair pursuant to
     Section 3.17A(d) (to the extent that it has not paid itself such fees prior
     to remitting collections on such REO Property to the Special Servicer);

         (x) to pay itself, as additional Master Servicing Compensation in
     accordance with Section 3.11(b), (A) interest and investment income earned
     in respect of amounts held in such Loan Pair Custodial Account as provided
     in Section 3.06(b), but only to the extent of the Net Investment Earnings
     with respect to such Loan Pair Custodial Account for any Collection Period
     and (B) Net Default Charges (after application pursuant to Section 3.26(c))
     actually collected that accrued in respect of the related Non-Trust
     Mortgage Loan during a period that it was not a Specially Serviced Mortgage
     Loan and the related Mortgaged Property was not an REO Property, and to pay
     the Special Servicer, as additional Special Servicing Compensation in
     accordance with Section 3.11(d), Net Default Charges (after application
     pursuant to Section 3.26(c)) actually collected that accrued in respect of
     the related Non-Trust Mortgage Loan during a period that it was a Specially
     Serviced Mortgage Loan or the related Mortgaged Property was an REO
     Property;

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<PAGE>

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

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

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

         (xiv) to transfer to the Pool Custodial Account all amounts
     representing Additional Trust Fund Expenses and/or any other amounts that
     relate to a Loan Pair, that have been previously paid out of the Pool
     Custodial Account pursuant to Section 3.05 and that, if not previously paid
     out of the Pool Custodial Account in accordance with Section 3.05, would
     have been otherwise payable from such Loan Pair Custodial Account with
     respect to such Loan Pair under this Section 3.05A; and

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

         Any P&I Advance made with respect to the Trust Mortgage Loan or any REO
Trust Mortgage Loan in a Loan Pair pursuant to Section 4.03A will constitute
part of the "Available Remittance Amount" (within the meaning of the related
Co-Lender Agreement) required to be applied with respect to such Trust Mortgage
Loan or REO Trust Mortgage Loan pursuant to Section 4.01 of the related
Co-Lender Agreement on the subject Master Servicer Remittance Date. Any such P&I
Advance shall be deposited directly into the Collection Account in accordance
with Section 4.03A(a).

         The Master Servicer shall keep and maintain separate accounting records
in connection with any withdrawal from the Polaris Fashion Place Custodial
Account, the Pembroke Lakes Mall Custodial Account or the Westfield Shoppingtown
Custodial Account, as applicable, pursuant to clauses (ii) through (xiv) above.

         The Master Servicer shall pay to each of the Special Servicer (or to
third party contractors at the direction of the Special Servicer), the Westfield
Shoppingtown Fiscal Agent, the Westfield Shoppingtown Trustee, the Trustee and
the Fiscal Agent, as applicable, from the applicable Loan Pair Custodial
Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of a Servicing Officer of the Special Servicer or
a Responsible Officer of the Westfield Shoppingtown Fiscal Agent, the Westfield
Shoppingtown Trustee, the Trustee or the Fiscal Agent, as the case may be,
describing the item and amount to which the Special Servicer (or such third
party contractor), the Westfield Shoppingtown Fiscal Agent, the Westfield
Shoppingtown Trustee, the Trustee or the Fiscal Agent, as the case may be, is
entitled (unless such payment to the Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely

                                     -139-
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conclusively on any such written statement and shall have no duty to
re-calculate the amounts stated therein. The parties seeking payment pursuant to
this section shall each keep and maintain separate accounting for the purpose of
justifying any request for withdrawal from the respective Loan Pair Custodial
Accounts, on a loan-by-loan basis.

         The Master Servicer shall transfer from the applicable Loan Pair
Custodial Account, promptly upon such amounts becoming available in such Loan
Pair Custodial Account, whether received in respect of the related Trust
Mortgage Loan or the related Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect to either of the foregoing) in such Loan Pair, any
amounts representing Additional Trust Fund Expenses and/or any other amounts
that relate to the subject Loan Pair, that have been previously paid out of the
Pool Custodial Account pursuant to Section 3.05 and that, if not previously paid
out of the Pool Custodial Account in accordance with Section 3.05, would have
been otherwise payable from such Loan Pair Custodial Account with respect to
such Loan Pair under this Section 3.05A.

         In the case of the Westfield Shoppingtown Non-Trust Mortgage Loan only,
in the event that the Master Servicer fails, on any Master Servicer Remittance
Date, to remit to the Westfield Shoppingtown Non-Trust Mortgage Loan Noteholder
any amount(s) required to be so remitted to such Non-Trust Mortgage Loan
Noteholder hereunder by such date, the Master Servicer shall pay such Non-Trust
Mortgage Loan Noteholder, for the account of such Non-Trust Mortgage Loan
Noteholder, interest, calculated at the Prime Rate, on such amount(s) not timely
remitted, from and including that Master Servicer Remittance Date, to but not
including the related distribution date for any securities backed by the
Westfield Shoppingtown Non-Trust Mortgage Loan.

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

         (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (each, for purposes of this Section 3.06,
an "Investment Account"), and the Special Servicer may direct in writing any
depository institution maintaining an REO Account (also, for purposes of this
Section 3.06, an "Investment Account"), to invest, or if it is such depository
institution, may itself invest, the funds held therein in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement; provided that in the case of any Servicing
Account, any Reserve Account or the Defeasance Deposit Account, such investment
direction shall be subject to the related loan documents and applicable law.
Funds in the Collection Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account will remain uninvested. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such) and, in the case of a Permitted Investment in any
Investment Account solely related to a particular Loan Pair, the related
Non-Trust Mortgage Loan Noteholder. The Master Servicer (with respect to
Permitted Investments of amounts in the Servicing Accounts, the Reserve
Accounts, the Defeasance Deposit Account and the Custodial Accounts) and the
Special Servicer (with respect to Permitted Investments of amounts in the REO
Accounts), on behalf of the Trustee and, in the case of any Investment Account
solely related to a particular Loan Pair, the related

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

         (x)   consistent with any notice required to be given thereunder,
               demand that payment thereon be made on the last day such
               Permitted Investment may otherwise mature hereunder in an amount
               equal to at least the lesser of (1) all amounts then payable
               thereunder and (2) the amount required to be withdrawn on such
               date; and

         (y)   demand payment of all amounts due thereunder promptly upon
               determination by the Master Servicer or the Special Servicer, as
               the case may be, that such Permitted Investment would not
               constitute a Permitted Investment in respect of funds thereafter
               on deposit in the Investment Account.

         (b) Whether or not the Master Servicer directs the investment of funds
in any of the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account or the Custodial Accounts, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for each such Investment Account for each Collection Period (and, in the case of
Servicing Accounts, Reserve Accounts and the Defeasance Deposit Account, to the
extent not otherwise payable to Mortgagors under applicable law or the related
loan documents), shall be for the sole and exclusive benefit of the Master
Servicer and shall be subject to its withdrawal in accordance with Section
3.03(a), 3.03(d), 3.04(a), 3.05(a) or 3.05A, as applicable. Whether or not the
Special Servicer directs the investment of funds in 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 Collection Period, shall be for the sole and exclusive benefit of the
Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.16(b). If any loss shall be incurred in respect of any Permitted
Investment on deposit in any Investment Account, the Master Servicer (in the
case of (i) the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account (except to the extent that any investment of funds with respect
thereto is at the direction of a Mortgagor in accordance with the related loan
documents or applicable law) and (ii) the Custodial Accounts) and the Special
Servicer (in the case of the REO Accounts) shall promptly deposit therein from
its own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, for such Investment Account for such

                                     -141-
<PAGE>

Collection Period. Notwithstanding any of the foregoing provisions of this
Section 3.06, no party shall be required under this Agreement to deposit any
loss on a deposit of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered
depository institution or trust company with which such deposit was maintained
so long as such depository institution or trust company satisfied the conditions
set forth in the definition of "Eligible Account" at the time such deposit was
made and also as of a date no earlier than 30 days prior to the insolvency.

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

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

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

         (a) The Master Servicer (in the case of Performing Mortgage Loans) or
the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall,
consistent with the Servicing Standard, cause to be maintained for each
Mortgaged Property that is not an REO Property, all insurance coverage as is
required under the related Mortgage (except to the extent that the failure to
maintain such insurance coverage is an Acceptable Insurance Default); provided
that, if and to the extent that any such Mortgage permits the holder thereof any
discretion (by way of consent, approval or otherwise) as to the insurance
coverage that the related Mortgagor is required to maintain, the Master Servicer
or Special Servicer, as the case may be, shall exercise such discretion in a
manner consistent with the Servicing Standard; and provided, further, that, if
and to the extent that a Mortgage so permits, the Master Servicer or Special
Servicer, as the case may be, shall use reasonable efforts to require the
related Mortgagor to obtain the required insurance coverage from Qualified
Insurers that have a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "A3" from Moody's (if then rated by
Moody's, and if not then rated by Moody's, then an equivalent rating to a rating
of "A3" by Moody's by at least one nationally recognized statistical rating
agency besides S&P) (or, in the case of any such Rating Agency, such lower
rating as will not result in an Adverse Rating Event, as evidenced in writing by
such Rating Agency); and provided, further, that the Master Servicer or the
Special Servicer, as the case may be, shall obtain or cause to be maintained for
any such Mortgaged Property any such insurance that the related Mortgagor is
required but fails to maintain, but only to the extent that (i) the Trustee (as
mortgagee of record on behalf of the Certificateholders or, in the case of a
Mortgaged Property that relates to a Loan Pair, the Certificateholders and the
related Non-Trust Mortgage Loan Noteholder) 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 Master Servicer (with respect to
Performing Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans), as the case may be, to constitute an Acceptable

                                     -142-
<PAGE>

Insurance Default. Any Controlling Class Certificateholder may request that
earthquake insurance be secured for one or more Mortgaged Properties by the
related Mortgagor, to the extent such insurance may reasonably be obtained and
provided the related loan documents and applicable law give the mortgagee the
right to request such insurance coverage and such loan documents require the
Mortgagor to obtain earthquake insurance at the request of the mortgagee. The
related Non-Trust Mortgage Loan Noteholder (provided that a Non-Trust Mortgage
Loan Change of Control Event has not occurred) may request that earthquake
insurance, to the extent such insurance may reasonably be obtained, be secured
for the Polaris Fashion Place Mortgaged Property, the Pembroke Lakes Mall
Mortgaged Property or the Westfield Shoppingtown Mortgaged Property, at the
expense of the related Non-Trust Mortgage Loan Noteholder. The Class MM
Directing Certificateholder (provided that a Class MM Change of Control Event
has not occurred) may request that earthquake insurance, to the extent such
insurance may reasonably be obtained, be secured for the Monroeville Mall
Mortgaged Property.

         Subject to Section 3.17(a), the Special Servicer, in accordance with
the Servicing Standard, shall also cause to be maintained for each REO Property
no less insurance coverage than was previously required of the Mortgagor under
the related Mortgage; provided that such insurance is available at commercially
reasonable rates (or, in the case of all-risk insurance or other insurance that
covers acts of terrorism, such insurance is available at a commercially
reasonable rate or the subject hazards are at the time commonly insured against
for properties similar to the REO Property located in or around the region in
which such REO Property is located); and provided, further, that all such
insurance shall be obtained from Qualified Insurers that, if they are providing
casualty insurance, shall have a "claims paying ability" or "financial strength"
rating, as applicable, of at least "A" from S&P and "A2" from Moody's (or, in
the case of either Rating Agency, such lower rating as will not result in an
Adverse Rating Event, as evidenced in writing by such Rating Agency). All such
insurance policies shall contain (if they insure against loss to property and do
not relate to an REO Property) a "standard" mortgagee clause, with loss payable
to the Master Servicer (in the case of insurance maintained in respect of
Mortgage Loans, including Specially Serviced Mortgage Loans), and shall be in
the name of the Special Servicer (in the case of insurance maintained in respect
of REO Properties), on behalf of the Trustee; and, in each case, such insurance
shall be issued by a Qualified Insurer.

         Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the 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
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 REO Property. Any cost
incurred by the Master Servicer or the Special Servicer in maintaining any such
insurance (including any earthquake insurance maintained at the request of a
Controlling Class Certificateholder, the Class MM Directing Certificateholder or
a Non-Trust Mortgage Loan Noteholder) shall not, for purposes hereof, including
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Mortgage Loan or
REO Mortgage Loan, notwithstanding that the terms of such loan so permit, but
shall be recoverable by the Master Servicer as a Servicing Advance.

         The Master Servicer shall not make any determination (i) that a
Servicing Transfer Event has occurred with respect to any Mortgage Loan solely
by reason of the failure of the related Mortgagor

                                     -143-
<PAGE>

to maintain or cause to be maintained with respect to a Mortgaged Property
insurance coverage against damages or losses arising from acts of terrorism or
(ii) to force place any insurance against damages or losses arising from acts of
terrorism that is failed to be maintained by the related Mortgagor with respect
to a Mortgaged Property, unless the Master Servicer has given prior notice of
such determination to the Controlling Class Representative (or, in the case of a
Loan Pair so long as no Non-Trust Mortgage Loan Change of Control Event exists,
the related Non-Trust Mortgage Loan Noteholder or, in the case of the
Monroeville Mall Trust Mortgage Loan so long as no Class MM Change of Control
Event exists, the Class MM Directing Certificateholder), and, in connection
therewith, has provided the Controlling Class Representative, the Non-Trust
Mortgage Loan Noteholder or the Class MM Directing Certificateholder, as
applicable, with its written recommendation and such information (including data
regarding any analysis performed in accordance with subclauses (i) and/or (ii)
of the definition of "Acceptable Insurance Default" and information regarding
the cost of forceplacing the subject insurance) on which the Master Servicer has
based its determination and with such other information as such party shall
reasonably require, but only to the extent such information is in its possession
or easily obtainable by it and relates to the determination made by the Master
Servicer under clauses (i) or (ii) above. Notwithstanding the foregoing, with
respect to a Performing Mortgage Loan, a Servicing Transfer Event shall occur
with respect to such Mortgage Loan on the 60th day (or sooner with the consent
of the Controlling Class Representative, the Non-Trust Mortgage Loan Noteholder
or the Class MM Directing Certificateholder, as applicable) following the date
that the Master Servicer force places such insurance based upon either (i) the
continued failure of the related Mortgagor to maintain or cause to be maintained
insurance against damages or losses arising from acts of terrorism in accordance
with the related Mortgage Loan documents or (ii) the Master Servicer's not
having been reimbursed for any Servicing Advances made in connection with the
forced placement of the subject insurance (unless the circumstances giving rise
to such forced placement of such insurance have otherwise been cured and the
Master Servicer has been reimbursed for any Servicing Advances made in
connection with the forced placement of the subject insurance). Notwithstanding
anything to the contrary herein, the Master Servicer shall not be responsible
for any losses incurred with respect to the subject Mortgaged Property as a
result of the delay in causing a Servicing Transfer Event for, or in
forceplacing such terrorism insurance with respect to, a Mortgage Loan in
accordance with the second preceding sentence or in accordance with Section
6.11, 6.11A or 6.11B, if and as applicable. Any cost incurred by the Master
Servicer in connection with maintaining any insurance referred to in this
paragraph shall be paid by the Master Servicer and recoverable as a Servicing
Advance, subject to Section 3.11(h) and Section 3.11(i).

         (b) If either the Master Servicer or the Special Servicer shall obtain
and maintain, or cause to be obtained and maintained, a blanket policy insuring
against hazard losses on all of the Mortgage Loans and/or REO Properties that it
is required to service and administer, then, to the extent such policy (i) is
obtained from a Qualified Insurer having (or whose obligations are guaranteed or
backed, in writing, by an entity having) a "claims paying ability" or "financial
strength" rating, as applicable, of at least "A" from S&P and "A3" from Moody's
(if then rated by Moody's, and if not then rated by 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 "A3" from Moody's by at least one nationally recognized statistical
rating agency besides S&P) (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event, as evidenced in writing by
such Rating Agency), and (ii) provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer, as the
case may be, shall conclusively be deemed to have satisfied its obligation to
cause hazard insurance to be maintained on the related Mortgaged Properties
and/or REO Properties. Such blanket policy may contain a deductible clause (not
in excess of a customary amount), in which case the Master Servicer or

                                     -144-
<PAGE>

the Special Servicer, as appropriate, shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property an individual
hazard insurance policy complying with the requirements of Section 3.07(a), and
there shall have been one or more losses that would have been covered by such
individual policy, promptly deposit into the applicable Custodial Account from
its own funds the amount not otherwise payable under the blanket policy because
of the deductible clause therein, to the extent that any such deductible exceeds
the deductible limitation that pertained to the related 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 relates to a Loan Pair, the related Non-Trust Mortgage
Loan Noteholder, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

         (c) Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or REO
Properties are part of the Trust Fund) keep in force with Qualified Insurers
having (or whose obligations are guaranteed or backed, in writing, by entities
having) a "claims paying ability" or "financial strength" rating, as applicable,
of at least "A" from S&P and "Baa3" from Moody's (or, if not then rated by
Moody's, then at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the case
of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event, as evidenced in writing by such Rating Agency), a fidelity bond,
which fidelity bond shall be in such form and amount as would permit it to be a
qualified Fannie Mae or FHLMC (Freddie Mac) seller-servicer of multifamily
mortgage loans, or in such other form and amount as would not cause an Adverse
Rating Event (as evidenced in writing from each Rating Agency). Each of the
Master Servicer and the Special Servicer shall be deemed to have complied with
the foregoing provision if an Affiliate thereof has such fidelity bond coverage
and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Master Servicer or the Special Servicer, as the case may be.

         Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or REO
Properties are part of the Trust Fund) also keep in force with Qualified
Insurers having (or whose obligations are guaranteed or backed, in writing, by
entities having) a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "Baa3" from Moody's (or, if not rated
by Moody's, then at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the
case of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event, as evidenced in writing by such Rating Agency), a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers, employees and agents in connection with its servicing obligations
hereunder, which policy or policies shall be in such form and amount as would
permit it to be a qualified Fannie Mae or FHLMC (Freddie Mac) seller-servicer of
multifamily mortgage loans, or in such other form and amount as would not cause
an Adverse Rating Event (as evidenced in writing from each Rating Agency). Each
of the Master Servicer and the Special Servicer shall be deemed to have complied
with the foregoing provisions if an Affiliate thereof has such insurance and, by
the terms of such policy or policies, the coverage afforded thereunder extends
to the Master Servicer or the Special Servicer, as the case may be.

                                     -145-
<PAGE>

         Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer, as the case may be, are
rated at least "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
(or, in the case of either Rating Agency, such lower rating as will not result
in an Adverse Rating Event, as evidenced in writing by such Rating Agency), such
Person may self-insure with respect to the risks described in this Section
3.07(c).

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

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

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

                                     -146-
<PAGE>

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

         SECTION 3.08. Enforcement of Alienation Clauses.

         (a) If, with respect to any Performing Mortgage Loan, the Master
Servicer receives a request from a Mortgagor regarding the transfer of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person or transfers of certain interests in such Mortgagor, 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 transfer and/or assumption, then the Master Servicer
shall promptly provide to the Special Servicer (or, in the case of a Special
Assumption Mortgage Loan, to the Controlling Class Representative) a written
copy of such recommendation (which shall include the reason therefor) and the
materials upon which such recommendation is based. The Controlling Class
Representative, in the case of a Special Assumption Mortgage Loan, or the
Special Servicer, otherwise, shall have the right hereunder, within 15 days of
receipt of such recommendation and supporting materials and any other materials
reasonably requested by the Special Servicer or the Controlling Class
Representative, as applicable, to reasonably withhold or grant consent to any
such request for such transfer and/or assumption in accordance with the terms of
the Mortgage Loan and this Agreement, including, without limitation, with
respect to the Special Servicer, the Servicing Standard; provided that any grant
of consent on the part of the Special Servicer shall be subject to Section
3.08(d), and, further, to the Special Servicer obtaining any consent to the
extent required pursuant to Section 6.11, Section 6.11A and/or Section 6.11B, in
each case if applicable. If the Special Servicer or the Controlling Class
Representative, as applicable, does not respond within such 15-day period, such
party's consent shall be deemed granted. If the Special Servicer or the
Controlling Class Representative, as applicable, consents or is deemed to have
consented to such proposed transfer and/or assumption, then the Master Servicer
(subject to Section 3.08(d) and, where a Special Assumption Mortgage Loan is
involved, further subject to the Master Servicer obtaining any consent to the
extent required pursuant to Section 6.11A and/or Section 6.11B, in each case, if
applicable) shall process such request of the related Mortgagor; and, in the
case of a transfer of the related Mortgaged Property to, and assumption of such
Mortgage Loan by, another Person, the Master Servicer shall be authorized to
enter into an assumption or substitution agreement with the Person, which shall
be a Single Purpose Entity, to whom the related Mortgaged Property has been or
is proposed to be conveyed and/or release the original Mortgagor from liability
under the related Mortgage Loan and substitute as obligor thereunder the Person
to whom the related Mortgaged Property has been or is proposed to be conveyed;
provided, however, that the Master Servicer shall not enter into any such
agreement to the extent that any terms thereof would result in an Adverse REMIC
Event or Adverse Grantor Trust Event or create any lien on a Mortgaged Property
that is senior to, or on parity with, the lien of the related Mortgage. The
Master Servicer shall notify the Trustee, the Special Servicer, each Rating
Agency and, in the case of a Loan Pair, the related Non-Trust Mortgage Loan
Noteholder and, in the case of a Special Assumption Mortgage Loan, the
Controlling Class Representative, 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 copies of all relevant documentation. Subject to
the terms of

                                     -147-
<PAGE>

the related loan documents, no assumption of a Cross-Collateralized Mortgage
Loan shall be made without the assumption of all other Mortgage Loans making up
the related Cross-Collateralized Group. Further, subject to the terms of the
related loan documents and applicable law, no assumption of a Mortgage Loan
shall be made or transfer of interest in a Mortgagor approved, unless all costs
in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

         If any Performing Mortgage Loan contains restrictions on transfers of
the related Mortgaged Property and/or transfers of interests in the related
Mortgagor, and if any such proposed transfer has not been approved pursuant to
the preceding paragraph, then the Master Servicer, on behalf of the Trustee (as
mortgagee of record on behalf of the Certificateholders and, in the case of a
Mortgaged Property relating to a Loan Pair, the related Non-Trust Mortgage Loan
Noteholder) shall, to the extent permitted by applicable law, enforce such
restrictions, unless the Master Servicer has determined, in its reasonable, good
faith judgment that failure to waive such restrictions would be a violation of
the Servicing Standard (as evidenced by an Officer's Certificate setting forth
the basis for such determination delivered, together with copies of all relevant
documentation, to the Trustee and each Rating Agency and, with respect to a Loan
Pair, to the related Non-Trust Mortgage Loan Noteholder and, with respect to a
Special Assumption Mortgage Loan, to the Controlling Class Representative);
provided that any such waiver of such restrictions shall be subject to Section
3.08(d).

         Notwithstanding anything to the contrary in this Section 3.08(a), in
the case of a Special Assumption Mortgage Loan where the approval of the Special
Servicer is not required in connection with a transfer of a related Mortgaged
Property or an assumption of such Mortgage Loan pursuant to the two preceding
paragraphs, the Special Servicer shall not be required to review any
documentation, provide any notice or grant any consent in connection with such
transfer or assumption.

         (b) If, with respect to any Specially Serviced Mortgage Loan, the
Master Servicer receives a request for consent to the transfer of the related
Mortgaged Property to, and assumption of such Mortgage Loan by, another Person
or transfers of certain interests in such Mortgagor, the Master Servicer shall
immediately notify the Special Servicer of such request and deliver to the
Special Servicer the Mortgage File (or a copy thereof) and such other documents
that the Master Servicer shall have received regarding the proposed transfer
and/or assumption; provided, that the Master Servicer shall only be required to
deliver the foregoing items to the extent in its possession and to the extent
such items have not already been delivered to the Special Servicer. Upon consent
by the Special Servicer to any proposed transfer of a Mortgaged Property and
assumption by the proposed transferee of the related Mortgage Loan pursuant to
this Section 3.08(b) with respect to any Specially Serviced Mortgage Loan, the
Special Servicer shall process the request of the related Mortgagor for such
transfer and assumption and shall be authorized to enter into an assumption or
substitution agreement with the Person, which shall be a Single Purpose Entity,
to whom the related Mortgaged Property has been or is proposed to be conveyed
and/or release the original Mortgagor from liability under the related Mortgage
Loan and substitute as obligor thereunder the Person to whom the related
Mortgaged Property has been or is proposed to be conveyed; provided, however,
that the Special Servicer shall not enter into any such agreement to the extent
that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor
Trust Event or create any lien on a Mortgaged Property that is senior to, or on
parity with, the lien of the related Mortgage. The Special Servicer shall notify
the Trustee, the Master Servicer, each Rating Agency and, with respect to a Loan
Pair, the related Non-Trust Mortgage Loan Noteholder, of any assumption or
substitution agreement executed pursuant to this Section 3.08(b) and shall
forward

                                     -148-
<PAGE>

thereto a copy of such agreement. Subject to the terms of the related loan
documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made
without the assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Mortgage Loan shall be made
unless all costs in connection therewith, including any arising from seeking
Rating Agency confirmation, are paid by the related Mortgagor.

         (c) If, with respect to a Performing Mortgage Loan, the Master Servicer
receives a request from the Mortgagor regarding a further encumbrance of the
related Mortgaged Property, 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, 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 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, to the Special Servicer obtaining any consent to the
extent required pursuant to Section 6.11, Section 6.11A or Section 6.11B, as
applicable, grant consent to any such request for such further encumbrance of
the related Mortgaged Property in accordance with the terms of the Mortgage Loan
and this Agreement and subject to the Servicing Standard. If the Special
Servicer does not respond within such 15-day period, 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, 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, in the case of a
Mortgaged Property that relates to a Loan Pair, the related Non-Trust Mortgage
Loan Noteholder) shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related loan documents on further encumbrances of
the related Mortgaged Property, unless the Master Servicer has determined, in
its reasonable, good faith judgment, that failure to waive such restrictions
would be a violation of the Servicing Standard (as evidenced by an Officer's
Certificate setting forth the basis for such determination delivered to the
Trustee and the Special Servicer, each Rating Agency and, with respect to a Loan
Pair, the related Non-Trust Mortgage Loan Noteholder); provided that any such
waiver of such restrictions shall be subject to Section 3.08(d). 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 relates to a
Loan Pair, the related Non-Trust Mortgage Loan Noteholder) shall, to the extent
permitted by applicable law, enforce the restrictions contained in the related
loan documents on further encumbrances of the related Mortgaged Property, and
process all documentation in connection therewith, unless the Special Servicer
has determined, in its reasonable, good faith judgment, that waiver of such
restrictions would be in accordance with the Servicing Standard (as evidenced by
an Officer's Certificate setting forth the basis for such determination
delivered to the Trustee, the Master Servicer, each Rating Agency and, with
respect to a Loan Pair, the related Non-Trust Mortgage Loan Noteholder);
provided that any such waiver of such restrictions shall be subject to Section
3.08(d) and Section 6.11,

                                     -149-
<PAGE>

Section 6.11A or Section 6.11B, 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).

         (d) Notwithstanding anything to the contrary contained in this Section
3.08, (A) (i) if the then unpaid principal balance of the subject Trust Mortgage
Loan is at least equal to $20,000,000, then neither the Master Servicer (with
respect to Performing Trust Mortgage Loans) nor the Special Servicer (with
respect to Specially Serviced Trust Mortgage Loans) 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 Trust Mortgage Loan is at least equal to
2% of the then aggregate principal balance of the Mortgage Pool or (x) the
subject 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
Trust Mortgage Loan (together with any additional loans that would further
encumber the related Mortgaged Property) would be equal to or greater than 85%
or (z) the aggregate debt service coverage ratio of the related Mortgaged
Property (taking into account any additional loans that would further encumber
the related Mortgaged Property) would be less than 1.20x, then the Special
Servicer shall not waive any restrictions contained in the related Mortgage on
further encumbrances of the related Mortgaged Property, unless, in the case of
either (i) or (ii) above, the Special Servicer or the Master Servicer, as the
case may be, shall have received prior written confirmation from S&P that such
action would not result in an Adverse Rating Event, and (B) if the subject 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. 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 its written analysis and
recommendation (in accordance with the Servicing Standard) with respect to the
matters that are the subject thereof, and copies of all relevant supporting
documentation to such Rating Agency. Further, subject to the terms of the
related loan documents and applicable law, no waiver of a restriction contained
in the related Mortgage on transfers of the related Mortgaged Property or
interests in the related Mortgagor or on further encumbrances thereof may be
waived by the Master Servicer or the Special Servicer, as applicable, unless all
costs in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor. To the extent not collected
from the related Mortgagor (or from the Depositor or the UBS Mortgage Loan
Seller pursuant to Section 2.03(e)), any rating agency charges in connection
with the foregoing shall be paid by the Master Servicer as a Servicing Advance.

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

         (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d) and Section 6.11, Section 6.11A and Section 6.11B, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Specially
Serviced Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments,
including

                                     -150-
<PAGE>

pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any ARD Mortgage Loan after its
Anticipated Repayment Date, take any enforcement action with respect to the
payment of Additional Interest (other than the making of requests for its
collection) unless (i) the taking of an enforcement action with respect to the
payment of other amounts due under such ARD Mortgage Loan is, in the good faith
and reasonable judgment of the Special Servicer, 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 the
Master Servicer to 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 that is a Specially Serviced 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 relating to a Loan Pair, on behalf of the related Non-Trust
Mortgage Loan Noteholder, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
and good faith judgment taking into account the factors described in Section
3.18 and the results of any appraisal obtained as provided below in this Section
3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

         If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced 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. If any Mortgage Loan
becomes a Required Appraisal Loan, then the Special Servicer shall (i) obtain or
conduct, as applicable, a Required Appraisal within 60 days of such Mortgage
Loan's becoming a Required Appraisal Loan (unless a Required Appraisal was
obtained or conducted, as applicable, with respect to such Required Appraisal
Loan within the prior 12 months and the Special Servicer reasonably believes, in
accordance with the Servicing Standard, that no material change has subsequently
occurred with respect to the related Mortgaged Property that would draw into
question the applicability of such Required Appraisal) and (ii) obtain or
conduct, as applicable, an update of the most recent Required Appraisal
approximately 12 months following the most recent Required Appraisal or
subsequent update thereof for so long as such Mortgage Loan or any successor REO
Mortgage Loan with resect thereto, as the case may be, remains a Required
Appraisal Loan. The Special Servicer shall deliver copies of all such Required
Appraisals and updated Required Appraisals to the Trustee, the Master Servicer
and, in the case of a Mortgaged Property relating to a Loan Pair, the related
Non-Trust Mortgage Loan Noteholder, in each such case, promptly following the
Special Servicer's receipt of the subject appraisal, and to the Controlling
Class Representative upon request, and based thereon, the Special Servicer shall
calculate and notify the Trustee, the Master Servicer, the Controlling Class
Representative and, in the case of a Loan Pair, the related Non-Trust Mortgage
Loan

                                     -151-
<PAGE>

Noteholder, of any resulting Appraisal Reduction Amount. Such calculations by
the Special Servicer shall be subject to review and confirmation by the Master
Servicer; provided that the Master Servicer may rely on any information provided
by the Special Servicer. The 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 Controlling Class Representative may, at its own
expense, obtain and deliver to the Master Servicer, the Special Servicer and the
Trustee an appraisal that satisfies the requirements of a "Required Appraisal",
and upon the written request of the Controlling Class Representative, the
Special Servicer shall recalculate the Appraisal Reduction Amount in respect of
such Required Appraisal Loan based on the appraisal delivered by the Controlling
Class Representative and shall notify the Trustee, the Master Servicer and the
Controlling Class Representative of such recalculated Appraisal Reduction
Amount. At any time that an Appraisal Reduction Amount exists with respect to a
Loan Pair during a period that such Loan Pair constitutes a Required Appraisal
Loan, the related Non-Trust Mortgage Loan Noteholder may, at its own expense,
obtain and deliver to the Master Servicer, the Special Servicer and the Trustee,
an appraisal that satisfies the requirements of a "Required Appraisal", and upon
the written request of the related Non-Trust Mortgage Loan Noteholder, the
Special Servicer shall recalculate the Appraisal Reduction Amount in respect of
such Required Appraisal Loan based on the appraisal delivered by the such
Non-Trust Mortgage Loan Noteholder, and shall notify the Trustee, the Master
Servicer and such Non-Trust Mortgage Loan Noteholder of such recalculated
Appraisal Reduction Amount.

         (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Mortgaged Property that relates to a
Loan Pair, the related Non-Trust Mortgage Loan Noteholder) under such
circumstances, in such manner or pursuant to such terms as would, in the
reasonable, good faith judgment of the Special Servicer (exercised in accordance
with the Servicing Standard), (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (unless the portion of such REO Property that is not treated as
"foreclosure property" and that is held by REMIC I 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 the case may be, 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/or any related Non-Trust Mortgage Loan Noteholder from
potential liability.

         In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 (with the exception of cash or cash
equivalents pledged as collateral for a Mortgage Loan provided the same are: (i)
immediately distributed on the next Distribution Date or (ii) used to complete
improvements on the related Mortgaged Property) unless either:

               (i) such personal property is incident to real property (within
     the meaning of Section 856(e)(1) of the Code) so acquired by the Special
     Servicer; or

                                     -152-
<PAGE>

               (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 relates to a Loan Pair,
on behalf of the related Non-Trust Mortgage Loan Noteholder), obtain title to a
Mortgaged Property by foreclosure, deed in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of
any such action, the Trustee, on behalf of the Certificateholders (and, in the
case of a Mortgaged Property that relates to a Loan Pair, on behalf of the
related Non-Trust Mortgage Loan Noteholder), would, in the reasonable, good
faith judgment of the Special Servicer, exercised in accordance with the
Servicing Standard, be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law (a
"potentially responsible party"), unless such action is consistent with Section
6.11, Section 6.11A or Section 6.11B, as applicable, and the Special Servicer
has previously determined (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee (and, in the case of a Mortgaged Property that
relates to a Loan Pair, to the related Non-Trust Mortgage Loan Noteholder) that
shall specify all of the bases for such determination), 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 relates to a Loan Pair, the
related Non-Trust Mortgage Loan Noteholder), that:

               (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that acquiring such
     Mortgaged Property and taking such actions as are necessary to bring the
     Mortgaged Property in compliance therewith is reasonably likely to produce
     a greater recovery to the Certificateholders (or, if a Loan Pair is
     involved, to the Certificateholders and the related Non-Trust Mortgage Loan
     Noteholders), as a collective whole, on a present value basis than not
     acquiring such Mortgaged Property and not taking such actions; and

               (ii) there are no circumstances or conditions present at the
     Mortgaged Property relating to the use, management or disposal of Hazardous
     Materials for which investigation, testing, monitoring, containment,
     clean-up or remediation could be required under any applicable
     environmental laws and regulations or, if such circumstances or conditions
     are present for which any such action could be required, that acquiring
     such Mortgaged Property and taking such actions with respect to such
     Mortgaged Property is reasonably likely to produce a greater recovery to
     the Certificateholders (or, if a Loan Pair is involved, to the
     Certificateholders and the related Non-Trust Mortgage Loan Noteholders), as
     a collective whole, on a present value basis than not acquiring such
     Mortgaged Property and not taking such actions.

         The Special Servicer shall undertake good faith 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

                                     -153-
<PAGE>

Assessment shall be covered by, and reimbursable as, a Servicing Advance; and if
any such Environmental Assessment so warrants, the Special Servicer shall
perform or cause to be performed such additional environmental testing as it
deems necessary and prudent to determine whether the conditions described in
clauses (i) and (ii) of the preceding paragraph have been satisfied (the cost of
any such additional testing also to be covered by, and reimbursable as, a
Servicing Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05 or
Section 3.05A, as applicable (or, in the case of any Loan Pair, to the extent
the funds in the related Loan Pair 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 Mortgage Loan, the Special Servicer shall take
such action as is in accordance with the Servicing Standard (other than
proceeding to acquire title to the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Non-Trust Mortgage Loan is affected, the related Non-Trust Mortgage Loan
Noteholder), subject to Section 6.11, Section 6.11A and Section 6.11B, 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
Trustee and, if a Loan Pair is affected, the related Non-Trust Mortgage Loan
Noteholder, monthly in writing as to any actions taken by the Special Servicer
with respect to any Mortgaged Property that represents security for a 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.

         (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the affected Mortgage Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

         (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Mortgaged Property
required by Section 6050H of the Code and the reports of foreclosures and
abandonments of any Mortgaged Property and the information returns relating to
cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050J and 6050P of the Code. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.

         (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Mortgage Loan or REO Property, it shall
promptly notify the Trustee, the Master Servicer and, if a Loan Pair is
affected, the related Non-Trust Mortgage Loan Noteholder. The Special Servicer
shall maintain accurate records, prepared by a Servicing Officer, of each such
Final Recovery Determination (if any) and the basis thereof. Each such Final
Recovery Determination (if any) shall be

                                     -154-
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evidenced by an Officer's Certificate delivered to the Trustee, the Master
Servicer and, if a Loan Pair is affected, the related Non-Trust Mortgage Loan
Noteholder, no later than the seventh Business Day following such Final Recovery
Determination.

         SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage
                       Files.

         (a) Upon the payment in full of any 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, in the
case of a Non-Trust Mortgage Loan, the related 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 appropriate 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 Non-Trust
Mortgage Loan, the original of the Mortgage Note for such 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 Non-Trust Mortgage Loan, the Trustee shall cause the related
Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such
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.

         (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof) (or the
original of the Mortgage Note for a 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 Non-Trust Mortgage Loan,
the Trustee shall cause the related 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) (or such original Mortgage Note for
a Non-Trust Mortgage Loan) to the Trustee or related Custodian (or to the
related Non-Trust Mortgage Loan Noteholder), or the delivery to the Trustee (or
to the related Non-Trust Mortgage Loan Noteholder) of a certificate of a
Servicing Officer of the Special Servicer stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection with
such liquidation that are required to be deposited into the related Custodial
Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or
will be so deposited, or that the related Mortgaged Property has become an REO
Property, the Request for Release shall be released by the Trustee or related
Custodian to the Master Servicer or the Special Servicer, as applicable.

         (c) Within three Business Days (or within such shorter period as
execution and delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee (and, in the case of

                                     -155-
<PAGE>

a Mortgaged Property securing a Loan Pair, the related Non-Trust Mortgage Loan
Noteholder) of an exigency) of the Special Servicer's request therefor, the
Trustee shall execute and deliver to the Special Servicer (or the Special
Servicer may execute and deliver in the name of the Trustee (on behalf of the
Certificateholders and, in the case of a Mortgaged Property securing a Loan
Pair, the related Non-Trust Mortgage Loan Noteholder) based on a limited power
of attorney issued in favor of the Special Servicer pursuant to Section
3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for
trustee's sale or other documents stated by the Special Servicer to be
reasonably necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity or to defend any legal
action or counterclaim filed against the Trust Fund, the Master Servicer, the
Special Servicer or any related Non-Trust Mortgage Loan Noteholder. Together
with such documents or pleadings, the Special Servicer shall deliver to the
Trustee (and, in the case of a Mortgaged Property securing a Loan Pair, the
related 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 Mortgaged Property securing a Loan
Pair, also on behalf of the related Non-Trust Mortgage Loan Noteholder) will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity, or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

         SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain
                       Matters Regarding Servicing Advances.

         (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each
Mortgage Loan, including each Specially Serviced Mortgage Loan, and each REO
Mortgage Loan. As to each Mortgage Loan and REO Mortgage Loan, the Master
Servicing Fee shall: (i) accrue from time to time at the related Master
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the case of a
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto,
on an Actual/360 Basis) (or, in the event that a Principal Prepayment in full or
other Liquidation Event shall occur with respect to any 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 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
Mortgage Loan and REO Revenues allocable as interest on each REO Mortgage Loan.
The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in
respect of any 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. The right to receive the Master Servicing

                                     -156-
<PAGE>

Fee may not be transferred in whole or in part except in connection with the
transfer of all of the Master Servicer's responsibilities and obligations under
this Agreement.

         (b) Additional 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
Deposit Proceeds), in each case to the extent actually paid by a Mortgagor with
respect to any Mortgage Loan and accrued during the time that such Mortgage Loan
was a Performing Mortgage Loan, (ii) 100% of each modification fee or extension
fee and any other applicable fees actually paid by a Mortgagor with respect to a
modification, consent, extension, waiver or amendment agreed to by the Master
Servicer pursuant to this Agreement if the approval or consent of the Special
Servicer (or the Controlling Class Representative with respect to an extension
of maturity granted pursuant to Section 3.20(c)) was not required in connection
therewith, and 50% of such fees if the approval or consent of the Special
Servicer (or the Controlling Class Representative with respect to an extension
of maturity granted pursuant to Section 3.20(c)) was required in connection
therewith (provided, that the Master Servicer shall not be entitled to any
portion of any modification fee or extension fee that is paid by a Mortgagor in
connection with an extension of the maturity date of a Performing Mortgage Loan
approved by the Special Servicer in accordance with Section 3.20(d)), and 100%
of any fee actually paid by a Mortgagor in connection with a defeasance of a
Mortgage Loan as contemplated under Section 3.20, and (iii) with respect to any
Performing Mortgage Loan, 50% of any and all assumption fees, 100% of any and
all assumption application fees up to $5,000 in connection with each assumption,
transfer or substitution and 50% of the excess, if any, of the assumption
application fees received with respect to each assumption, transfer or
substitution, over $5,000, in each case actually paid by a Mortgagor in
accordance with the related loan documents, in each case with respect to any
transfer of a Mortgaged Property or assumption or substitution agreement entered
into by the Master Servicer on behalf of the Trust (or, in the case of a Loan
Pair, on behalf of the Trust and the related Non-Trust Mortgage Loan Noteholder)
pursuant to Section 3.08(a) or paid by a Mortgagor with respect to any transfer
of an interest in a Mortgagor pursuant to Section 3.08(a), shall be retained by
the Master Servicer or promptly paid to the Master Servicer by the Special
Servicer and such additional 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 (except in the case of a Non-Trust Mortgage Loan); (ii)
interest or other income earned on deposits in the Custodial Accounts in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period);
and (iii) to the extent not required to be paid to any Mortgagor under
applicable law, any interest or other income earned on deposits in the Servicing
Accounts, the Reserve Accounts and the Defeasance Deposit Account maintained
thereby (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account for each Collection Period).

         (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan. With respect to
each Specially Serviced Mortgage Loan and REO Mortgage Loan, for any calendar
month (or portion thereof), the Special Servicing Fee shall: (i) accrue from
time to time at the Special Servicing Fee Rate on the same principal amount as
interest accrues from time to time on such Mortgage Loan or is deemed to accrue
from time to time on such REO Mortgage Loan; and (ii) be calculated on a 30/360
Basis (or, in the case of a Non-Trust Mortgage Loan or any successor REO
Mortgage Loan with respect thereto, on an Actual/360 Basis) (or, in the event
that a Principal

                                     -157-
<PAGE>

Prepayment in full or other Liquidation Event shall occur with respect to any
Specially Serviced Mortgage Loan or REO Mortgage Loan on a date that is not a
Due Date, on the basis of the actual number of days to elapse from and including
the most recently preceding related Due Date to but excluding the date of such
Principal Prepayment or Liquidation Event, in a month consisting of 30 days and,
in the case of any other partial period that does not run from one Due Date
through and including the day immediately preceding the next Due Date, on the
basis of the actual number of days in such period in a month consisting of 30
days). The Special Servicing Fee with respect to any Specially Serviced Mortgage
Loan or REO Mortgage Loan shall cease to accrue as of the date a Liquidation
Event occurs in respect thereof or it becomes a Corrected Mortgage Loan. Earned
but unpaid Special Servicing Fees shall be payable monthly out of general
collections on the Mortgage Loans and any REO Properties (or, in the case of the
Special Servicing Fees in respect of any Non-Trust Mortgage Loan, solely out of
collections relating to the related Loan Pair or any related REO Property) on
deposit in the appropriate Custodial Account pursuant to Section 3.05 or Section
3.05A, as applicable.

         As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each such Corrected Mortgage Loan, the Workout
Fee shall be payable from, and shall be calculated by application of the Workout
Fee Rate to, all collections of principal, interest (other than Default
Interest, Additional Interest and Excess Defeasance Deposit Proceeds),
Prepayment Premiums and/or Yield Maintenance Charges received on such Mortgage
Loan for so long as it remains a Corrected Mortgage Loan; provided that no
Workout Fee shall be payable from, or based upon the receipt of, Liquidation
Proceeds collected in connection with the acquisition of any such Specially
Serviced Mortgage Loan or REO Property by all the Certificateholders (acting
together) in exchange for all the Certificates pursuant to Section 9.01 or the
purchase of any such Specially Serviced Mortgage Loan or REO Property by a
Purchase Option Holder pursuant to Section 3.18, by the Depositor, Lehman
Brothers, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, by any related Non-Trust Mortgage Loan
Noteholder or its designee pursuant to the related Co-Lender Agreement, by the
Depositor pursuant to Section 2.03 or the UBS Mortgage Loan Seller pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement, or by the holder of a
related mezzanine loan pursuant to a purchase right in connection with a
Mortgage Loan default as set forth in the related intercreditor agreement. The
Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable
if such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan
or if the related Mortgaged Property becomes an REO Property; provided that a
new Workout Fee will become payable if and when the particular Mortgage Loan
again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated
or removed or resigns, it shall retain the right to receive any and all Workout
Fees payable in respect of (i) any Mortgage Loan that became a Corrected
Mortgage Loan during the period that it acted as Special Servicer and were still
such at the time of such termination, removal or resignation and (ii) any
Specially Serviced Mortgage Loan for which the Special Servicer has resolved the
circumstances and/or conditions causing any such Mortgage Loan to be a Specially
Serviced Mortgage Loan such that the related Mortgagor has made at least one
timely Monthly Payment as of the date of such termination, removal or
resignation and such Mortgage Loan otherwise meets the requirements of a
Corrected Mortgage Loan, with the Workout Fee with respect to such Mortgage Loan
payable only after such requirements have been met without the occurrence of any
further Servicing Transfer Event (and the successor Special Servicer shall not
be entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such Mortgage Loan ceases to be payable in accordance with the
preceding sentence.

                                     -158-
<PAGE>

         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 and REO Property as to which it receives a
full, partial or discounted payoff and, subject to the provisos to the next
sentence, each Specially Serviced Mortgage Loan and REO Property as to which it
receives any Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds.
As to each such Specially Serviced Mortgage Loan or REO Property, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full, partial or discounted payoff and/or such
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds (exclusive of
any portion of such payoff or proceeds that represents Default Interest and/or
Additional Interest); provided that no Liquidation Fee shall be payable (i) with
respect to any such Specially Serviced Mortgage Loan that becomes a Corrected
Mortgage Loan or (ii) from, or based upon the receipt of, Liquidation Proceeds
collected in connection with the acquisition of any Specially Serviced Trust
Mortgage Loan or REO Property by all the Certificateholders (acting together) in
exchange for all the Certificates pursuant to Section 9.01 or the purchase of
any Specially Serviced Trust Mortgage Loan or REO Property by a Purchase Option
Holder pursuant to Section 3.18, by the Depositor, Lehman Brothers, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer pursuant
to Section 9.01, by any related Non-Trust Mortgage Loan Noteholder or its
designee pursuant to the related Co-Lender Agreement, by the Depositor pursuant
to Section 2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement in connection with a Material Document Defect
or a Material Breach (in either such case, prior to the expiration of the
Initial Resolution Period plus the applicable Resolution Extension Period for
the subject Material Document Defect or Material Breach, as applicable, that
gave rise to the particular repurchase obligation), by the Depositor pursuant to
Section 2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement in connection with the defeasance of any Early
Defeasance Mortgage Loan prior to the second anniversary of the Closing Date, 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, if such Specially Serviced Trust Mortgage Loan is
the Monroeville Mall Trust Mortgage Loan or such REO Property is the Monroeville
Mall Mortgaged Property, any purchase of such Trust Mortgage Loan or REO
Property by the Class MM Directing Certificateholder pursuant to Section 6.11B;
and provided, further, that, in connection with any purchase of a Trust Mortgage
Loan by the Depositor pursuant to Section 2.03 or the UBS Mortgage Loan Seller
pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement in connection
with a Material Document Defect or a Material Breach (in either case, subsequent
to the termination of the Initial Resolution Period plus the Resolution
Extension Period for the subject Material Document Defect or Material Breach, as
applicable, that gave rise to the particular repurchase obligation), the
Liquidation Fee shall equal 1% of the Stated Principal Balance of the
repurchased 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, a Workout Fee and/or Liquidation Fee
payable in accordance with the two preceding paragraphs with respect to a Trust
Mortgage Loan or an REO Trust Mortgage Loan that is part of a Loan Pair shall be
paid, first from collections received on the related Non-Trust Mortgage Loan or
any successor REO Mortgage Loan with respect thereto pursuant to Section 3.05A;
and then, from collections received on such Trust Mortgage Loan or REO Trust
Mortgage Loan pursuant to Section 3.05A or, if applicable, Section 3.05(a). Any
Workout Fee and/or Liquidation Fee payable with respect to a Non-Trust Mortgage
Loan may be paid in accordance with the two preceding paragraphs solely from
collections received on such Non-Trust Mortgage Loan or successor REO Mortgage
Loan.

                                     -159-
<PAGE>

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

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

         (d) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected that accrued while the subject Mortgage Loan
was a Specially Serviced Mortgage Loan or an REO Mortgage Loan, (ii) with
respect to any Specially Serviced Mortgage Loan, 100% of any and all assumption
fees, assumption application fees and other applicable fees, actually paid by a
Mortgagor in accordance with the related loan documents, with respect to any
transfer of the Mortgaged Property or any assumption or substitution agreement
entered into by the Special Servicer on behalf of the Trust (or, in the case of
a Loan Pair, on behalf of the Trust and the related Non-Trust Mortgage Loan
Noteholder) pursuant to Section 3.08(b) or paid by a Mortgagor with respect to
any transfer of an interest in a Mortgagor pursuant to Section 3.08(b), (iii)
with respect to any Performing Mortgage Loan, 50% of the excess, if any, of any
assumption application fees received by the Master Servicer with respect to each
assumption, transfer or substitution, over $5,000, and 50% of any and all
assumption fees, in each case actually paid by the Mortgagor in accordance with
the related loan documents with respect to any agreement regarding a transfer of
a Mortgaged Property or any assumption or substitution agreement entered into by
the Master Servicer on behalf of the Trust pursuant to Section 3.08(a) or paid
by the Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(a), and (iv) any and all modification fees, consent
fees, extension fees and similar fees actually collected on the Mortgage Loans
that are not otherwise payable to the Master Servicer as additional servicing
compensation pursuant to Section 3.11(b) (including, without limitation, 50% of
each modification fee or extension fee actually paid by the Mortgagor with
respect to a modification, consent, waiver or amendment agreed to by the Master
Servicer pursuant to this Agreement if the approval or consent of the Special
Servicer (or the Controlling Class Representative with respect to an extension
of maturity granted pursuant to Section 3.20(c)) was required in connection
therewith and 100% of any modification fee or extension fee and any other
applicable fee that is actually paid by the Mortgagor in connection with an
extension of the maturity date of a Performing Mortgage Loan approved by the
Special Servicer in accordance with Section 3.20(d)), 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 Accounts, if
established, in accordance with Section 3.06(b) (but only to the extent of the
Net Investment Earnings, if any, with respect to such account for each
Collection Period).

         (e) The Master Servicer and the Special Servicer shall each be required
to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy obtained by
it insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of any of the Custodial
Accounts or, in the case of the Special Servicer, any of the REO Accounts, and
neither the Master Servicer nor the Special Servicer shall be entitled to
reimbursement for such expenses except as expressly provided in this Agreement.

                                     -160-
<PAGE>

         (f) If the Master Servicer is required under any provision of this
Agreement to make a Servicing Advance, but 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, give written
notice of such failure to the Master Servicer. If such Servicing Advance is not
made by the Master Servicer within three Business Days after such notice is
given to the Master Servicer, then (subject to Section 3.11(h)) the Trustee
shall make such Servicing Advance. If the Trustee fails to make any Servicing
Advance required to be made under this Agreement, then (subject to Section
3.11(h)) the Fiscal Agent shall make such Servicing Advance within one Business
Day of such failure by the Trustee and, if so made, the Trustee shall be deemed
not to be in default under this Agreement.

         (g) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each Servicing Advance made
thereby (with its own funds) for so long as such Servicing Advance is
outstanding, such interest to be payable: (i) first, in accordance with Sections
3.05 and 3.26, out of any Default Charges collected on or in respect of the
particular 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 any Loan Pair or related Mortgaged Property, then such interest
shall first be payable out of amounts on deposit in the related Loan Pair
Custodial Account in accordance with Section 3.05A. The Master Servicer shall
reimburse itself, the Trustee or the Fiscal Agent, as appropriate and 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 related 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 (as contemplated by Section
3.05(a)(vii)), any of the Master Servicer, the Trustee or the 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 6 months
or such longer period of time (not to exceed 12 months) 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 Trustee or the 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 the Fiscal Agent, or a breach of any other contractual obligation
owed to the Certificateholders by any party to this Agreement.

         (h) Notwithstanding anything herein to the contrary, none of the Master
Servicer, the Trustee or the Fiscal Agent shall be required to make out of its
own funds any Servicing Advance that would, if made, constitute a Nonrecoverable
Servicing Advance. The determination by the Master Servicer that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be made in
accordance with the

                                     -161-
<PAGE>

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 Loan Pair, the related Non-Trust Mortgage Loan
Noteholder), setting forth the basis for such determination, together with a
copy of any appraisal of the related Mortgaged Property or REO Property, as the
case may be (which appraisal shall be an expense of the Trust, shall take into
account the factors specified in Section 3.18 and shall have 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
possession) and any engineers' reports, environmental surveys or similar reports
that the Master Servicer may have obtained and that support such determination.
The Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any
determination by the Master Servicer that a Servicing Advance, if made, would be
a Nonrecoverable Advance; provided, however, that if the Master Servicer has
failed to make a Servicing Advance for reasons other than a determination by the
Master Servicer that such Servicing Advance would be a Nonrecoverable Advance,
the Trustee or the Fiscal Agent, as applicable, shall make such Servicing
Advance within the time periods required by Section 3.11(f) unless the Trustee
or the Fiscal Agent, in good faith, makes a determination that such Servicing
Advance would be a Nonrecoverable Advance.

         (i) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an REO Property is involved) pay directly out of the
Pool Custodial Account or a Loan Pair Custodial Account, as applicable, any
servicing expense that, if advanced by the Master Servicer or the Special
Servicer, would constitute a Nonrecoverable Servicing Advance; provided that the
Master Servicer (or the Special Servicer, if a Specially Serviced Mortgage Loan
or an REO Property is involved) has determined in accordance with the Servicing
Standard that making such payment, in the case of withdrawals from a Loan Pair
Custodial Account, is in the best interests of the Certificateholders and the
related Non-Trust Mortgage Loan Noteholder (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 Non-Trust Mortgage Loan
Noteholder, setting forth the basis for such determination and accompanied by
any information that such Person may have obtained that supports such
determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be promptly delivered to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the
Master Servicer. The Master Servicer may conclusively rely on any information in
this regard provided by the Special Servicer (if other than the Master Servicer
or an Affiliate thereof).

         (j) Notwithstanding anything to the contrary in this Agreement, the
Master Servicer shall not waive any fees that would be due or partially due to
the Special Servicer without the Special Servicer's consent and the Special
Servicer shall not waive any fees that would be due or partially due to the
Master Servicer without the Master Servicer's consent.

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         SECTION 3.12. Property Inspections; Collection of Financial Statements;
                       Delivery of Certain Reports.

         (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after the
related Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually
thereafter for so long as the related Mortgage Loan remains a Specially Serviced
Mortgage Loan, the cost of which shall be paid by the 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 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 2004, the Master Servicer shall at its expense perform or
cause to be performed a physical inspection of each Mortgaged Property securing
a Performing Mortgage Loan: (i) at least once every two calendar years in the
case of Mortgaged Properties securing Mortgage Loans that have outstanding
principal balances of (or Mortgaged Properties having allocated loan amounts of)
$2,000,000 or less; and (ii) at least once every calendar year in the case of
all other such Mortgaged Properties; provided 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 Non-Trust Mortgage Loan Noteholder (if the subject
Mortgaged Property relates to a Loan Pair) and each other a written report of
each such inspection performed by it that sets forth in detail the condition of
the Mortgaged Property and that specifies the existence of: (i) any sale,
transfer or abandonment of the Mortgaged Property of which the Master Servicer
or the Special Servicer, as applicable, is aware, (ii) any change in the
condition or value of the Mortgaged Property that the Master Servicer or the
Special Servicer, as applicable, in its reasonable, good faith judgment,
considers material, or (iii) any waste committed on the Mortgaged Property. The
Master Servicer and Special Servicer shall each forward copies of any such
inspection reports prepared by it to the Underwriters and the Controlling Class
Representative upon request, subject to payment of a reasonable fee.

         The Special Servicer, in the case of each Specially Serviced Mortgage
Loan and each REO Mortgage Loan, and the Master Servicer, in the case of each
Performing Mortgage Loan, shall each, consistent with the Servicing Standard,
use reasonable efforts to obtain quarterly, annual and other periodic operating
statements and rent rolls with respect to each of the related Mortgaged
Properties and REO Properties. The Special Servicer shall, promptly following
receipt, deliver copies of the operating statements and rent rolls received or
obtained by it to the Master Servicer, and the Master Servicer shall promptly
deliver copies of the operating statements and rent rolls received or obtained
by it to the Trustee, the Special Servicer, the related Non-Trust Mortgage Loan
Noteholder (if the subject Mortgaged Property relates to a Loan Pair) or any
Controlling Class Certificateholder, in each case upon request. The Special
Servicer shall, promptly following receipt, deliver copies of the materials
received or obtained by it pursuant to the foregoing sentence to the Master
Servicer, and the Master Servicer shall promptly deliver copies of all such
materials received or obtained by it pursuant to the foregoing sentence and this
sentence to the Trustee, the Special Servicer, any Controlling Class
Certificateholders and the related Non-Trust Mortgage Loan Noteholder, in each
case upon request.

         Within 30 days after receipt by the Master Servicer of any annual
operating statements with respect to any Mortgaged Property or REO Property, the
Master Servicer with respect to a

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Performing Mortgage Loan and the Special Servicer with respect to a Specially
Serviced Mortgage Loan shall prepare or update and forward to the Trustee a CMSA
NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon
request, the annual operating statements attached thereto as an exhibit).

         The Master Servicer with respect to a Performing Mortgage Loan and the
Special Servicer with respect to a Specially Serviced Mortgage Loan shall
prepare and maintain one CMSA Operating Statement Analysis Report for each
Mortgaged Property and REO Property. The CMSA Operating Statement Analysis
Report for each 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 or any Controlling Class Certificateholder, in each case upon
request.

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

         (c) Not later than 2:00 p.m. (New York City time) on the first Business
Day prior to each Distribution Date, the Master Servicer shall deliver or cause
to be delivered to the Trustee, the Rating Agencies, the Special Servicer and,
upon request, any Controlling Class Certificateholder: (i) the most recent CMSA
Historical Loan Modification 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 Loan Setup File (if modified), CMSA Delinquent Loan Status
Report, CMSA Comparative Financial Status Report and Loan Payoff Notification
Report (in each case combining the reports prepared by the Special Servicer and
the Master Servicer); and (iii) a CMSA Servicer Watch List with information that
is current as of the related Determination Date with respect to the Mortgage
Loans. The Master Servicer shall include on one of such reports updated
information as of the applicable Determination Date

                                     -164-
<PAGE>

regarding the amount of accrued and unpaid interest on Advances in accordance
with Section 3.11(g), 4.03(d) and/or 4.03A(d) such information to be presented
on a loan-by-loan basis.

         If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
it shall forward such information in the form of a Supplemental Report to the
Trustee in accordance with Section 4.02(a).

         (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee, the Special Servicer and, upon request,
any Controlling Class Certificateholder the reports set forth in Section 3.12(c)
in an electronic format reasonably acceptable to the Master Servicer and the
Trustee. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12(b).
The Trustee may, absent manifest error, conclusively rely on the reports to be
provided by the Master Servicer pursuant to Section 3.12(c) to the extent that
the underlying information is solely within the control of the Master Servicer
or the Special Servicer. In the case of information or reports to be furnished
by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent
that such information is based on reports to be provided by the Special Servicer
pursuant to Section 3.12(b) and/or that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b), so long as the
Master Servicer and the Special Servicer are not the same Person or Affiliates,
the Master Servicer shall have no obligation to provide such information or
reports until it has received such information or reports from the Special
Servicer, and the Master Servicer shall not be in default hereunder due to a
delay in providing the reports required by Section 3.12(c) caused by the Special
Servicer's failure to timely provide any report required under Section 3.12(b)
of this Agreement.

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

         SECTION 3.12A. Delivery of Certain Reports to the Non-Trust Mortgage
                        Loan Noteholders.

         (a) The Master Servicer shall promptly deliver to each 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 that secures such Non-Trust Mortgage
Loan Noteholder's Non-Trust Mortgage Loan.

         (b) If the Mortgage Loans forming any Loan Pair constitute Specially
Serviced Mortgage Loans, or if the Mortgaged Property for such Loan Pair has
become an REO Property, then each calendar month, not later than 2:00 p.m. (New
York City time) on the second Business Day prior to each Determination Date, the
Special Servicer shall deliver or cause to be delivered to the Master Servicer
the following reports with respect to such Loan Pair and/or the related
Mortgaged Property, providing the required information as of the end of the
preceding calendar month: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial

                                     -165-
<PAGE>

Status Report (or similar report satisfactory to the Master Servicer). If the
Mortgage Loans forming any Loan Pair constitute Specially Serviced Mortgage
Loans, or if the Mortgaged Property for such Loan Pair has become an REO
Property, then each calendar month, not later than 2:00 p.m. (New York City
time) on the second Business Day prior to the Master Servicer Remittance Date in
such month, the Special Servicer shall deliver or cause to be delivered to the
Master Servicer such of the following reports as may be relevant with respect to
such Loan Pair and/or the related Mortgaged Property: (i) a CMSA Delinquent Loan
Status Report; (ii) a Loan Payoff Notification Report, (iii) a CMSA Historical
Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected
Mortgage Loan Report; and (v) a CMSA REO Status Report.

         (c) Not later than 2:00 p.m. (New York City time) on the Business Day
prior to each Master Servicer Remittance Date (or, with respect to the Polaris
Fashion Place Loan Pair and the Pembroke Lakes Mall Loan Pair, on the Master
Servicer Remittance Date), the Master Servicer shall, with respect to each Loan
Pair, prepare all Loan Pair Servicing Reports as may be relevant and that are
not otherwise required to be prepared by the Special Servicer pursuant to
Section 3.12A(b). The Master Servicer shall include on one of such reports
updated information as of the applicable Determination Date regarding the amount
of accrued and unpaid interest on Advances in accordance with Section 3.11(g),
4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan
basis.

         (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.12A(b). In the case of information or
reports to be furnished by the Master Servicer to any 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 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 Non-Trust Mortgage Loan Noteholders.

         (a) On the Business Day prior to each Master Servicer Remittance Date
(or, with respect to the Polaris Fashion Place Loan Pair and the Pembroke Lakes
Mall Loan Pair, on the Master Servicer Remittance Date), the Master Servicer
shall forward to the applicable Non-Trust Mortgage Loan Noteholder all Loan Pair
Servicing Reports prepared with respect to each Loan Pair, pursuant to Section
3.12A, during the calendar month in which such applicable Master Servicer
Remittance Date occurs.

         (b) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.12B(a) to the
extent it receives the necessary underlying

                                     -166-
<PAGE>

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.

         The Master Servicer shall deliver to the Trustee, the Rating Agencies,
the Depositor, the Underwriters and each Non-Trust Mortgage Loan Noteholder, and
the Special Servicer shall deliver to the Trustee and the Depositor, on or
before April 30 of each year, beginning in 2004 (or, as to any such year, such
earlier date as is contemplated by the last sentence of this Section 3.13), an
Officer's Certificate (the "Annual Performance Certification") stating, as to
the signer thereof, that (i) a review of the activities of the Master Servicer
or the Special Servicer, as the case may be, during the preceding calendar year
(or, in the case of the first such certification, during the period from the
Closing Date to December 31, 2003, inclusive) and, in particular, of its
performance under this Agreement, has been made under such officer's
supervision, (ii) to such officer's knowledge, based on such review, the Master
Servicer or the Special Servicer, as the case may be, has fulfilled all of its
material obligations under this Agreement in all material respects throughout
such preceding calendar year or portion thereof (or, if there has been a default
in the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof), and (iii) the Master Servicer
or the Special Servicer, as the case may be, has received no notice regarding
the qualification, or challenging the status, of any REMIC Pool as a REMIC or
the Grantor Trust as a grantor trust, from the IRS or any other governmental
agency or body (or, if it has received any such notice, specifying the details
thereof). Notwithstanding the timing provided for in the first sentence of this
paragraph, if (as confirmed in writing by the Depositor) the Depositor is
required to file a Form 10-K with the Commission in respect of the Trust
covering any particular calendar year, then the Annual Performance Certification
to be delivered by each of the Master Servicer and the Special Servicer during
the following year, shall be delivered on or before March 20 of such following
year; and the Master Servicer and the Special Servicer are hereby notified that
the Depositor is required to file a Form 10-K with the Commission in respect of
the Trust covering calendar year 2003. The Trustee shall forward the foregoing
certificate of the Special Servicer to the Rating Agencies to the extent in its
possession.

         SECTION 3.14. Reports by Independent Public Accountants.

         On or before April 30 of each year, beginning in 2004 (or, as to any
such year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also

                                     -167-
<PAGE>

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 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 a Form 10-K with the Commission in respect of the
Trust covering any particular calendar year, then the Annual Accountants' Report
to be delivered on behalf of each of the Master Servicer and the Special
Servicer during the following year, shall be delivered on or before March 20 of
such following year; and the Master Servicer and the Special Servicer are hereby
notified that the Depositor is required to file a Form 10-K with the Commission
in respect of the Trust covering calendar year 2003.

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

         SECTION 3.15. Access to Certain Information.

         (a) The Master Servicer shall afford to the Trustee, the Underwriters,
the Rating Agencies, the Depositor, any Certificateholder, each Non-Trust
Mortgage Loan Noteholder and any Certificate Owner (identified as such to the
reasonable satisfaction of the Master Servicer), and to the OTS, the FDIC and
any other banking or insurance regulatory authority that may exercise authority
over any Certificateholder, Certificate Owner (identified as such to the
reasonable satisfaction of the Master Servicer) or Non-Trust Mortgage Loan
Noteholder, and the Special Servicer shall afford to the Trustee and to the OTS,
the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, Certificate Owner or Non-Trust
Noteholder, access to any records regarding the Mortgage Loans and the servicing
thereof within its control (which access shall be limited, in the case of any
Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such
access in respect of a Non-Trust Mortgage Loan Noteholder, to records relating
to the related 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

                                     -168-
<PAGE>

Certificateholders or any Non-Trust Mortgage Loan Noteholder. Such access shall
be afforded only upon reasonable prior written request and during normal
business hours at the offices of the Master Servicer or the Special Servicer, as
the case may be, designated by it.

         In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a
Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise
authority over a Certificateholder, a Certificate Owner or a Non-Trust Mortgage
Loan Noteholder, the Master Servicer and the Special Servicer each may require
payment from such Certificateholder, Certificate Owner or 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 each shall require (prior to affording
such access) a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, as the case may be, generally to the effect
that such Person is a Holder of Certificates or a beneficial holder of
Book-Entry Certificates and will keep such information confidential.

         Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

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

         SECTION 3.16. Title to REO Property; REO Accounts.

         (a) If title to any Mortgaged Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders and, in the case of a

                                     -169-
<PAGE>

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

         The Special Servicer, on behalf of the Trust Fund and any affected
Non-Trust Mortgage Loan Noteholder, shall sell any REO Property by the end of
the third calendar year following the calendar year in which REMIC I (or, if
applicable, the related Loan REMIC) acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for and is granted an extension of time (an "REO Extension") by the
IRS to sell such REO Property or (ii) obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee, the Special Servicer and the Master Servicer,
to the effect that the holding by REMIC I (or, if applicable, the related Loan
REMIC) of such REO Property subsequent to the end of such third succeeding year
will not result in the imposition of taxes on "prohibited transactions" (as
defined in Section 860F of the Code) of any REMIC Pool or cause any REMIC Pool
to fail to qualify as a REMIC at any time that any Certificates are outstanding.
If the Special Servicer is granted the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell the subject REO Property within such extended period as is
permitted by such REO Extension or such Opinion of Counsel, as the case may be.
Any expense incurred by the Special Servicer in connection with its obtaining
the REO Extension contemplated by clause (i) of the second preceding sentence or
its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.

         (b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur in respect of any
Mortgaged Property (other than a Mortgaged Property securing a Loan Pair), the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "Pool REO Account"), held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each REO Property (other than any REO Property
relating to a Loan Pair). If such REO Acquisition occurs with respect to a
Mortgaged Property securing a Loan Pair, the Special Servicer shall establish an
REO Account solely with respect to such property (the "Polaris Fashion Place REO
Account", in the case of an REO Property that was formerly the Polaris Fashion
Place Mortgaged Property; the "Pembroke Lakes Mall REO Account", in the case of
an REO Property that was formerly the Pembroke Lakes Mall Mortgaged Property;
and the "Westfield Shoppingtown REO Account", in the case of an REO Property
that was formerly the Westfield Shoppingtown Mortgaged Property), to be held for
the benefit of the Certificateholders and the applicable Non-Trust Mortgage Loan
Noteholder. The Pool REO Account, the Polaris Shopping Place REO Account, the
Pembroke Lakes Mall REO Account and the Westfield Shoppingtown REO Account shall
each be an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in the

                                     -170-
<PAGE>

applicable REO Account, upon receipt, all REO Revenues, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds received in respect of any REO
Property. Funds in an REO Account (other than any such funds representing
Additional Interest) may be invested in Permitted Investments in accordance with
Section 3.06. The Special Servicer shall be entitled to make withdrawals from an
REO Account to pay itself, as additional special servicing compensation in
accordance with Section 3.11(d), interest and investment income earned in
respect of amounts held in such REO Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to such REO
Account for any Collection Period). The Special Servicer shall give notice to
the Trustee and the Master Servicer of the location of each REO Account, and
shall give notice to each Non-Trust Mortgage Loan Noteholder of the location of
any related REO Account, in each case when first established and of the new
location of any such REO Account prior to any change thereof.

         (c) The Special Servicer shall withdraw from the related REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any 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 Determination Date, the Special Servicer shall withdraw from each REO
Account and deposit into the corresponding Custodial Account (or deliver to the
Master Servicer or such other Person as may be designated by the Master Servicer
for deposit into the corresponding Custodial Account) the aggregate of all
amounts received in respect of each REO Property during the Collection Period
ending on such Determination Date, net of any withdrawals made out of such
amounts pursuant to the preceding sentence; provided that the Special Servicer
may retain in an REO Account such portion of proceeds and collections in respect
of any related REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period. For purposes of the
foregoing, the Pool REO Account, the Polaris Fashion Place REO Account, the
Pembroke Lakes Mall REO Account and the Westfield Shoppingtown REO Account
correspond to the Pool Custodial Account, the Polaris Fashion Place Custodial
Account, the Pembroke Lakes Mall Custodial Account and the Westfield
Shoppingtown Custodial Account, respectively.

         (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

         SECTION 3.17. Management of REO Property.

         (a) Prior to the acquisition of title to a Mortgaged Property (other
than a Mortgaged Property that secures a Loan Pair, which is addressed in
Section 3.17A), 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

                                     -171-
<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 feasible) acquire such Mortgaged
     Property as REO Property and so lease or operate such REO Property; or

               (iii) 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. In addition, the Tax
     Administrator shall (to the maximum extent possible) advise the Special
     Servicer of the estimated amount of taxes that the Trust Fund would be
     required to pay with respect to each such source of income. After receiving
     the information described in the preceding sentence from the Tax
     Administrator, the Special Servicer shall either (A) implement the Proposed
     Plan (after acquiring the respective Mortgaged Property as REO Property) or
     (B) manage and operate such property in a manner that would not result in
     the imposition of an REO Tax on the income derived from such property.

         The Special Servicer's decision as to how each REO Property (other than
an REO Property that relates to a Loan Pair, which is addressed in Section
3.17A) 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 (to the extent commercially feasible) maximize
the net after-tax REO Revenues received by the Trust Fund with respect to such
property without materially and adversely affecting the Special Servicer's
ability to promptly sell the REO Property in accordance with this Agreement and,
to the extent consistent with the foregoing, in accordance with the Servicing
Standard. Neither the Special Servicer nor the Tax Administrator shall be liable
to the Certificateholders, the Trust Fund, the other parties hereto or each
other for errors in judgment made in good faith in the reasonable exercise of
their discretion while performing their respective duties under this Section
3.17(a). In connection with performing their respective duties under this
Section 3.17(a), both the Special Servicer and the Tax Administrator may consult
with counsel and tax accountants, the reasonable cost of which consultation
shall be covered by, and be reimbursable as, a Servicing Advance to be made by
the Special Servicer.

         (b) If title to any REO Property (other than an REO Property that
relates to a Loan Pair, which is addressed in Section 3.17A) is acquired, the
Special Servicer shall manage, conserve, protect and operate such REO Property
for the benefit of the Certificateholders solely for the purpose of

                                     -172-
<PAGE>

its prompt disposition and sale in a manner that does not: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or
(ii) except as contemplated by Section 3.17(a), either result in the receipt by
any REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an
Adverse Grantor Trust Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are consistent with the Servicing Standard and,
consistent therewith, shall withdraw from the Pool REO Account, to the extent of
amounts on deposit therein with respect to any 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, dispose
     of, sell, protect, manage, operate and restore such REO Property.

         To the extent that amounts on deposit in the Pool REO Account in
respect of any REO Property are insufficient for the purposes set forth in the
preceding sentence with respect to such REO Property, the 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 REO Property (other than an REO Property
that relates to a Loan Pair, which is addressed in Section 3.17A):

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

                                     -173-
<PAGE>

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

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

         (d) The Special Servicer may contract with any Independent Contractor
for the operation and management of any REO Property (other than an REO Property
that relates to a Loan Pair, which is addressed in Section 3.17A), provided
that:

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

               (ii) the fees of such Independent Contractor (which shall be
     expenses of the Trust Fund) shall be reasonable and customary in
     consideration of the nature and locality of such REO Property;

               (iii) except as permitted under Section 3.17(a), any such
     contract shall require, or shall be administered to require, that the
     Independent Contractor, in a timely manner, (A) pay out of related REO
     Revenues all costs and expenses incurred in connection with the operation
     and management of such REO Property, including those listed in Section
     3.17(b) above, and (B) except to the extent that such revenues are derived
     from any services rendered by the Independent Contractor to tenants of such
     REO Property that are not customarily furnished or rendered in connection
     with the rental of real property (within the meaning of Section
     1.856-4(b)(5) of the Treasury regulations or any successor provision),
     remit all related revenues collected (net of its fees and such costs and
     expenses) to the Special Servicer upon receipt;

               (iv) none of the provisions of this Section 3.17(d) relating to
     any such contract or to actions taken through any such Independent
     Contractor shall be deemed to relieve the Special Servicer of any of its
     duties and obligations hereunder with respect to the operation and
     management of such REO Property; and

               (v) the Special Servicer shall be obligated with respect thereto
     to the same extent as if it alone were performing all duties and
     obligations in connection with the operation and management of such REO
     Property.

         The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations under Section 3.16 and this Section 3.17 for indemnification of the
Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.

                                     -174-
<PAGE>

         SECTION 3.17A. Management and Disposition of the Pembroke Lakes Mall
                        Mortgaged Property, Westfield Shoppingtown Mortgaged
                        Property and Polaris Fashion Place Mortgaged Property
                        After Becoming REO Property.

         (a) Prior to the acquisition of title to the Polaris Fashion Place
Mortgaged Property, the Pembroke Lakes Mall Mortgaged Property or the Westfield
Shoppingtown Mortgaged Property, the Special Servicer shall review the operation
of such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

         (i)      None of the income from Directly Operating such Mortgaged
                  Property would be subject to an REO Tax, then such Mortgaged
                  Property may be Directly Operated by the Special Servicer as
                  REO Property;

         (ii)     Directly Operating such Mortgaged Property as REO Property
                  could result in income from such property that would be
                  subject to an REO Tax, but that a lease of such property to
                  another party to operate such property, or the performance of
                  some services by an Independent Contractor with respect to
                  such property, or another method of operating such property
                  would not result in income subject to an REO Tax, then the
                  Special Servicer may (provided, that in the good faith and
                  reasonable judgment of the Special Servicer, it is
                  commercially feasible) acquire such Mortgaged Property as REO
                  Property and so lease or operate such REO Property; or

         (iii)    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. In addition, the Tax Administrator shall (to the maximum
                  extent possible) advise the Special Servicer of the estimated
                  amount of taxes that the Trust Fund would be required to pay
                  with respect to each such source of income. After receiving
                  the information described in the preceding sentence from the
                  Tax Administrator, the Special Servicer shall either (A)
                  implement the Proposed Plan (after acquiring the respective
                  Mortgaged Property as REO Property) or (B) manage and operate
                  such property in a manner that would not result in the
                  imposition of an REO Tax on the income derived from such
                  property.

         The Special Servicer's decision as to how any of the Polaris Fashion
Place REO Property, the Pembroke Lakes Mall REO Property or the Westfield
Shoppingtown REO Property shall

                                     -175-
<PAGE>

be managed and operated shall be based on the Servicing Standard and, further,
based on the good faith and reasonable judgment of the Special Servicer as to
which means would be in the best interest of the Certificateholders and the
affected Non-Trust Mortgage Loan Noteholder (as a collective whole) by
maximizing (to the extent commercially feasible) the net after-tax REO Revenues
received by the Trust Fund with respect to such property without materially and
adversely affecting the Special Servicer's ability to promptly sell the REO
Property in accordance with this Agreement and, to the extent consistent with
the foregoing, in accordance with the Servicing Standard. Neither the Special
Servicer nor the Tax Administrator shall be liable to the Certificateholders,
the Trust Fund, the other parties hereto or each other for errors in judgment
made in good faith in the reasonable exercise of their discretion while
performing their respective duties under this Section 3.17A(a). In connection
with performing their respective duties under this Section 3.17A(a), both the
Special Servicer and the Tax Administrator may consult with counsel and tax
accountants, the reasonable cost of which consultation shall be covered by, and
be reimbursable as, a Servicing Advance to be made by the Special Servicer.

         (b) If title to the Polaris Fashion Place Mortgaged Property, the
Pembroke Lakes Mall Mortgaged Property or the Westfield Shoppingtown Mortgaged
Property is acquired, the Special Servicer shall manage, conserve, protect and
operate such REO Property for the benefit of the Certificateholders and the
related Non-Trust Mortgage Loan Noteholder solely for the purpose of its prompt
disposition and sale in a manner that does not: (i) cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or (ii)
except as contemplated by Section 3.17A(a), either result in the receipt by any
REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an
Adverse Grantor Trust Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are consistent with the Servicing Standard and shall
withdraw from the related REO Account, to the extent of amounts on deposit
therein with respect to such REO Property, funds necessary for the proper
operation, management, maintenance and disposition of such REO Property,
including:

         (i)      all insurance premiums due and payable in respect of such REO
                  Property;

         (ii)     all real estate taxes and assessments in respect of such REO
                  Property that may result in the imposition of a lien thereon;

         (iii)    any ground rents in respect of such REO Property; and

         (iv)     all costs and expenses necessary to maintain, lease, dispose
                  of, 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 of the Polaris Fashion Place REO Property, the Pembroke Lakes
Mall REO Property or the Westfield Shoppingtown REO Property are insufficient
for the purposes set forth in the preceding sentence with respect to such REO
Property, the Master Servicer, at the direction of the Special Servicer, shall
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.

                                     -176-
<PAGE>

         (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any of the Polaris Fashion Place REO
Property, the Pembroke Lakes Mall REO Property or the Westfield Shoppingtown REO
Property:

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

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

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

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

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

         (d) The Special Servicer may contract with any Independent Contractor
for the operation and management of any of the Polaris Fashion Place REO
Property, the Pembroke Lakes Mall REO Property or the Westfield Shoppingtown REO
Property, provided that:

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

         (ii)     the fees of such Independent Contractor (which shall be netted
                  out of collections on such REO Property prior to their being
                  remitted to the Special Servicer and which shall be expenses
                  of the Non-Trust Mortgage Loan and the Trust Fund as permitted
                  hereunder) shall be reasonable and customary in consideration
                  of the nature and locality of such REO Property;

         (iii)    except as permitted under Section 3.17A(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 REO
                  Property, including those listed in Section 3.17A(b) above,
                  and (B) except to the extent that such revenues are derived
                  from any services rendered by the Independent Contractor to
                  tenants of such REO Property that are not customarily
                  furnished or rendered in

                                     -177-
<PAGE>

                  connection with the rental of real property (within the
                  meaning of Section 1.856-4(b)(5) of the Treasury regulations
                  or any successor provision), remit all related revenues
                  collected (net of its fees and such costs and expenses) to
                  the Special Servicer upon receipt;

         (iv)     none of the provisions of this Section 3.17A(d) relating to
                  any such contract or to actions taken through any such
                  Independent Contractor shall be deemed to relieve the Special
                  Servicer of any of its duties and obligations hereunder with
                  respect to the operation and management of such REO Property;
                  and

         (v)      the Special Servicer shall be obligated with respect thereto
                  to the same extent as if it alone were performing all duties
                  and obligations in connection with the operation and
                  management of such REO Property.

         The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations hereunder with respect to the Polaris Fashion Place REO Property,
the Pembroke Lakes Mall REO Property or the Westfield Shoppingtown REO Property
for indemnification of the Special Servicer by such Independent Contractor, and
nothing in this Agreement shall be deemed to limit or modify such
indemnification. No agreement entered into pursuant to this Section 3.17A(d)
shall be deemed a Sub-Servicing Agreement for purposes of Section 3.22.

         SECTION 3.18. Sale of Trust Mortgage Loans and REO Properties.

         (a) The Master Servicer, the Special Servicer or the Trustee may sell
or purchase, or permit the sale or purchase of, a Trust Mortgage Loan or REO
Property only (i) on the terms and subject to the conditions set forth in this
Section 3.18, (ii) as otherwise expressly provided in or contemplated by
Sections 2.03 and 9.01 of this Agreement and/or the UBS/Depositor Mortgage Loan
Purchase Agreement, (iii) in the case of the Polaris Fashion Place Trust
Mortgage Loan, the Pembroke Lakes Mall Trust Mortgage Loan and the Westfield
Shoppingtown Trust Mortgage Loan, as set forth in the related Co-Lender
Agreement, (iv) in the case of the Monroeville Mall Trust Mortgage Loan, as set
forth in Section 6.11B of this 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 intercreditor agreement.

         (b) Within five Business Days after any Trust Mortgage Loan has become
a Specially Serviced Trust Mortgage Loan, the Master Servicer shall give notice
of such event to the related Non-Trust Mortgage Loan Noteholder (if such
Mortgage Loan is part of a Loan Pair) and the Trustee; and, within five Business
Days of its receipt of any such notice from the Master Servicer that a Trust
Mortgage Loan has become a Specially Serviced Trust Mortgage Loan, the Trustee
shall give notice of such event to the Controlling Class Certificateholders. 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 or is reasonably foreseeable with
respect to such Specially Serviced 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.

                                     -178-
<PAGE>

         (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 of such Specially Serviced Trust Mortgage Loan (the "FV Price");
provided that a material default exists or is reasonably foreseeable with
respect to such Specially Serviced 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 at a price that is below the Purchase Price, the
Special Servicer shall promptly obtain an MAI appraisal of the related Mortgaged
Property by an Independent Appraiser (unless such an appraisal was obtained
within one year of such date and the Special Servicer has no knowledge of any
circumstances that would materially affect the validity of such appraisal).
Promptly after obtaining such appraisal, the Special Servicer shall determine
the FV Price in accordance with the Servicing Standard and the provisions of
subsection (i) below. Promptly after determining the FV Price, the Special
Servicer shall report such FV Price to the Trustee and each Purchase Option
Holder.

         (d) In the event that the Special Servicer determines that it is
willing, or another Purchase Option Holder notifies the Special Servicer that it
is willing, to purchase any Specially Serviced Trust Mortgage Loan (the party
submitting such bid, the "Initial Bidder") at a price equal to or above the FV
Price (a "FV Bid"), the Special Servicer shall notify all other Purchase Option
Holders that it has made or received, as the case may be, such FV Bid (without
disclosing the amount of such FV Bid). All other Purchase Option Holders may
submit competing bids within the 10-Business Day period following such notice.
At the conclusion of the above-described 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.

         (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 within ten Business Days of receipt of
notice of such acceptance.

         (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 120 days from its determination of the FV Price and thereafter
receives a FV Bid or a request from a Purchase Option Holder for an updated FV
Price, the Special Servicer shall within 60 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 is the Special Servicer or an Affiliate
thereof, the Trustee shall verify that the FV Price is at least equal to the
fair value of such Trust Mortgage Loan. In determining whether the FV Price is
at least equal to the fair value of such Trust Mortgage Loan the Trustee will be
permitted to conclusively rely on an appraisal obtained by the Trustee from an
Independent Appraiser at the time it is required to verify the FV Price and/or
the opinion of an Independent expert in real estate matters (including the
Master Servicer) with at least five years' experience in valuing or investing in
loans, similar to such Trust Mortgage Loan, that has been selected by the
Trustee with reasonable care at the expense of the Trust Fund.

                                     -179-
<PAGE>

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

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

         (j) The purchase option for any Specially Serviced Trust Mortgage Loan
pursuant to this Section 3.18 shall terminate, and shall not be exercisable as
set forth in subsections (b) and (c) above (or if exercised, but the purchase of
the subject Trust 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
Trust 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 Trust Mortgage Loan or (v) such Specially Serviced Trust
Mortgage Loan has been removed from the Trust Fund.

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

         (l) Notwithstanding anything to the contrary herein, the holders of a
Non-Trust Mortgage Loan shall be entitled to purchase the related Trust Mortgage
Loan in accordance with the terms and conditions set forth in the related
Co-Lender Agreement, even after it has been purchased out of the Trust Fund
pursuant to this Section 3.18. The Master Servicer or the Special Servicer, as
applicable, shall determine the price to be paid in accordance with the terms of
the related Co-Lender Agreement in connection with any such purchase and shall
provide such notices to the related Non-Trust Mortgage Loan Noteholder as are
required by the related Co-Lender Agreement in connection with such holders'
purchase rights.

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

         (n) The Special Servicer shall solicit bids for each REO Property in a
manner consistent with the Servicing Standard. Subject to Sections 6.11, 6.11A
or 6.11B, as applicable, the Special Servicer shall accept the first (and, if
multiple bids are received contemporaneously or

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subsequently, the highest) cash bid received from any Person that constitutes a
fair price for such REO Property. If the Special Servicer reasonably believes
that it will be unable to realize a fair price for any REO Property within the
time constraints imposed by Section 3.16(a), then (subject to Sections 6.11,
6.11A or 6.11B, as applicable) the Special Servicer shall dispose of such REO
Property upon such terms and conditions as the Special Servicer shall deem
necessary and desirable to maximize the recovery thereon under the circumstances
and, in connection therewith, shall accept the highest outstanding cash bid,
regardless of from whom received.

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

         (p) No Interested Person shall be obligated to submit a bid to purchase
any REO Property, and notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
or purchase any REO Property pursuant hereto.

         (q) Whether any cash bid constitutes a fair price for any REO Property
for purposes of this Section 3.18, shall be determined by the Special Servicer
or, if such cash bid is from an Interested Person, by the Trustee. In
determining whether any bid received from an Interested Person represents a fair
price for any REO Property, the Trustee shall be supplied with and shall be
entitled to rely on the most recent appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month period
(or, in the absence of any such appraisal or if there has been a material change
at the subject property since any such appraisal, on a new appraisal to be
obtained by the Special Servicer (the cost of which shall be covered by, and be
reimbursable as, a Servicing Advance)). The appraiser conducting any such new
appraisal shall be an Independent Appraiser selected by the Special Servicer if
neither the Special Servicer nor any Affiliate thereof is bidding with respect
to an REO Property and selected by the Trustee if either the Special Servicer or
any Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted to it (and, if the Special Servicer or any Affiliate
thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve months, and any Independent Appraiser shall be instructed to take
into account, as applicable, among other factors, the occupancy level and
physical condition of the subject REO Property, the state of the local economy
and the obligation to dispose of the subject REO Property within the time period
specified in Section 3.16(a). The Purchase Price for any REO Property shall in
all cases be deemed a fair price. Notwithstanding the other provisions of this
Section 3.18, no cash bid from the Special Servicer or any Affiliate thereof
shall constitute a fair price for any REO Property unless such bid is the
highest cash bid received and at least two independent bids (not including the
bid of the Special Servicer or any Affiliate) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.18(q), that such bid constitutes a fair
price for any REO Property. Any bid by the Special Servicer shall be
unconditional; and, if accepted, the subject REO Property shall be transferred
to the Special Servicer without recourse,

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representation or warranty other than customary representations as to title
given in connection with the sale of a real property.

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

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

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

         (a) The Master Servicer shall deliver to the Trustee for deposit in the
Collection Account on each Master Servicer Remittance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the aggregate
amount of all Prepayment Interest Shortfalls, if any, incurred in connection
with Principal Prepayments received during the most recently ended Collection
Period with respect to Performing 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 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 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 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 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.

                                     -182-
<PAGE>

         (c) The Master Servicer shall, as to each Trust Mortgage Loan which is
secured by the interest of the related Mortgagor in a hospitality property, not
later than the later of (i) 30 days following the Master Servicer's receipt of
the subject franchise agreement and (ii) the expiration of the period that may
be required for such notice pursuant to the terms of the applicable franchise
documents, if any, notify the related hospitality franchisor of the transfer of
such 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 a Servicing Advance is required to be made with respect to a
Specially Serviced Mortgage Loan or an REO Property under this Agreement, the
Special Servicer shall request that the Master Servicer make such Servicing
Advance, with 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 or on an urgent basis, two (2) Business Days) of the Master Servicer's
receipt of such request. If the request is timely and properly made, the Special
Servicer shall be relieved of any obligations with respect to a Servicing
Advance that it so requests the Master Servicer to make (regardless of whether
or not the Master Servicer shall make such Servicing Advance). The Master
Servicer shall be entitled to reimbursement for any Servicing Advance made by it
at the direction of the Special Servicer, together with interest thereon in
accordance with Sections 3.05(a), 3.05A and/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 that such
Servicing Advance, although not characterized by the Special Servicer as a
Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.
The Master Servicer shall notify the Special Servicer in writing of such
determination, which shall be made pursuant to Section 3.11(h). Any request by
the Special Servicer that the Master Servicer make a Servicing Advance shall be
deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master
Servicer, the Trustee and the Fiscal Agent shall be entitled to conclusively
rely on such determination. Upon a determination that any Servicing Advance
previously made with respect to a Specially Serviced Mortgage Loan or REO
Property is a Nonrecoverable Servicing Advance, the Special Servicer shall
report to the Master Servicer the Special Servicer's determination. The Master
Servicer shall be entitled to conclusively rely on such a determination.

         SECTION 3.20. Modifications, Waivers, Amendments and Consents;
                       Defeasance.

         (a) Subject to Sections 3.20(b) through 3.20(f), 3.20(l) and 3.20(m)
below, and further subject to Section 6.11, Section 6.11A or Section 6.11B, as
applicable, the Special Servicer (or, under the limited circumstances set forth
in Section 3.20(c), the Master Servicer) may, on behalf of the Trustee and, in
the case of a Non-Trust Mortgage Loan, the related Non-Trust Mortgage Loan

                                     -183-
<PAGE>

Noteholder, agree to any modification, extension, waiver or amendment of any
term of any Mortgage Loan and respond to various Mortgagor requests for consent
on the part of the mortgagee (including the lease reviews and lease consents
related thereto), without the consent of the Trustee, any Certificateholder, any
related 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).

         (b) All modifications, extensions, waivers or amendments of any
Mortgage Loan, including the lease reviews and lease consents related thereto,
shall be in writing and shall be considered and effected in a manner consistent
with the Servicing Standard.

         (c) In the case of any Performing Mortgage Loan, and subject to the
rights of the Special Servicer set forth below, the Master Servicer shall be
responsible for responding to any request by a Mortgagor for the consent or
approval of the mortgagee with respect to a modification, extension, waiver or
amendment of any term thereof, provided that such consent or approval or such
modification, extension, waiver or amendment would not (except as permitted by
Sections 3.02(a), 3.03(d), 3.07, 3.08(a), 3.20(l) and 3.20(m) and the next
paragraph of this Section 3.20(c)) affect the amount or timing of any of the
payment terms of such Mortgage Loan (including payment terms related to late
payment charges), result in the release of the related Mortgagor from any
material term thereunder, waive any rights thereunder with respect to any
guarantor thereof, relate to the release, addition or substitution of any
material collateral for such Mortgage Loan or relate to any waiver of or
granting of consent under a "due-on-sale" or "due-on-encumbrance" clause. With
respect to any action proposed to be taken by the Master Servicer under this
Section 3.20(c) where the thresholds in clauses (i) through (vi) of the next
sentence are exceeded, or which involves the situations set forth in the proviso
to the previous sentence, the Special Servicer only may take such action. To the
extent consistent with the foregoing, but subject to Section 3.20(f), the Master
Servicer shall also be responsible for the following with respect to the
Performing Mortgage Loans:

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

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

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

               (iv) Approving annual budgets for the related Mortgaged Property,
     provided that no such budget (A) relates to a fiscal year in which an
     Anticipated Repayment Date occurs, (B) provides for the payment of
     operating expenses in an amount equal to more than 110% of the amounts
     budgeted therefor for the prior year or (C) provides for the payment of any
     material expenses to any affiliate of the Mortgagor (other than with
     respect to the payment of the

                                     -184-
<PAGE>

     management fee to any property manager if such management fee is no more
     than the management fee in effect on the Cut-off Date);

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

               (vi) Approving a change of the property manager at the request of
     the related Mortgagor, provided that (A) the successor property manager is
     not affiliated with the Mortgagor and is a nationally or regionally
     recognized manager of similar properties, (B) the related Trust Mortgage
     Loan does not represent 2% or more of the then aggregate principal balance
     of the Mortgage Pool and (C) none of the Polaris Fashion Place Mortgaged
     Property, the Pembroke Lakes Mall Mortgaged Property or the Westfield
     Shoppingtown Mortgaged Property is involved.

         Subject to Section 6.11, Section 6.11A or Section 6.11B, as applicable,
and the Servicing Standard, and further subject to the second sentence of the
next paragraph and the second paragraph of Section 3.20(e), the Master Servicer
may, if the related Mortgagor fails to make any Balloon Payment on a Performing
Mortgage Loan or if such a default is reasonably foreseeable, extend the
maturity date of such Performing Mortgage Loan for up to one year; provided that
the Master Servicer may only approve two such extensions.

         Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08(a), this Section 3.20(c), Section 3.20(l) and Section 3.20(m), the
Master Servicer may not agree to waive, modify or amend any term of any Mortgage
Loan or respond to any Mortgagor requests for mortgagee consent. Furthermore,
the Master Servicer may not agree to any modification, extension, waiver or
amendment of any term of any Mortgage Loan that would cause an Adverse REMIC
Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust.

         (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08,
Section 3.20(e), Section 3.20(m) or the next paragraph, the Special Servicer, on
behalf of the Trustee or, in the case of a Non-Trust Mortgage Loan, the related
Non-Trust Mortgage Loan Noteholder, shall not agree or consent to any
modification, extension, waiver or amendment of any term of any Mortgage Loan
that would:

               (i) affect the amount or timing of any scheduled payment of
     principal, interest or other amount (including Prepayment Premiums, Yield
     Maintenance Charges or Excess Defeasance Deposit Proceeds, but excluding
     Default Interest and other amounts payable as additional servicing
     compensation) payable thereunder;

               (ii) affect the obligation of the related Mortgagor to pay a
     Prepayment Premium, Yield Maintenance Charge or Excess Defeasance Deposit
     Proceeds or 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

                                     -185-
<PAGE>

     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.

         Notwithstanding anything to the contrary herein and subject to the
Servicing Standard, and further subject to clause (C) of the first paragraph of,
and the entire second paragraph of, Section 3.20(e), following any extensions of
the maturity date of a Performing Mortgage Loan which the Master Servicer is
permitted to approve pursuant to the second paragraph of Section 3.20(c), the
Special Servicer and not the Master Servicer shall be responsible for, if the
related Mortgagor fails to make any Balloon Payment on such Performing Mortgage
Loan or if such a default is reasonably foreseeable, extending the maturity date
of such Performing Mortgage Loan; provided that it shall not be a Servicing
Transfer Event with respect to any such extension of a Performing Mortgage Loan
(if at such time no other circumstance identified in the definition of
"Specially Serviced Mortgage Loan" exists that would cause such Mortgage Loan to
be characterized as a Specially Serviced Mortgage Loan) until such time as the
Special Servicer has approved: (i) with respect to a Five-Year Loan, three such
extensions and (iii) with respect to a Mortgage Loan that does not constitute a
Five-Year Loan, two such extensions (in each case without regard to any
extensions approved by the Master Servicer in accordance with the second
paragraph of Section 3.20(c)). In connection with an extension of the maturity
date of a Performing Mortgage Loan approved by the Special Servicer in
accordance with this subsection (d), the Special Servicer shall process all
requests and related documentation and shall be entitled to retain 100% of any
modification fee or extension fee that is actually paid by the related
Mortgagor. The Special Servicer shall promptly notify the Master Servicer of any
extension granted by the Special Servicer in accordance with this paragraph.

         (e) Notwithstanding Section 3.20(d), but subject to Section 6.11,
Section 6.11A and Section 6.11B 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, except as otherwise contemplated by Section
3.20(l) in connection with accepting Principal Prepayments during a Lockout
Period, (A) the related Mortgagor is in monetary default or material
non-monetary default with respect to such Specially Serviced Mortgage Loan or,
in the reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, (B) in the reasonable, good faith judgment of the
Special Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Specially Serviced Mortgage Loan to
Certificateholders (as a collective whole) or, if a Loan Pair is involved, would
increase the recovery on such Loan Pair to Certificateholders and the applicable
Non-Trust Mortgage Loan Noteholder (as a collective whole), on a present value
basis (the relevant discounting of anticipated collections that will be
distributable to the Certificateholders (or, in the case of a Loan Pair, to
Certificateholders and the related Non-Trust Mortgage Loan Noteholder), to be
performed at the related Mortgage Rate (or, in the case of a Loan Pair, at the
weighted average of the

                                     -186-
<PAGE>

Mortgage Rates for such Loan Pair)), and (C) such modification, extension,
waiver or amendment would not cause an Adverse REMIC Event in respect of any
REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust;
and provided, further, that (X) any modification, extension, waiver or amendment
of the payment terms of any Loan Pair shall be structured so as to be consistent
with the allocation and payment priorities set forth in the related loan
documents and Co-Lender Agreement, such that neither the Trust as holder of the
related Trust Mortgage Loan nor the related Non-Trust Mortgage Loan Noteholder
shall gain a priority over the other such holder with respect to any payment,
which priority is not, as of the date of the related Co-Lender Agreement,
reflected in the related loan documents and such Co-Lender Agreement, and (Y) to
the extent consistent with the Servicing Standard (taking into account the
extent to which the related Non-Trust Mortgage Loan is junior to the Trust
Mortgage Loan in such Loan Pair), (1) no waiver, reduction or deferral of any
particular amounts due on the Trust Mortgage Loan in any Loan Pair shall be
effected prior to the waiver, reduction or deferral of the entire corresponding
item in respect of the Non-Trust Mortgage Loan in such Loan Pair, and (2) no
reduction of the Mortgage Rate of the Trust Mortgage Loan in any Loan Pair
(excluding, if applicable, the portion thereof comprised of the Additional
Interest Rate following the related Anticipated Repayment Date) shall be
effected prior to the reduction of the Mortgage Rate of the Non-Trust Mortgage
Loan in such Loan Pair (excluding, if applicable, the portion thereof comprised
of the Additional Interest Rate following the related Anticipated Repayment
Date), to the fullest extent possible.

         In no event shall the Special Servicer or the Master Servicer: (i)
extend the maturity date of a Mortgage Loan beyond the date that is two years
prior to the last Rated Final Distribution Date; (ii) extend the maturity date
of any Mortgage Loan for more than seven and one-half years beyond its Stated
Maturity Date (in the case of a Five-Year Mortgage Loan) or five years beyond
its Stated Maturity Date (in the case of each other Mortgage Loan); or (iii) if
the Mortgage Loan is secured solely or primarily by a Mortgage on the leasehold
interest under a Ground Lease (but not the related fee interest), extend the
maturity date of such Mortgage Loan beyond the date which is 20 years (or, to
the extent consistent with the Servicing Standard, giving due consideration to
the remaining term of the Ground Lease, 10 years) prior to the expiration of the
term of such Ground Lease.

         The determination of the Special Servicer contemplated by clause (B) of
the proviso to the first paragraph of this Section 3.20(e) shall be evidenced by
an Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer (and, in the case of a Loan Pair, the related Non-Trust Mortgage Loan
Noteholder) and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall attach to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

         (f) Notwithstanding anything to the contrary in this Agreement, none of
the Trustee, the Master Servicer or the Special Servicer, as applicable, shall
give any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures either (A) a
Non-Trust Mortgage Loan or (B) a 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 withhold consent thereto; or (2) it has received prior

                                     -187-
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written confirmation from each Rating Agency that such action will not result in
an Adverse Rating Event.

         Any party hereto seeking Rating Agency confirmation with respect to the
matters described above shall deliver, with respect to the matters that are the
subject thereof, copies of all relevant supporting documentation (to the extent
in the possession of such party) to such Rating Agency.

         (g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
modification, extension, waiver or amendment so permit. The foregoing shall in
no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise required to be paid or collectible under the terms of
the related Mortgage Note.

         (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, and (ii) any related costs
and expenses incurred by it. Any such fee that is due or partially due to 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, with respect to a Specially Serviced Mortgage
Loan and with respect to a Performing Mortgage Loan as to which the Special
Servicer has approved, documented, processed and closed the subject
modification, extension, waiver or amendment and as to which 100% of any related
modification, extension or applicable fees are payable to the Special Servicer
pursuant to this Agreement, and the Master Servicer, with respect to any other
Mortgage Loan, shall each notify the other servicer, the Trustee and, if a
Non-Trust Mortgage Loan is affected, the related Non-Trust Mortgage Loan
Noteholder, in writing, of any modification, extension, waiver or amendment of
any term of any Mortgage Loan (including fees charged the Mortgagor) and the
date thereof, and shall deliver to the Trustee or any related Custodian for
deposit in the related Mortgage File (with a copy to be delivered to or retained
by, as applicable, the Master Servicer), an executed counterpart of the
agreement relating to such modification, extension, waiver or amendment promptly
following execution and delivery thereof, to be followed by an original recorded
counterpart promptly following the recordation (and receipt) thereof; provided,
that the Master Servicer shall notify, in writing, any related Sub-Servicers of
any modification, extension, waiver or amendment of any term of any Mortgage
Loan and the date thereof.

         (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Mortgage Loan, whether pursuant to
Section 3.02(a) or this Section 3.20, the respective amounts of additional
servicing compensation payable to the Master Servicer and the Special Servicer
as Net Default Charges out of such Default Charges shall be reduced

                                     -188-
<PAGE>

proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

         (k) Except as otherwise expressly provided in Section 3.20(l), if, with
respect to any Mortgage Loan (1) under which the lender can require defeasance
in lieu of prepayment, or (2) that permits defeasance, the Master Servicer shall
receive a notice from the related Mortgagor that it intends to prepay or
defease, as applicable, such Mortgage Loan in accordance with the terms thereof,
then the Master Servicer shall, subject to the next paragraph and the related
loan documents, (i) only in the case of a Mortgage Loan under clause (1) above,
promptly respond to such notice in a manner which would require that the
Mortgagor pledge Defeasance Collateral in lieu of such prepayment pursuant to
the terms of the related Mortgage Note, and (ii) notify each Rating Agency, the
Trustee, the Underwriters and the Special Servicer of the intent to defease such
Mortgage Loan, and (iii) upon the written confirmation from each Rating Agency
that the acceptance of a pledge of the Defeasance Collateral (or, in the case of
a Mortgage Loan under clause (1) above, that the acceptance of a pledge of the
Defeasance Collateral in lieu of a full prepayment) will not result in an
Adverse Rating Event, take such further action as provided in such Mortgage Note
to effectuate such defeasance, including the purchase and perfection of the
Defeasance Collateral on behalf of the Trustee (as mortgagee of record on behalf
of the Certificateholders and, in the case of a Non-Trust Mortgage Loan, the
related Non-Trust Mortgage Loan Noteholder); provided that the written
confirmation contemplated by clause (iii) above shall not be required from (A)
S&P in the case of a Trust Mortgage Loan with an unpaid principal balance less
than or equal to $20,000,000 or that constitutes less than 5% of the aggregate
unpaid principal balance of the Mortgage Pool (whichever is less), or in the
case of a Trust Mortgage Loan that is not then one of the ten largest (measured
by unpaid principal balance) Trust Mortgage Loans in the Mortgage Pool, provided
the Master Servicer delivers to S&P a certification in the form attached hereto
as Exhibit M (a "Defeasance Certificate"), or (B) Moody's in the case of any
Trust Mortgage Loan that is not then one of the ten largest (measured by unpaid
principal balance) Trust Mortgage Loans in the Mortgage Pool or that is not then
one of the ten largest groups (measured by aggregate unpaid principal balance)
of Trust Mortgage Loans with related Mortgagors, provided the Master Servicer
delivers to Moody's a Defeasance Certificate; and provided, further, that such
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 Trust Mortgage Loan complies with the then current applicable guidelines
set forth by such Rating Agency, or the unpaid principal balance of such Trust
Mortgage Loan, the percentage such Trust Mortgage Loan constitutes of the
Mortgage Pool or the relative size of such Trust Mortgage Loan with respect to
the Mortgage Pool, as applicable, does not exceed the current applicable
threshold for review as set forth by such Rating Agency).

         Notwithstanding the foregoing, but subject to the related loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Mortgage Loan if (i) such defeasance would occur
within two years of the Startup Day, (ii) the defeasance collateral shall not be
Government Securities; (iii) all costs to be incurred in connection with such
defeasance (including Rating Agency fees, accountants' fees and costs incurred
in connection with any required opinions of counsel) would not be paid by the
related Mortgagor, or (iv) unless such confirmation is not required pursuant to
the first paragraph of this Section 3.20(k), either Rating Agency does not
confirm in writing to the Master Servicer that the acceptance of a pledge of the
Defeasance Collateral (in lieu of a full prepayment, if applicable) will not
result in an Adverse Rating Event.

                                     -189-
<PAGE>

         All expenses related to the defeasance of a Defeasance Mortgage Loan
shall be charged to the related Mortgagor or other responsible party.

         (l) If the Master Servicer receives notice from the Mortgagor under any
Early Defeasance Mortgage Loan that such Mortgagor intends to defease such Early
Defeasance Mortgage Loan, in whole or in part, on or before the second
anniversary of the Closing Date, then promptly after receipt of such notice the
Master Servicer shall calculate or cause to be calculated the amount required to
be tendered by such Mortgagor to defease such Early Defeasance Mortgage Loan. If
(i) the defeasance is to be in full and the amount required to be tendered by
the Mortgagor to defease the subject Early Defeasance Mortgage Loan (in
accordance with the related loan documents) is less than an amount equal to the
Purchase Price (calculated as if the subject 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 Mortgage Loan is a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (if such Early Defeasance Mortgage Loan is
a UBS Trust Mortgage Loan), and upon deposit by the related Mortgagor of cash
sufficient to purchase the Defeasance Collateral contemplated by the related
loan documents and pursuant to Section 2.03(h) (if applicable), the Depositor
(if such Early Defeasance Mortgage Loan is a Lehman Trust Mortgage Loan) or the
UBS Mortgage Loan Seller (if such Early Defeasance Mortgage Loan is a UBS Trust
Mortgage Loan) shall be required to repurchase such Early Defeasance Mortgage
Loan on or before the proposed date on which such Early Defeasance Mortgage Loan
will be defeased. The Master Servicer shall use reasonable efforts to require
the Depositor or the UBS Mortgage Loan Seller, as applicable, to make any such
required repurchase described above. If the defeasance is to be in full and the
amount required to be tendered by the Mortgagor to defease the subject Early
Defeasance Mortgage Loan is equal to or exceeds an amount equal to the Purchase
Price (as calculated as of the date such purchase be made), then the Master
Servicer shall, notwithstanding the related loan documents, (i) treat the amount
tendered by such Mortgagor to defease the subject Early Defeasance Mortgage Loan
as a prepayment in full of such Early Defeasance Mortgage Loan by the related
Mortgagor on the related Due Date coinciding with or next succeeding the
defeasance date (and any Excess Defeasance Deposit Proceeds shall be allocated
among and paid to the Certificateholders in accordance with Section 4.01, with
any Excess Defeasance Deposit Proceeds to constitute, and be treated in the same
manner as a payment of any other type of, Prepayment Consideration), (ii)
deposit in the Pool Custodial Account the amount tendered by such Mortgagor to
defease the subject Early Defeasance Mortgage Loan, (iii) mark the Mortgage Note
"cancelled" and return it to such Mortgagor, and (iv) take such other and
further action, including the release of the Mortgage with respect to the
related Mortgaged Property, consistent with the prepayment in full of such
Mortgage Loan. The Master Servicer shall promptly notify the Depositor and/or
the UBS Mortgage Loan Seller, as applicable, of the foregoing.

         (m) With respect to any ARD Mortgage Loan after its Anticipated
Repayment Date, the Master Servicer, with regard to Performing Mortgage Loans,
and the Special Servicer, with regard to Specially Serviced Mortgage Loans,
shall be permitted 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) 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

                                     -190-
<PAGE>

such ARD Mortgage Loan in connection with such prepayment (except for all or a
portion of such accrued Additional Interest), and (ii) the Master Servicer or
the Special Servicer, as applicable, reasonably believes that it is waiving an
amount of Additional Interest in excess of the amount of such interest that the
related Mortgagor is likely to pay and has determined, in its reasonable, good
faith judgment, that the waiver of the Trust's right to receive such accrued
Additional Interest is reasonably likely to produce a greater payment to
Certificateholders (as a collective whole) (or, if a Loan Pair is involved, to
produce a greater payment to the Certificateholders and the related Non-Trust
Mortgage Loan Noteholder (as a collective whole)) on a present value basis (the
relevant discounting of anticipated collections that will be distributable to
Certificateholders (or, in the case of a Loan Pair, to Certificateholders and
the related Non-Trust Mortgage Loan Noteholder) to be performed at the related
Net Mortgage Rate (or, in the case of a Loan Pair, at the weighted average of
the Net Mortgage Rates of such Loan Pair) than a refusal to waive the right to
such Additional Interest; provided that any such waiver of Additional Interest
accrued on a Loan Pair shall be structured so as to be consistent with the
allocation and payment priorities set forth in the related loan documents and
the related Co-Lender Agreement, such that the related Non-Trust Mortgage Loan
Noteholder shall not gain any priority over the Trust as holder of the related
Trust Mortgage Loan with respect to the payment of 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) Neither the Master Servicer nor the Special Servicer shall have any
liability to the Trust Fund, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.20 is reasonably likely to produce a greater
recovery to Certificateholders (or, if a Loan Pair is involved, to the
Certificateholders and the related Non-Trust Mortgage Loan Noteholders), as a
collective whole, on a present value basis than would liquidation, should prove
to be wrong or incorrect, so long as the analysis and determination were made in
accordance with the Servicing Standard and on a reasonable basis in good faith
by the Master Servicer or Special Servicer, as applicable, and the Master
Servicer or the Special Servicer, as applicable, was not negligent in
ascertaining the pertinent facts.

         SECTION 3.21. Transfer of Servicing Between Master Servicer and Special
                       Servicer; Record Keeping.

         (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan that had otherwise been a Performing Mortgage Loan,
and if the Master Servicer is not also the Special Servicer, the Master Servicer
shall immediately give notice thereof, and the Master Servicer shall deliver a
copy of the related Servicing File, to the Special Servicer and shall use
reasonable efforts to provide the Special Servicer with all information,
documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Mortgage Loan, either in the Master Servicer's or any of its directors',
officers', employees', affiliates' or agents' possession or control or otherwise
available to the Master Servicer without undue burden or expense, and reasonably
requested by the Special Servicer to enable it to assume its functions hereunder
with respect thereto without acting through a Sub-Servicer. The Master Servicer
shall use reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event;
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

                                     -191-
<PAGE>

Special Servicer may conclusively rely on the Master Servicer's determination
that a Servicing Transfer Event has occurred giving rise to a Mortgage Loan's
becoming a Specially Serviced Mortgage Loan. The Special Servicer shall not be
liable or in default hereunder for any reasonable act or failure to act because
of or arising out of the Master Servicer's failure to deliver information,
documents or records with respect to any Specially Serviced Mortgage Loan in
accordance with the requirements hereof.

         Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five Business Days of such occurrence return the related Servicing File,
together with any and all new information, documents and records relating to the
subject Mortgage Loan that were not part of the Servicing File when it was
delivered to the Special Servicer, to the Master Servicer (or such other Person
as may be directed by the Master Servicer) and upon giving such notice, and
returning such Servicing File, to the Master Servicer (or such other Person as
may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

         Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer
and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

         (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

         SECTION 3.22. Sub-Servicing Agreements.

         (a) The Master Servicer and, subject to Section 3.22(f), the Special
Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of their respective obligations hereunder,
provided that in each case, the Sub-Servicing Agreement: (i) is consistent with
this Agreement in all material respects, requires the Sub-Servicer to comply
with all of the applicable conditions of this Agreement and, with the exception
of Sections 7.01(a)(x) and (xi), provides for events of default with respect to
the Sub-Servicer substantially the same as those set forth in Section 7.01
(modified as necessary to apply to the Sub-Servicer's obligations under the
Sub-Servicing Agreement); (ii) provides that if the Master Servicer or the
Special Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including by reason of an Event of Default), the Trustee or
its designee may thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the Master Servicer
or the Special Servicer, as the case may be,

                                     -192-
<PAGE>

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
Loan Pair, the related Non-Trust Mortgage Loan Noteholder, shall each be a third
party beneficiary under such agreement, but that (except to the extent the
Trustee or its designee assumes the obligations of the Master Servicer or the
Special Servicer, as the case may be, thereunder as contemplated by the
immediately preceding clause (ii)) none of the Trustee, the Trust, any successor
Master Servicer, the Special Servicer or any affected Non-Trust Mortgage Loan
Noteholder, as the case may be, or any Certificateholder shall have any duties
under such agreement or any liabilities arising therefrom; (iv) permits any
purchaser of a 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; and (vi) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust Fund. In addition, each Sub-Servicing Agreement entered into
by the Master Servicer (including any with an effective date on or before the
Closing Date) shall provide that such agreement shall, with respect to any
Mortgage Loan serviced thereunder, terminate at the time such Mortgage Loan
becomes a Specially Serviced Mortgage Loan (or, alternatively, be subject to the
Special Servicer's rights to service such Mortgage Loan for so long as such
Mortgage Loan continues to be a Specially Serviced Mortgage Loan), and each
Sub-Servicing Agreement entered into by the Special Servicer shall relate only
to Specially Serviced Mortgage Loans and shall terminate with respect to any
such Mortgage Loan which ceases to be a Specially Serviced Mortgage Loan. The
Master Servicer and the Special Servicer each shall deliver to the Trustee and
each other copies of all Sub-Servicing Agreements (and, to the related Non-Trust
Mortgage Loan Noteholder, a copy of any Sub-Servicing Agreement in respect of a
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 hereunder to make
P&I Advances or Servicing Advances shall be deemed to have been advanced by the
Master Servicer 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.
Interest accrued on such Advances in accordance with Sections 3.11(g), 4.03(d)
or 4.03A(d), as applicable, shall be allocable between the Master Servicer and
such Sub-Servicer as they may agree. For purposes of this Agreement, the Master
Servicer and the Special Servicer each shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other, the Trustee, the
Depositor and the Controlling Class Certificateholders and, if any Loan Pair is
affected, the related Non-Trust Mortgage Loan Noteholder in writing promptly of
the appointment by it of any Sub-Servicer.

         (b) Each Sub-Servicer (i) shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by

                                     -193-
<PAGE>

applicable law, and (ii) except for any Sub-Servicer that is servicing any of
the Mortgage Loans on the Closing Date, shall be an approved conventional
seller/servicer of mortgage loans for FHLMC or Fannie Mae or a HUD-Approved
Servicer.

         (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of a Non-Trust Mortgage
Loan, also for the benefit of the related Non-Trust Mortgage Loan Noteholder,
shall (at no expense to the Trustee, the Certificateholders, any affected
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 and reasonable
judgment, would require were it the owner of the subject Mortgage Loans.

         (d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) that still exists at the time
of such termination: (i) to assume the rights and obligations of the Master
Servicer under such Sub-Servicing Agreement and continue the sub-servicing
arrangements thereunder on the same terms (including the obligation to pay the
same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with
such Sub-Servicer on such terms as the Trustee or other successor Master
Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer), provided that neither the Trustee nor any successor
Master Servicer shall enter into a new Sub-Servicing Agreement with a
Sub-Servicer that was a party to a Sub-Servicing Agreement as of the Closing
Date, if such new Sub-Servicing Agreement amends, alters or fails to restate any
rights of any Underwriter or Mortgage Loan Seller under the existing
Sub-Servicing Agreement with respect to the termination of the Sub-Servicer and
the appointment of a successor thereto or any rights of any Underwriter or
Mortgage Loan Seller as a third party beneficiary under such Sub-Servicing
Agreement, unless the successor Master Servicer has obtained the prior written
consent to the terms of such new Sub-Servicing Agreement from such Underwriter
or Mortgage Loan Seller, as the case may be; or (iii) to terminate the
Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such
Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

         The Sub-Servicers as to which Sub-Servicing Agreements are in effect or
being negotiated as of the Closing Date are listed on Exhibit K hereto.

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

                                     -194-
<PAGE>

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

         SECTION 3.23. Representations and Warranties of the Master Servicer.

         (a) The Master Servicer, in such capacity, hereby represents, warrants
and covenants to the other parties hereto and for the benefit of the
Certificateholders and the 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 violate the Master Servicer's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material agreement or other material
     instrument to which it is a party or which is applicable to it or any of
     its assets.

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

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

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

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

                                     -195-
<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 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 California, and the Special
     Servicer is in compliance with the laws of each state in which any
     Mortgaged Property is located to the extent necessary to perform its
     obligations under this Agreement.

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

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

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<PAGE>

     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.

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         SECTION 3.25. Certain Matters Regarding the Purchase of the Pembroke
                       Lakes Mall Trust Mortgage Loan, the Westfield
                       Shoppingtown Trust Mortgage Loan and the Polaris Fashion
                       Place Trust Mortgage Loan.

         If, pursuant to Section 2.03, Section 3.18 or Section 9.01, the Polaris
Fashion Place Trust Mortgage Loan, the Pembroke Lakes Mall Trust Mortgage Loan
or the Westfield Shoppingtown Trust Mortgage Loan is purchased or repurchased
from the Trust Fund, the purchaser thereof shall be bound by the terms of the
related Co-Lender Agreement and shall assume the rights and obligations of the
"Note A Lender" under the related 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 related 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 or a custodian appointed thereby for the benefit of the "Note A Lender"
and the "Note B Lender" as their interests appear under such 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 subject Loan Pair, under, or
otherwise in accordance with, any applicable separate servicing agreement for
the related Loan Pair or as otherwise contemplated by the related Co-Lender
Agreement.

         SECTION 3.26. Application of Default Charges.

         (a) Any and all Default Charges that are actually collected with
respect to any Trust Mortgage Loan or REO Trust Mortgage Loan during any
Collection Period, shall be applied for the following purposes and in the
following order, in each case to the extent of the remaining portion of such
Default Charges:

               first, to pay to the Fiscal Agent, the Trustee or the Master
     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 any 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) that were
     incurred with respect to such Trust Mortgage Loan or REO Trust Mortgage
     Loan, as the case may be, and that, if paid from a source other than such
     Default Charges, would constitute an Additional Trust Fund Expense;

               third, to reimburse the Trust for any interest on Advances paid
     to the Fiscal Agent, the Trustee or the Master 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 a source 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

                                     -198-
<PAGE>

     be, which payment was made from a source 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 a Performing 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 the Westfield Shoppingtown Trust Mortgage Loan during any Collection
Period (as allocable thereto pursuant to the related loan documents) shall be
applied for the following purpose, in lieu of being applied pursuant to clause
first above and prior to being applied in accordance with clauses second through
fifth above, in each case to the extent of the remaining portion of such Default
Charges: to pay the Fiscal Agent, the Trustee, the Westfield Shoppingtown Fiscal
Agent, the Westfield Shoppingtown Trustee or the Master Servicer, in that order,
any interest due and owing to such party on any outstanding Servicing Advance
made thereby with respect to the applicable Loan Pair or the applicable
Mortgaged Property and/or any outstanding P&I Advance made thereby with respect
to such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, which interest on such outstanding Advance accrued on or prior
to the date on which the subject Default Charges were received, but in each case
only to the extent that Default Charges collected with respect to the related
Non-Trust Mortgage Loan and applied pursuant to clause first of subsection (c)
below are insufficient for such purpose; and provided further, that no Default
Charges collected with respect to the Westfield Shoppingtown Trust Mortgage Loan
may be applied to pay interest on outstanding P&I Advances made with respect to
the Westfield Shoppingtown Non-Trust Mortgage Loan (such reimbursement to be
made solely from Default Charges collected with respect to such Non-Trust
Mortgage Loan).

         (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a), are intended to be part of the amounts to be
delivered by the Master Servicer to the Trustee pursuant to the first paragraph
of Section 3.04(b) on or before the Master Servicer Remittance Date next
following the Collection Period during which they were received, for deposit in
the Collection Account, subject to application pursuant to Section 3.05(a) for
any items payable out of general collections on the Trust Mortgage Loans and any
REO Trust Mortgage Loans. 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

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<PAGE>

Advances or such other Additional Trust Fund Expenses, depending on which clause
is applicable, shall thereafter be deemed to have been paid out of Default
Charges).

         (c) Any and all Default Charges that are actually collected with
respect to a Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto during any Collection Period (as allocable thereto pursuant to
the related loan documents), shall be applied for the following purposes and in
the following order, in each case to the extent of the remaining portion of such
Default Charges:

         first, to pay to the Fiscal Agent, the Trustee, the Westfield
Shoppingtown Fiscal Agent (but only if such Non-Trust Mortgage Loan is the
Westfield Shoppingtown Non-Trust Mortgage Loan), the Westfield Shoppingtown
Trustee (but only if such Non-Trust Mortgage Loan is the Westfield Shoppingtown
Non-Trust Mortgage Loan) or the Master Servicer, in that order, any interest due
and owing to such party on any outstanding Advances made thereby with respect to
any Mortgage Loan or REO Mortgage Loan in the applicable Loan Pair, which
interest on any such outstanding Advance accrued on or prior to the date on
which the subject Default Charges were received (such Default Charges to be
applied with respect to any particular party in such manner that the interest
that accrued first and has been outstanding the longest shall be paid first);
and

         second, to pay any remaining portion of such Default Charges (such
remaining portion, "Net Default Charges") as additional master servicing
compensation to the Master Servicer, to the extent received, if they were
accrued with respect to such Non-Trust Mortgage Loan during a period that it was
a Performing Mortgage Loan, or as additional special servicing compensation to
the Special Servicer, to the extent received, if they were accrued with respect
to such Non-Trust Mortgage Loan during a period that it was a Specially Serviced
Mortgage Loan or an REO Mortgage Loan, in each case pursuant to Section 3.11.



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<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 Net Available Distribution Amount for such Distribution Date to make the
following distributions in respect of the Senior Certificates, in the following
order of priority, in each case to the extent of remaining available funds:

         first, distributions of interest to the Holders of the respective
Classes of the Senior Certificates, up to an amount equal to, and pro rata as
among such Classes in accordance with, all Distributable Certificate Interest in
respect of each such Class of Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates, if any;

         second, distributions of principal to the Holders of the respective
Classes of the Class A Certificates in the following amounts and order of
priority:

               (i) to the Holders of the Class A-1 Certificates, up to an amount
     (not to exceed the Class Principal Balance of the Class A-1 Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Net Principal Distribution Amount for such Distribution Date;

               (ii) to the Holders of the Class A-2 Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-2
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Net Principal Distribution Amount for such Distribution Date
     (net of any portion thereof distributed on such Distribution Date to the
     Holders of the Class A-1 Certificates pursuant to subclause (i) of this
     clause second);

               (iii) to the Holders of the Class A-3 Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-3
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Net 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

               (iv) to the Holders of the Class A-4 Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-4
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Net 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);

     provided, however, that, notwithstanding the immediately preceding clauses
     (i) through (iv), 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

                                     -201-
<PAGE>

     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 Net
     Principal Distribution Amount for such Distribution Date; and

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

         All distributions of interest made in respect of any Class of Interest
Only Certificates (other than the Class X-MM1 and Class X-WC Certificates) on
any Distribution Date as provided above shall be made, and deemed to have been
made, in respect of the various REMIC III Components of such Class of Interest
Only Certificates, pro rata in accordance with the respective amounts of
Distributable Component Interest in respect of such REMIC III Components for
such Distribution Date and, to the extent not previously deemed paid pursuant to
this paragraph, for all prior Distribution Dates, if any.

         (b) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer and, if
applicable, the Special Servicer, withdraw from the Collection Account and apply
the Subordinate Net 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 Net
     Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of the
     Class A Certificates pursuant to Section 4.01(a) above);

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

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

               (v) after the Class Principal Balance of the Class B Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class C Certificates, up

                                     -202-
<PAGE>

     to an amount (not to exceed the Class Principal Balance of such Class of
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Net 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 subclause of this Section
     4.01(b));

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

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

               (viii) after the Class Principal Balance of the Class C
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class D Certificates, up 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 Net
     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 subclause of this Section 4.01(b));

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

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

               (xi) after the Class Principal Balance of the Class D
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class E Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

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

                                     -203-
<PAGE>

               (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 Net
     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 subclause of this Section 4.01(b));

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

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

               (xvii) after the Class Principal Balance of the Class F
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class G Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

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

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

               (xx) after the Class Principal Balance of the Class G
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class H Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

                                     -204-
<PAGE>

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

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

               (xxiii) after the Class Principal Balance of the Class H
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class J Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

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

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

               (xxvi) after the Class Principal Balance of the Class J
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class K Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

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

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

               (xxix) after the Class Principal Balance of the Class K
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class L Certificates, up

                                     -205-
<PAGE>

     to an amount (not to exceed the Class Principal Balance of such Class of
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Net 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 subclause of this Section
     4.01(b));

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

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

               (xxxii) after the Class Principal Balance of the Class L
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class M Certificates, up 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 Net
     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 subclause of this Section 4.01(b));

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

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

               (xxxv) after the Class Principal Balance of the Class M
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class N Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

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

                                     -206-
<PAGE>

               (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 Net
     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 subclause of this Section 4.01(b));

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

               (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 Net
     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 subclause of this Section 4.01(b));

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

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

               (xliv) after the Class Principal Balance of the Class Q
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class S Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

                                     -207-
<PAGE>

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

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

               (xlvii) after the Class Principal Balance of the Class S
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class T Certificates, up to an amount (not to exceed
     the Class Principal Balance of such Class of Certificates outstanding
     immediately prior to such Distribution Date) equal to the entire Net
     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 subclause of this Section 4.01(b));

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

               (xlix) to make distributions to the Holders of the Class R-III
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC II Regular Interests on
     such Distribution Date pursuant to Section 4.01(j), over (B) the aggregate
     distributions made in respect of the Regular Interest Certificates on such
     Distribution Date out of the Net Available Distribution Amount pursuant to
     Section 4.01(a) above, out of the Subordinate Net Available Distribution
     Amount pursuant to subclauses (i) through (xlviii) above of this Section
     4.01(b) and/or out of the Class MM Available Distribution Amount pursuant
     to the next paragraph of this Section 4.01(b);

               (l) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j);

               (li) to make distributions to the Holders of the Class R-LR
     Certificates, up to an amount equal to the excess, if any, of (A) that
     portion of the Available Distribution Amount for such Distribution Date
     that is allocable to the Early Defeasance Mortgage Loans and/or any related
     REO Properties, over (B) the aggregate distributions (other than
     distributions of Net Prepayment Consideration) deemed made in respect of
     the Loan REMIC Regular Interests on such Distribution Date pursuant to
     Section 4.01(l); and

                                     -208-
<PAGE>

               (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 Net Available Distribution Amount for such Distribution Date,
     over (B) the aggregate distributions made in respect of other Classes of
     Subordinate Certificates on such Distribution Date pursuant to subclauses
     (i) through (li) above of this Section 4.01(b).

         On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer and, if
applicable, the Special Servicer, withdraw from the Collection Account and apply
the Class MM 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
     X-MM2 and Class MM-1 Certificates, up to an amount equal to, and pro rata
     as among such Classes in accordance with, all Distributable Certificate
     Interest in respect of each such Class of Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates, if any;

               (ii) to make distributions of principal to the Holders of the
     Class MM-1 Certificates, up to an amount (not to exceed the Class Principal
     Balance of the Class MM-1 Certificates outstanding immediately prior to
     such Distribution Date) equal to the entire Class MM Principal Distribution
     Amount for such Distribution Date;

               (iii) to make distributions to the Holders of the Class MM-1
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

               (iv) to make distributions of interest to the Holders of the
     Class MM-2 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) to make distributions of principal to the Holders of the
     Class MM-2 Certificates, up to an amount (not to exceed the Class Principal
     Balance of the Class MM-2 Certificates outstanding immediately prior to
     such Distribution Date) equal to the entire Class MM Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of the Class MM-1 Certificates
     pursuant to pursuant to the immediately preceding subclause (ii));

               (vi) to make distributions to the Holders of the Class MM-2
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

               (vii) to make distributions of interest to the Holders of the
     Class MM-3 Certificates, up to an amount equal to all Distributable
     Certificate Interest in respect of such

                                     -209-
<PAGE>

     Class of Certificates for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates, if any;

               (viii) to make distributions of principal to the Holders of the
     Class MM-3 Certificates, up to an amount (not to exceed the Class Principal
     Balance of the Class MM-3 Certificates outstanding immediately prior to
     such Distribution Date) equal to the entire Class MM Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of the Class MM-1 Certificates
     pursuant to pursuant to the immediately preceding subclause (ii) or to the
     Holders of the Class MM-2 Certificates pursuant to the immediately
     preceding subclause (v)); and

               (ix) to make distributions to the Holders of the Class MM-3
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed.

         (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount received by or on behalf of the Trust with respect
to any Trust Mortgage Loan or REO Trust Mortgage Loan during the related
Collection Period that represents Net Prepayment Consideration (exclusive, if
applicable, of any portion thereof that constitutes Class MM Net Prepayment
Consideration) and shall distribute such Net Prepayment Consideration (or the
applicable portion thereof) 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) 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.

         On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount received by or on behalf of the Trust with respect
to any Trust Mortgage Loan or REO Trust Mortgage Loan during the related
Collection Period that represents Net Prepayment Consideration (exclusive, if
applicable, of any portion thereof that constitutes Class MM Net Prepayment
Consideration and, further, exclusive of any portion thereof distributed in
respect of the YM Principal Balance Certificates pursuant to the foregoing
paragraph of this Section 4.01(c)) and shall distribute such Net Prepayment
Consideration (or the applicable portion thereof) to: (i) the Holders of the
Class X-WC Certificates if such Net Prepayment Consideration relates to the
Westfield Shoppingtown Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto; (ii) the Holders of the Class X-MM1 Certificates if
such Net Prepayment Consideration relates to the Monroeville Mall Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto; or (iii) the
Holders of the X-CL Certificates if such Net Prepayment Consideration relates to
any other Trust Mortgage Loan or REO Trust Mortgage Loan. Any Net Prepayment
Consideration distributed in respect of the Class X-CL Certificates on any
Distribution Date shall be deemed to have been distributed in respect of the
respective REMIC III Components of the Class X-CL Certificates, on a pro rata
basis in accordance with the respective amounts by which the Component Notional
Amounts of such REMIC III Components were reduced on such Distribution Date by
deemed distributions of principal pursuant to Section 4.01(j).

         On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount received by or on behalf of the Trust during the
related Collection Period that constitutes Class

                                     -210-
<PAGE>

MM Net Prepayment Consideration with respect to the Monroeville Mall Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto and
shall distribute (i) to the Holders of the Class X-MM2 Certificates 25% of such
Class MM Net Prepayment Consideration and (ii) to the Holders of each Class of
Class MM Principal Balance Certificates that portion of such Class MM Net
Prepayment Consideration equal to the product of (X) 75% of such Class MM Net
Prepayment Consideration, multiplied by (Y) a fraction (not greater than one or
less than zero), the numerator of which is the amount of principal to be
distributed on such Class of Class MM Principal Balance Certificates on such
Distribution Date pursuant to Section 4.01(b) or Section 9.01, and the
denominator of which is equal to the Class MM Principal Distribution Amount for
such Distribution Date.

         (d) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amounts then on deposit in the Class V Sub-Account that
represent Additional Interest received by or on behalf of the Trust with respect
to the ARD Trust Mortgage Loans and any successor REO Trust Mortgage Loans with
respect to the ARD Trust Mortgage Loans (other than the Monroeville Mall Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto)
during the related Collection Period and shall distribute such amounts to the
Holders of the Class V-1 Certificates. On each Distribution Date, the Trustee
shall withdraw from the Collection Account any amounts then on deposit in the
Class V Sub-Account that represent Additional Interest collected in respect of
the Monroeville Mall Trust Mortgage Loan and/or any successor REO Trust Mortgage
Loan with respect thereto during the related Collection Period and shall
distribute 87.804594% of such amounts to the Holders of the Class V-1
Certificates and 12.195406% of such amounts to the Holders of the Class V-2
Certificates.

         (e) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no less than five Business Days prior to (or, in the
case of the initial Distribution Date, no later than) the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise by check mailed to the address
of such Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) will be made in a like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense
previously allocated thereto, which reimbursement is to occur after the date on
which such Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Certificateholder that
surrendered such Certificate as such address last appeared in the Certificate
Register or to any other address of which the Trustee was subsequently notified
in writing. If such check is returned to the Trustee, then the Trustee, directly
or through an agent, shall take such reasonable steps to contact the related
Holder and deliver such check as it shall deem appropriate. Any funds in respect
of a check

                                     -211-
<PAGE>

returned to the Trustee shall be set aside by the Trustee and held uninvested in
trust and credited to the account of the appropriate Holder. The costs and
expenses of locating the appropriate Holder and holding such funds shall be paid
out of such funds. No interest shall accrue or be payable to any former Holder
on any amount held in trust hereunder. If the Trustee has not, after having
taken such reasonable steps, located the related Holder by the second
anniversary of the initial sending of a check, the Trustee shall, subject to
applicable law, distribute the unclaimed funds to the Class R-III
Certificateholders.

         (f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

         (g) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

         (h) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date a notice to the effect that:

               (i) the Trustee expects that the final distribution with respect
     to such Class of Certificates will be made on such Distribution Date but
     only upon presentation and surrender 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

                                     -212-
<PAGE>

with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, then the Trustee,
directly or through an agent, shall take such steps to contact the remaining
non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate. The costs and expenses of holding such funds in
trust and of contacting such non-tendering Certificateholders following the
first anniversary of the delivery of such second notice thereto shall be paid
out of such funds. No interest shall accrue or be payable to any former Holder
on any amount held in trust pursuant to this paragraph. If all of the
Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall, subject to applicable law,
distribute to the Class R-III Certificateholders all unclaimed funds and other
assets which remain subject thereto.

         (i) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

         (j) All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section
9.01 shall be deemed to have first been distributed from REMIC II to REMIC III
with respect to the Corresponding REMIC II Regular Interest(s) for such Class of
Certificates; all distributions made with respect to the Class X-WC Certificates
on each Distribution Date pursuant to Section 4.01(a), Section 4.01(c) or
Section 9.01 shall be deemed to have been first distributed from REMIC II to
REMIC III in respect of REMIC II Regular Interest X-WC; all distributions made
with respect to the Class X-MM1 Certificates on each Distribution Date pursuant
to Section 4.01(a), Section 4.01(c) or Section 9.01 shall be deemed to have been
first distributed from REMIC II to REMIC III in respect of REMIC II Regular
Interest X-MM1; and all distributions made with respect to each Class of
Interest Only Certificates (other than the Class X-WC Certificates and the Class
X-MM1 Certificates) on each Distribution Date pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(c) or Section 9.01 and allocable to any particular
REMIC III Component of such Class of Certificates, shall be deemed to have first
been distributed from REMIC II to REMIC III in respect of the Corresponding
REMIC II Regular Interest for such REMIC III Component. In each case, if such
distribution on any such Class of Certificates was a distribution of accrued
interest, of principal, of additional interest (in the form of Net Prepayment
Consideration) or in reimbursement of any Realized Losses and Additional Trust
Fund Expenses previously allocated to such Class of Certificates, then the
corresponding distribution deemed to be made on a REMIC II Regular Interest
pursuant to the preceding sentence (and, if applicable, any of the remaining
paragraphs of this Section 4.01(j)) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration) or in reimbursement of any Realized Losses
and Additional Trust Fund Expenses previously allocated to REMIC III in respect
of such REMIC II Regular Interest.

         The Class A-1, Class A-2, Class A-4 and Class H Certificates shall, in
the case of each such Class of Certificates, have three Corresponding REMIC II
Regular Interests. The Class J Certificates shall have two Corresponding REMIC
II Regular Interests. Each other Class of Principal Balance Certificates shall
have one Corresponding REMIC II Regular Interest.

                                     -213-
<PAGE>

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest
A-1-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of Uncertificated
Distributable Interest in respect of each such REMIC II Regular Interest for the
subject Distribution Date and, to the extent not previously deemed paid, for all
prior Distribution Dates, if any. Deemed distributions of principal made on
REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II
Regular Interest A-1-3 shall be allocated: first, to REMIC II Regular Interest
A-1-1, until its Uncertificated Principal Balance is reduced to zero; then, to
REMIC II Regular Interest A-1-2, until its Uncertificated Principal Balance is
reduced to zero; and last, to REMIC II Regular Interest A-1-3, until its
Uncertificated Principal Balance is reduced to zero. Deemed distributions of
additional interest (in the form of Net Prepayment Consideration) made on REMIC
II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular
Interest A-1-3 shall be allocated among those three REMIC II Regular Interests
on a pro rata basis in accordance with the respective amounts of deemed
distributions of principal in respect of each such REMIC II Regular Interest on
the subject Distribution Date. Deemed distributions in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses made on
REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II
Regular Interest A-1-3 shall be allocated among those three REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts deemed
reimbursable with respect thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest
A-2-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of Uncertificated
Distributable Interest in respect of each such REMIC II Regular Interest for the
subject Distribution Date and, to the extent not previously deemed paid, for all
prior Distribution Dates, if any. Deemed distributions of principal made on
REMIC II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II
Regular Interest A-2-3 shall be allocated: first, to REMIC II Regular Interest
A-2-1, until its Uncertificated Principal Balance is reduced to zero; then, to
REMIC II Regular Interest A-2-2, until its Uncertificated Principal Balance is
reduced to zero; and last, to REMIC II Regular Interest A-2-3, until its
Uncertificated Principal Balance is reduced to zero. Deemed distributions of
additional interest (in the form of Net Prepayment Consideration) made on REMIC
II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular
Interest A-2-3 shall be allocated among those three REMIC II Regular Interests
on a pro rata basis in accordance with the respective amounts of deemed
distributions of principal in respect of each such REMIC II Regular Interest on
the subject Distribution Date. Deemed distributions in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses made on
REMIC II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II
Regular Interest A-2-3 shall be allocated among those three REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts deemed
reimbursable with respect thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II Regular Interest
A-4-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of Uncertificated
Distributable Interest in respect of each such REMIC II Regular Interest for the
subject Distribution Date and, to the extent not previously deemed paid, for all
prior Distribution Dates, if any. Deemed distributions of principal made on
REMIC II Regular Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II
Regular Interest A-4-3 shall be allocated: first, to REMIC II Regular

                                     -214-
<PAGE>

Interest A-4-1, until its Uncertificated Principal Balance is reduced to zero;
then, to REMIC II Regular Interest A-4-2, until its Uncertificated Principal
Balance is reduced to zero; and last, to REMIC II Regular Interest A-4-3, until
its Uncertificated Principal Balance is reduced to zero. Deemed distributions of
additional interest (in the form of Net Prepayment Consideration) made on REMIC
II Regular Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II Regular
Interest A-4-3 shall be allocated among those three REMIC II Regular Interests
on a pro rata basis in accordance with the respective amounts of deemed
distributions of principal in respect of each such REMIC II Regular Interest on
the subject Distribution Date. Deemed distributions in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses made on
REMIC II Regular Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II
Regular Interest A-4-3 shall be allocated among those three REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts deemed
reimbursable with respect thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest H-1, REMIC II Regular Interest H-2 and REMIC II Regular Interest H-3
shall be allocated among those three REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts of Uncertificated Distributable
Interest in respect of each such REMIC II Regular Interest for the subject
Distribution Date and, to the extent not previously deemed paid, for all prior
Distribution Dates, if any. Deemed distributions of principal made on REMIC II
Regular Interest H-1, REMIC II Regular Interest H-2 and REMIC II Regular
Interest H-3 shall be allocated: first, to REMIC II Regular Interest H-1, until
its Uncertificated Principal Balance is reduced to zero; then, to REMIC II
Regular Interest H-2, until its Uncertificated Principal Balance is reduced to
zero; and last, to REMIC II Regular Interest H-3, until its Uncertificated
Principal Balance is reduced to zero. Deemed distributions of additional
interest (in the form of Net Prepayment Consideration) made on REMIC II Regular
Interest H-1, REMIC II Regular Interest H-2 and REMIC II Regular Interest H-3
shall be allocated among those three REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts of deemed distributions of
principal in respect of each such REMIC II Regular Interest on the subject
Distribution Date. Deemed distributions in reimbursement of previously allocated
Realized Losses and Additional Trust Fund Expenses made on REMIC II Regular
Interest H-1, REMIC II Regular Interest H-2 and REMIC II Regular Interest H-3
shall be allocated among those three REMIC II Regular Interests on a pro rata
basis in accordance with the respective amounts deemed reimbursable with respect
thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest J-1 and REMIC II Regular Interest J-2 shall be allocated between those
two REMIC II Regular Interests on a pro rata basis in accordance with the
respective amounts of Uncertificated Distributable Interest in respect of each
such REMIC II Regular Interest for the subject Distribution Date and, to the
extent not previously deemed paid, for all prior Distribution Dates, if any.
Deemed distributions of principal made on REMIC II Regular Interest J-1 and
REMIC II Regular Interest J-2 shall be allocated: first, to REMIC II Regular
Interest J-1, until its Uncertificated Principal Balance is reduced to zero; and
then, to REMIC II Regular Interest J-2, until its Uncertificated Principal
Balance is reduced to zero. Deemed distributions of additional interest (in the
form of Net Prepayment Consideration) made on REMIC II Regular Interest J-1 and
REMIC II Regular Interest J-2 shall be allocated between those two REMIC II
Regular Interests on a pro rata basis in accordance with the respective amounts
of deemed distributions of principal in respect of each such REMIC II Regular
Interest on the subject Distribution Date. Deemed distributions in reimbursement
of previously allocated Realized Losses and Additional Trust Fund Expenses made
on REMIC II Regular Interest J-1 and REMIC II Regular Interest J-2 shall be

                                     -215-
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allocated between those two REMIC II Regular Interests on a pro rata basis in
accordance with the respective amounts deemed reimbursable with respect thereto
for the subject Distribution Date.

         The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 9.01, as applicable, shall be deemed to have
been so made from the amounts deemed distributed with respect to the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

         (k) On each Distribution Date, including the Final Distribution Date,
the portion of the Available Distribution Amount for such Distribution Date that
is attributable to the Monroeville Mall Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto 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 REMIC I
     Regular Interest MM-A, up to an amount equal to, the Uncertificated
     Distributable Interest with respect to such REMIC I Regular Interest for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates;

               (ii) as deemed distributions of principal with respect to REMIC I
     Regular Interest MM-A, up to an amount (not to exceed the Uncertificated
     Principal Balance of REMIC I Regular Interest MM-A outstanding immediately
     prior to such Distribution Date) equal to the entire portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     the Monroeville Mall Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto;

               (iii) as deemed distributions with respect to REMIC I Regular
     Interest MM-A, up to an amount equal to, and in reimbursement of, any
     Realized Losses and Additional Trust Fund Expenses previously allocated to
     REMIC I Regular Interest MM-A;

               (iv) as deemed distributions of interest with respect to REMIC I
     Regular Interest MM-B, up to an amount equal to, the Uncertificated
     Distributable Interest with respect to such REMIC I Regular Interest for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates;

               (v) as deemed distributions of principal with respect to REMIC I
     Regular Interest MM-B, up to an amount (not to exceed the Uncertificated
     Principal Balance of REMIC I Regular Interest MM-B outstanding immediately
     prior to such Distribution Date) equal to the excess, if any, of (A) the
     portion of the Principal Distribution Amount for such Distribution Date
     attributable to the Monroeville Mall Trust Mortgage Loan or any successor
     REO Trust Mortgage Loan with respect thereto, over (B) the Uncertificated
     Principal Balance of REMIC I Regular Interest MM-A outstanding immediately
     prior to such Distribution Date; and

               (vi) as deemed distributions with respect to REMIC I Regular
     Interest MM-B, up to an amount equal to, and in reimbursement of, any
     Realized Losses and Additional Trust

                                     -216-
<PAGE>

     Fund Expenses previously allocated to REMIC I Regular Interest MM-B (with
     compounded interest).

         On each Distribution Date, including the Final Distribution Date, the
Available Distribution Amount for such Distribution Date (exclusive of any
portion thereof that is attributable to the Monroeville Mall Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto) 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 (other than REMIC I Regular Interest MM-A and
     REMIC I Regular Interest MM-B), up to an amount equal to, and pro rata in
     accordance with, all Uncertificated Distributable Interest with respect to
     each such 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 (other than REMIC I Regular Interest MM-A and
     REMIC I Regular Interest MM-B), up to an amount equal to, and pro rata in
     accordance with, as to each such 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 (or, in the case of each of REMIC I Regular Interest
     WC-1, REMIC I Regular Interest WC-2, REMIC I Regular Interest PFP-1 and
     REMIC I Regular Interest PFP-2, attributable to the applicable Loan
     Component of the related Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto); and

               (iii) as deemed distributions with respect to all the REMIC I
     Regular Interests (other than REMIC I Regular Interest MM-A and REMIC I
     Regular Interest MM-B), up to an amount equal to, pro rata in accordance
     with, and in reimbursement of, any Realized Losses and Additional Trust
     Fund Expenses previously allocated to each such REMIC I Regular Interest
     (with compounded interest).

         Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interest(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.

         The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates and the Class R-II Certificates
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section 9.01,
as applicable, shall be deemed to have been so made from the amounts deemed
distributed with respect to the REMIC I Regular Interests on such Distribution
Date pursuant to this Section 4.01(k). Notwithstanding the deemed distributions
on the REMIC I Regular Interests described in this Section 4.01(k), actual
distributions of funds from the Collection Account shall be made only in
accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section
4.01(d) or Section 9.01, as applicable.

                                     -217-
<PAGE>

         (l) On each Distribution Date, including the Final Distribution Date,
the portion of the Available Distribution Amount for such date allocable to each
Early Defeasance Mortgage Loan (or any successor REO 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 Mortgage Loan (or any successor REO
     Trust Mortgage Loan with respect thereto); and

               (iii) as deemed distributions in respect of the related Loan
     REMIC Regular Interest, up to an amount equal to, and in reimbursement of,
     any Realized Losses and Additional Trust Fund Expenses previously allocated
     to such Loan REMIC Regular Interest (with compounded interest).

         Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date that is allocable to an Early
Defeasance Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto) shall, in each case, be deemed to have been distributed from the
related Loan REMIC to REMIC I in respect of the Loan REMIC Regular Interest
corresponding to the prepaid Early Defeasance Mortgage Loan or REO Trust
Mortgage Loan, as the case may be, in respect of which such Net Prepayment
Consideration was received.

         The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates, the Class R-II Certificates and the
Class R-I Certificates pursuant to Section 4.01(a), Section 4.01(b), Section
4.01(c) or Section 9.01, as applicable, shall be deemed to have been so made in
part from the amounts deemed distributed with respect to the Loan REMIC Regular
Interests on such Distribution Date pursuant to this Section 4.01(l).
Notwithstanding the deemed distributions on the Loan REMIC Regular Interests
described in this Section 4.01(l), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

         SECTION 4.02. Statements to Certificateholders; CMSA Loan Periodic
                       Update File.

         (a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Representative, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level

                                     -218-
<PAGE>

File and the CMSA Collateral Summary File, based on information provided to it
by the Master Servicer and/or the Special Servicer, setting forth, without
limitation:

               (i) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in reduction of
     the Class Principal Balance thereof;

               (ii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates allocable to
     Distributable Certificate Interest;

               (iii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates allocable to
     Prepayment Premiums, Yield Maintenance Charges and Excess Defeasance
     Deposit Proceeds, respectively;

               (iv) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in
     reimbursement of previously allocated Realized Losses and Additional Trust
     Fund Expenses;

               (v) the Available Distribution Amount, the Net Available
     Distribution Amount and the Class MM Available Distribution Amount,
     respectively, for such Distribution Date;

               (vi) the aggregate amount of P&I Advances made in respect of the
     Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a)
     and/or Section 4.03A(a);

               (vii) (A) the aggregate amount of unreimbursed P&I Advances that
     had been outstanding with respect to the Mortgage Pool at the close of
     business on the related Determination Date and the aggregate amount of any
     interest accrued and payable to the Master Servicer, the Trustee or the
     Fiscal Agent in respect of such unreimbursed P&I Advances in accordance
     with Section 4.03(d) or 4.03A(d) as of the close of business on such
     Determination Date and (B) the aggregate amount of unreimbursed Servicing
     Advances that had been outstanding with respect to the Mortgage Pool as of
     the close of business on the related Determination Date and the aggregate
     amount of interest accrued and payable to the Master Servicer, the Special
     Servicer, the Trustee or the Fiscal Agent in respect of such unreimbursed
     Servicing Advances in accordance with Section 3.11(g) as of the close of
     business on such related Determination Date;

               (viii) the aggregate unpaid principal balance of the Mortgage
     Pool and the Monroeville Mall Trust Mortgage Loan (or any successor REO
     Trust Mortgage Loan with respect thereto), respectively, outstanding as of
     the close of business on the related Determination Date and the aggregate
     Stated Principal Balance of the Mortgage Pool and the Stated Principal
     Balance of the Monroeville Mall Trust Mortgage Loan (or any successor REO
     Trust Mortgage Loan with respect thereto), 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

                                     -219-
<PAGE>

     (other than REO Trust Mortgage Loans) as of the close of business on the
     related Determination Date;

               (x) the number, aggregate unpaid principal balance (as of the
     close of business on the related Determination Date and aggregate Stated
     Principal Balance (immediately after such Distribution Date) of 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 (other than
     a payment in full), (A) the loan number thereof, (B) the nature of the
     Liquidation Event and, in the case of a Final Recovery Determination, a
     brief description of the basis for such Final Recovery Determination, (C)
     the aggregate of all Liquidation Proceeds and other amounts received in
     connection with such Liquidation Event (separately identifying the portion
     thereof allocable to distributions on the Certificates), and (D) the amount
     of any Realized Loss in connection with such Liquidation Event;

               (xiii) with respect to any REO Property that was included in the
     Trust Fund as of the close of business on the related Determination Date,
     the loan number of the related Trust Mortgage Loan, the book value of such
     REO Property and the amount of REO Revenues and other amounts, if any,
     received with respect to such REO Property during the related Collection
     Period (separately identifying the portion thereof allocable to
     distributions on the Certificates) and, if available, the Appraised Value
     of such REO Property as expressed in the most recent appraisal thereof and
     the date of such appraisal;

               (xiv) with respect to any Trust Mortgage Loan as to which the
     related Mortgaged Property became an REO Property during the related
     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 included in the Trust Fund
     as to which a Final Recovery Determination was made during the related
     Collection Period, (A) the loan number of the related 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
     with respect to such REO Property during the related Collection Period
     (separately identifying the portion thereof allocable to distributions on
     the Certificates), (D) the amount of any Realized Loss in respect of the
     related REO 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;

                                     -220-
<PAGE>

               (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
     Principal Distribution Amount was not distributed on such Distribution
     Date, the portion of the shortfall affecting each Class of Principal
     Balance Certificates;

               (xviii) the Pass-Through Rate for each Class of Regular Interest
     Certificates for such Distribution Date;

               (xix) the Principal Distribution Amount, the Net Principal
     Distribution Amount and the Class MM Principal Distribution Amount,
     respectively, for such Distribution Date, separately identifying the
     respective components thereof (and, in the case of any Principal Prepayment
     or other unscheduled collection of principal received during the related
     Collection Period, the loan number for the related Trust Mortgage Loan and
     the amount of such prepayment or other collection of principal);

               (xx) the aggregate of all Realized Losses incurred during the
     related Collection Period and from the Closing Date and all Additional
     Trust Fund Expenses (with a description thereof) incurred during the
     related Collection Period and from the Closing Date;

               (xxi) the aggregate of all Realized Losses and Additional Trust
     Fund Expenses that remain unallocated immediately following such
     Distribution Date;

               (xxii) the Class Principal Balance of each Class of Principal
     Balance Certificates and the Class Notional Amount of each Class of
     Interest Only Certificates, outstanding immediately before and immediately
     after such Distribution Date, separately identifying any reduction therein
     due to the allocation of Realized Losses and Additional Trust Fund Expenses
     on such Distribution Date;

               (xxiii) the Certificate Factor for each Class of Regular Interest
     Certificates immediately following such Distribution Date;

               (xxiv) the aggregate amount of any interest on Advances in
     respect of the Mortgage Pool paid to the Master Servicer, the Trustee and
     the Fiscal Agent during the related Collection Period in accordance with
     Section 3.11(g), Section 4.03(d) and/or Section 4.03A(d);

               (xxv) (A) the loan number for each Required Appraisal Loan and
     any related Appraisal Reduction Amount (including an itemized calculation
     thereof) as of the related Determination Date and (B) the aggregate
     Appraisal Reduction Amount for all Required Appraisal Loans as of the
     related Determination Date;

               (xxvi) on a cumulative basis from the Cut-off Date, the number,
     aggregate Stated Principal Balance immediately after such Distribution Date
     (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
     Balance (in the case of subclauses (C) and (D)), weighted

                                     -221-
<PAGE>

     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 Premiums, Yield
     Maintenance Charges and Excess Defeasance Deposit Proceeds collected (A)
     during the related Collection Period and (B) since the Closing Date;

               (xxx) (A) the aggregate amount of servicing compensation in
     respect of the Mortgage Pool (separately identifying the amount of each
     category of compensation) paid to the Master Servicer, the Special Servicer
     and, if payable directly out of the Trust Fund without a reduction in the
     servicing compensation otherwise payable to the Master Servicer or the
     Special Servicer, to each Sub-Servicer, during the related Collection
     Period, and (B) such other information as the Trustee is required by the
     Code or other applicable law to furnish to enable Certificateholders to
     prepare their tax returns; and

               (xxxi) the amounts, if any, actually distributed with respect to
     the Class R-I, Class R-II, Class R-III and Class R-LR Certificates on such
     Distribution Date.

         In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xv), (xix), (xx),
(xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying
information is solely within the control of the Special Servicer or the Master
Servicer, the Trustee may, absent manifest error, conclusively rely on the
reports to be provided by the Special Servicer or the Master Servicer.

         The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository. The Trustee shall make available each month,
to Certificateholders, Certificate Owners, the Underwriters, the Rating
Agencies, the Controlling Class Representative, any party hereto or any Person
identified by any Certificateholder or Certificate Owner as a prospective
transferee, via the Trustee's internet website, with the use of a password
provided by the Trustee to such Person upon request and, in the case of a
Certificateholder, a Certificate Owner or a prospective transferee of a
Certificate or any interest therein, upon receipt by the Trustee from such
Person of a certification substantially in the form of Exhibit L-1 or Exhibit
L-2, as applicable, all Certificateholder Reports and any additional files
containing substantially similar information in an alternative format and, with
the consent or at the direction of the Depositor, such other information
regarding the Certificates and/or the Mortgage Pool as the Trustee may have in
its possession. The Trustee will make no representations or

                                     -222-
<PAGE>

warranties as to the accuracy or completeness of such documents and will assume
no responsibility therefor.

         The Trustee's internet website shall initially be located at
www.etrustee.net or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the other parties hereto, the Controlling Class
Representative (if any), the Certificateholders and the Rating Agencies. In
connection with providing access to the Trustee's internet website, the Trustee
may require the acceptance of a disclaimer. The Trustee shall not be liable for
the dissemination of information in accordance with this Agreement.

         The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports, on its
internet website. The Master Servicer will make no representations or warranties
as to the accuracy or completeness of any report not prepared by it and will
assume no responsibility for any information for which it is not the original
source.

         The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require the
acceptance of a disclaimer. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement. Access to the Master Servicer's internet website
shall be coordinated with the Trustee and shall be with the use of a password
provided by the Master Servicer, which, in the case of a Certificateholder or a
Certificate Owner, shall only be provided upon receipt by the Master Servicer
from such Person of a certification substantially in the form of Exhibit L-1.
Notwithstanding the foregoing, upon the Depositor's notifying the Master
Servicer that the Non-Registered Certificates have been sold by the Underwriters
to unaffiliated third parties, the Master Servicer may make the Servicer Reports
available on its internet website without a password, provided that for so long
as reports are required to be filed with the Commission in respect of the Trust
pursuant to Section 15(d) of the Exchange Act, the subject reports shall have
been previously filed with the Commission (which shall be confirmed by the
Master Servicer by request made to the Trustee).

         If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
(A) the Master Servicer shall so notify the Trustee, set forth such information
in an additional report, in a format reasonably acceptable to the Trustee and
the Master Servicer (the "Supplemental Report"), and deliver such report to the
Trustee upon preparation thereof or simultaneously with the delivery of its
reports described in Section 3.12(c); and (B) the Trustee shall include the
Supplemental Report in or as an attachment to the Distribution Date Statement
for the following Distribution Date and, to the extent required by Section
8.15(a), shall file such Supplemental Report, together with such Distribution
Date Statement and the other corresponding Servicer Reports, on the related
Current Report on Form 8-K and/or the related Annual Report on Form 10-K, as
applicable, in accordance with Section 8.15(a).

                                     -223-
<PAGE>

         During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of 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 Certificateholders
during such calendar year (or the applicable portion of such calendar year
during which such Person was a Certificateholder) set forth in the Distribution
Date Statements and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.

         Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) Trepp, LLC (at 477 Madison Avenue, 18th Floor,
New York, New York 10022 or such other address as Trepp, LLC may designate),
(ii) Intex Solutions, Inc. (at 100 A Street, Needham, Massachusetts 02494, or
such other address as Intex Solutions, Inc. may hereafter designate), (iii)
Charter Research Corporation (at Two Oliver Street, 10th Floor, Boston,
Massachusetts 02109-4904, or such other address as Charter Research Corporation
may hereafter designate), and (iv) any other similar third party information
provider, a copy of the reports made available to the Holders of the
Certificates on such Distribution Date as described above.

         Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholders or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) electronically to such party (such
electronic distribution and such statements, reports, and/or information thereon
to bear such appropriate

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<PAGE>

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 (either directly or indirectly
through the Master Servicer), as applicable, and shall not be liable for any
failure to deliver any thereof on the prescribed due dates, to the extent caused
by failure to receive timely such underlying information. Nothing herein shall
obligate the Trustee, the Master Servicer or the Special Servicer to violate any
applicable law prohibiting disclosure of information with respect to any
Mortgagor and the failure of the Trustee, Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereof.

         The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any Person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three Business Days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (C) the Trustee
shall be entitled to indicate the source of all information furnished by it, and
the Trustee may affix thereto any disclaimer it deems appropriate in its
reasonable discretion, (D) the Trustee shall notify Certificateholders of the
availability of any such information in any manner as it, in its sole
discretion, may determine, (E) the Trustee may, in its sole discretion, furnish
Additional Information which originated from the Special Servicer to a Rating
Agency in any instance, and to the Certificateholders, Certificate Owners and/or
the public-at-large if it determines that the furnishing of such information
would assist in the evaluation of the investment characteristics or valuation of
the Certificates or would be in the best interests of the Certificateholders or
is required by applicable law and, in the case of any such Additional
Information originating from the Special Servicer requested by or provided to a
Certificate Owner or Certificateholder, such Certificate Owner or
Certificateholder has delivered an executed certification substantially in the
form of Exhibit L-1 attached hereto (unless, on a case-by-case basis, the
Special Servicer waives, in writing, the requirement of such certification);
provided, however, that nothing in clauses (A) through (E) above

                                     -225-
<PAGE>

shall prevent the Trustee, whether with or without the consent of the Depositor,
from furnishing information with respect to the Trust Fund and its
administration thereof to any Person, if it reasonably determines that the
furnishing of such information is required by applicable law. The Trustee shall
forward to the Depositor any requests for Additional Information which, for
their fulfillment, require the consent of the Depositor. Nothing herein shall be
construed to impose upon the Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance.

         (b) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee, and upon request, to the Depositor, the Underwriters and the
Special Servicer, by electronic transmission (or in such other form to which the
Trustee or the Depositor, as the case may be, and the Master Servicer may
agree), an accurate and complete CMSA Loan Periodic Update File providing the
required information for the Mortgage Loans and any successor REO Mortgage Loans
as of the related Determination Date.

         In the performance of its obligations set forth in Section 4.05 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer (if other than the Special Servicer or an
Affiliate thereof) shall have no obligation to provide such information until it
has received such information from the Special Servicer, shall not be in default
hereunder due to a delay in providing the CMSA Loan Periodic Update File caused
by the Special Servicer's failure to timely provide any report required under
this Agreement and may, absent actual knowledge of an error therein,
conclusively rely on the reports to be provided by the Special Servicer. The
Master Servicer may conclusively rely on any information provided by the
Depositor or any Mortgagor with respect to the CMSA Loan Periodic Update File,
CMSA Loan Setup File, CMSA Property File and CMSA Financial File.

         SECTION 4.03. P&I Advances With Respect to Trust Mortgage Loans and REO
                       Trust Mortgage Loans That Are Not Part of a Loan Pair.

         (a) On or before 2:00 p.m., New York City time, on each Master Servicer
Remittance Date, the Master Servicer shall, subject to Section 4.03(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 (exclusive of each
Trust Mortgage Loan and REO Trust Mortgage Loan that is part of a Loan Pair, as
to which the making of P&I Advances is governed by Section 4.03A), first, by
transferring to the Trustee for deposit in the Collection Account amounts then
held in the Pool Custodial Account for future distribution to Certificateholders
in subsequent months in discharge of such obligations, and second, by remitting
its own funds to the Trustee for deposit in a Collection Account in an amount
equal to the remaining portion of such required P&I Advances. Any amounts held
in the Pool Custodial Account for future distribution and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Pool Custodial Account on or
before the next succeeding Determination Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal and
interest in respect of which such P&I Advances were made). If, as of 4:00 p.m.,
New York City time, on any 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

                                     -226-
<PAGE>

documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (704)
593-7740 (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 Master Servicer Remittance Date. If after such notice by
facsimile, the Trustee does not receive the full amount of such P&I Advances by
10:00 a.m., New York City time, on the related Distribution Date, then the
Trustee (or the Fiscal Agent on its behalf) shall make the portion of such P&I
Advances that was required to be, but was not, made by the Master Servicer on
such Master Servicer Remittance Date. If the Trustee fails to make any such P&I
Advance on the related Distribution Date, but the Fiscal Agent makes such P&I
Advance on such date, then the Trustee shall be deemed not to be in default
hereunder.

         (b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to 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, 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 (exclusive of each Trust Mortgage Loan and
REO Trust Mortgage Loan that is part of a Loan Pair) on their respective Due
Dates during the related Collection Period, in each case to the extent such
amount was not paid by or on behalf of the related Mortgagor or otherwise
collected (including as net income from REO Properties) as of the close of
business on the related Determination Date; provided that if it is determined
that an Appraisal Reduction Amount exists with respect to any such Trust
Mortgage Loan or REO Trust Mortgage Loan, then the amount of each P&I Advance,
if any, 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, during the period
that such Appraisal Reduction Amount continues to exist, shall be reduced to
equal the product of (i) the amount of the subject P&I Advance that would
otherwise be required without regard to this proviso, multiplied by (ii) 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, net
of 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.

         (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable P&I Advance. The determination by the
Master Servicer that it has made a Nonrecoverable P&I Advance pursuant to this
Section 4.03 or that any proposed P&I Advance, if made pursuant to this Section
4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Fiscal Agent and the
Depositor on or before the related Master Servicer Remittance Date, setting
forth the basis for such determination, together with any other information that
supports such determination, including an appraisal (which appraisal shall have
been conducted by an Independent Appraiser within the 12-month period preceding
such determination in accordance with the standards of the Appraisal Institute
taking into account the factors specified in Section 3.18), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession), engineers' reports,
environmental surveys and any similar reports that the Master

                                     -227-
<PAGE>

Servicer may have obtained consistent with the Servicing Standard and at the
expense of the Trust Fund, that support such determination by the Master
Servicer. If, in connection with the foregoing, it is necessary for the Master
Servicer to obtain an appraisal, the Master Servicer shall so notify the Special
Servicer and consult with the Special Servicer regarding such appraisal. The
Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any
determination by the Master Servicer that a P&I Advance, if made 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, the Trustee or Fiscal
Agent shall make such Advance within the time periods required by Section
4.03(a) unless the Trustee or the Fiscal Agent, in its good faith, reasonable
discretion, makes a determination prior to the times specified in Section
4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. Upon a
determination that any P&I Advance previously made pursuant to this Section 4.03
with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan is a
Nonrecoverable P&I Advance, the Special Servicer shall report to the Master
Servicer the Special Servicer's determination. The Master Servicer shall be
entitled to conclusively rely on such determination.

         (d) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby under this Section 4.03 (with its own funds) for so long as such P&I
Advance is outstanding; provided that if the grace period for the delinquent
Monthly 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, collected in connection with
the late payment of such delinquent Monthly Payment; and provided, further,
that, in no event shall interest so accrue on any P&I Advance as to which the
corresponding Late Collection was received by the Master Servicer or a
Sub-Servicer on its behalf as of the related Master Servicer Remittance Date.
Interest so accrued on any P&I Advance made under this Section 4.03 shall be
payable: (i) first, in accordance with Sections 3.05 and 3.26, out of any
Default Charges collected on or in respect of the particular 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
Trust Mortgage Loans and REO Properties on deposit in the Pool Custodial
Account. The Master Servicer shall, in accordance with Section 3.05(a),
reimburse itself, the Trustee or the Fiscal Agent, as applicable, for any
outstanding P&I Advance made thereby under this Section 4.03 as soon as
practicable after funds available for such purpose are deposited in the Pool
Custodial Account. 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 (as contemplated by Section 3.05(a)(vii)), any of the Master
Servicer, the Trustee or the 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 6 months or such longer period of time (not
to exceed 12 months) 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 the Fiscal Agent, as


                                     -228-
<PAGE>

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 the Fiscal Agent, or a breach of any other
contractual obligation owed to the Certificateholders by any party to this
Agreement.

         SECTION 4.03A. P&I Advances With Respect to Mortgage Loans and REO
                        Mortgage Loans That Are Each Part of a Loan Pair.

         (a) The Master Servicer shall make P&I Advances with respect to both
Mortgage Loans (or, if applicable, REO Mortgage Loans) in the Westfield
Shoppingtown Loan Pair, with respect to the Polaris Fashion Place Trust Mortgage
Loan (or, if applicable, the Polaris Fashion Place REO Trust Mortgage Loan) and
with respect to the Pembroke Lakes Mall Trust Mortgage Loan (or, if applicable,
the Pembroke Lakes Mall REO Trust Mortgage Loan). On or before 2:00 p.m., New
York City time, on each Master Servicer Remittance Date, the Master Servicer
shall, subject to Section 4.03A(c) below, satisfy its obligations to make any
required P&I Advance on such Master Servicer Remittance Date in respect of the
Westfield Shoppingtown Loan Pair, the Polaris Fashion Place Trust Mortgage Loan
(or, if applicable, the Polaris Fashion Place REO Trust Mortgage Loan) and the
Pembroke Lakes Mall Trust Mortgage Loan (or, if applicable, the Pembroke Lakes
Mall REO Trust Mortgage Loan) by depositing into the Collection Account (or, in
the case of the Westfield Shoppingtown Non-Trust Mortgage Loan or any successor
REO Mortgage Loan with respect thereto, into the Westfield Shoppingtown
Custodial Account), out of its own funds, the amount of such P&I Advance
required to be made. If, as of 4:00 p.m., New York City time, on any 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 4.03A(a) in
respect of any Trust Mortgage Loan or REO Trust Mortgage Loan that is part of a
Loan Pair (and the Master Servicer shall not have delivered to the Trustee the
requisite Officer's Certificate and documentation related to a determination of
nonrecoverability of the subject P&I Advance), then the Trustee shall provide
notice of such failure to a Servicing Officer of the Master Servicer by
facsimile transmission sent to telecopy no. (704) 593-7740 (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 Master
Servicer Remittance Date. If after such notice, the Trustee does not receive the
full amount of such P&I Advance by 11:00 a.m., New York City time, on the
related Distribution Date, then the Trustee (or the Fiscal Agent on its behalf)
shall make the portion of such P&I Advance that was required to be, but was not,
made by the Master Servicer in respect of the Trust Mortgage Loan or REO Trust
Mortgage Loan in the subject Loan Pair on the preceding Master Servicer
Remittance Date. If the Trustee fails to make any such P&I Advance on the
related Distribution Date, but the Fiscal Agent makes such P&I Advance on such
date, then the Trustee shall be deemed not to be in default hereunder.

         (b) The amount of the P&I Advance to be made by the Master Servicer,
the Trustee or the Fiscal Agent, as the case may be, pursuant to this Section
4.03A, in respect of the Westfield Shoppingtown Trust Mortgage Loan, the
Westfield Shoppingtown Non-Trust Mortgage Loan, the Polaris Fashion Place Trust
Mortgage Loan, the Pembroke Lakes Mall Trust Mortgage Loan or any successor REO
Mortgage Loan with respect to any of the foregoing, as applicable, on any Master
Servicer Remittance Date shall, subject to Section 4.03A(c) below, equal the
Monthly Payment or, if

                                     -229-
<PAGE>

applicable, the Assumed Monthly Payment, net of the related Master Servicing Fee
and any related Workout Fee, due (or, in the case of an Assumed Monthly Payment,
deemed due) in respect of such Mortgage Loan or REO Mortgage Loan, as the case
may be, on its respective Due Date during the related Collection Period, but
only to the extent that such amount was not paid by or on behalf of the related
Mortgagor or otherwise collected (including as net income from any related REO
Property) as of the close of business on the related Determination Date;
provided that, if collections on the Westfield Shoppingtown Loan Pair or the
Westfield Shoppingtown Mortgaged Property that would otherwise be applied to pay
accrued interest (exclusive of Default Interest and/or Additional Interest) due
with respect to the Westfield Shoppingtown Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto on its Due Date during the
related Collection Period, are instead being applied, pursuant to the related
loan agreement and/or the Westfield Shoppingtown Co-Lender Agreement, to pay
principal of the Westfield Shoppingtown Trust Mortgage Loan or any Westfield
Shoppingtown REO Trust Mortgage Loan (following the occurrence and during the
continuance of an event of default with respect to the Westfield Shoppingtown
Loan Pair, or after the Westfield Shoppingtown Mortgaged Property has become an
REO Property), then a Monthly Payment or Assumed Monthly Payment, as applicable,
with respect to the Westfield Shoppingtown Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, as applicable, shall not be
considered "paid by or on behalf of the related Mortgagor or otherwise
collected" for purposes of this Section 4.03A(b) except to the extent that
payments and/or other collections with respect to the Westfield Shoppingtown
Loan Pair or the Westfield Shoppingtown Mortgaged Property are specifically
applied towards such Monthly Payment or Assumed Monthly Payment, as the case may
be, in accordance with the related loan agreement and/or the Westfield
Shoppingtown Co-Lender Agreement; and provided, further, that if it is
determined that an Appraisal Reduction Amount exists with respect to any Loan
Pair and if such Appraisal Reduction Amount exceeds the Stated Principal Balance
of the Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto included in such Loan Pair, then each P&I Advance, if any, required to
be made under this Section 4.03A in respect of the Trust Mortgage Loan or any
REO Trust Mortgage Loan included in the subject Loan Pair during the period that
such Appraisal Reduction Amount continues to exist, shall be reduced to equal
the product of (i) the amount of the subject P&I Advance that would otherwise be
required to be made in respect of the Trust Mortgage Loan or any REO Trust
Mortgage Loan, as the case may be, included in the subject Loan Pair, without
regard to this proviso, multiplied by (ii) a fraction, the numerator of which is
equal to the then Stated Principal Balance of the Trust Mortgage Loan or any REO
Trust Mortgage Loan, as the case may be, included in the subject Loan Pair,
reduced (to not less than zero) by the portion of such Appraisal Reduction
Amount that is in excess of the then Stated Principal Balance of the Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto, as the
case may be, included in the subject Loan Pair, and the denominator of which is
equal to the then Stated Principal Balance of the Trust Mortgage Loan or any REO
Trust Mortgage Loan, as the case may be, in the subject Loan Pair; and provided,
further, that if it is determined that an Appraisal Reduction Amount exists with
respect to the Westfield Shoppingtown Loan Pair, then each P&I Advance, if any,
required to be made under this Section 4.03A in respect of the Westfield
Shoppingtown Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, as applicable, during the period that such Appraisal Reduction
Amount continues to exist, shall be reduced to equal the product of (i) the
amount of the subject P&I Advance that would otherwise be required in respect of
the Westfield Shoppingtown Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto, as applicable, without regard to this proviso and the
immediately following sentence, multiplied by (ii) a fraction, the numerator of
which is equal to the then Stated Principal Balance of the Westfield
Shoppingtown Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, as applicable, reduced (to not less than zero) by such

                                     -230-
<PAGE>

Appraisal Reduction Amount, and the denominator of which is equal to the then
Stated Principal Balance of the Westfield Shoppingtown Non-Trust Mortgage Loan
or any successor REO Mortgage Loan with respect thereto, as applicable.
Notwithstanding the foregoing, at the request of the Westfield Shoppingtown
Non-Trust Mortgage Loan Noteholder, the Master Servicer shall cease making P&I
Advances in respect of the Westfield Shoppingtown Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, as the case may be (i.e., the
Master Servicer shall not advance the portion of the delinquent Monthly Payments
or, if applicable, Assumed Monthly Payments allocable to the Westfield
Shoppingtown Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, as the case may be) until such time as the Westfield
Shoppingtown Non-Trust Mortgage Loan Noteholder requests that such P&I Advances
again commence (each such request to be made at least five (5) Business Days
prior to the date on which the P&I Advance would otherwise be made).

         (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03A with respect to any
Mortgage Loan or REO Mortgage Loan that is part of a Loan Pair if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. The
determination by the Master Servicer that any proposed P&I Advance, if made
pursuant to this Section 4.03A with respect to a Mortgage Loan or REO Mortgage
Loan in a Loan Pair, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered to the Trustee and, if
applicable, the Westfield Shoppingtown Non-Trust Mortgage Loan Noteholder, on or
before the next Master Servicer Remittance Date, setting forth the basis for
such determination, together with any other information that supports such
determination, including an appraisal (which appraisal shall be an expense
payable out of the related Loan Pair Custodial Account and shall have been
conducted by an Independent Appraiser in accordance with the standards of the
Appraisal Institute, within the twelve months preceding such determination of
nonrecoverability), Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Property (to the extent
available and/or in the Master Servicer's or the Special Servicer's possession),
engineers' reports, environmental surveys and any similar reports that the
Master Servicer may have obtained consistent with the Servicing Standard and
that support such determination by the Master Servicer. If, in connection with
the foregoing, it is necessary for the Master Servicer to obtain an appraisal,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. The Trustee and the Fiscal Agent
shall be entitled to rely, conclusively, on any determination by the Master
Servicer that a P&I Advance to be made in respect of the Trust Mortgage Loan or
any REO Trust Mortgage Loan in a Loan Pair, if made pursuant to this Section
4.03A, 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 4.03A
with respect to a Trust Mortgage Loan or any REO Trust Mortgage Loan that is
part of a Loan Pair for reasons other than a determination by the Master
Servicer that such P&I Advance would be a Nonrecoverable P&I Advance, the
Trustee or Fiscal Agent shall make such Advance within the time periods required
by Section 4.03A(a) unless the Trustee or the Fiscal Agent, in its good faith,
reasonable discretion, makes a determination prior to the times specified in
Section 4.03A(a) that such P&I Advance would be a Nonrecoverable P&I Advance.
Upon a determination that any P&I Advance previously made pursuant to this
Section 4.03A with respect to a Specially Serviced Mortgage Loan or any REO
Mortgage Loan is a Nonrecoverable P&I Advance, the Special Servicer shall report
to the Master Servicer the Special Servicer's determination. The Master Servicer
shall be entitled to conclusively rely on such determination. Notwithstanding
anything to the contrary herein, neither the Trustee nor the Fiscal Agent shall
be required to make any P&I Advance with respect to a Non-Trust Mortgage Loan or
any successor REO Mortgage Loan with respect thereto, and none of the Trustee,
the Fiscal Agent or the Master Servicer shall be required to make any P&I

                                     -231-
<PAGE>

Advance with respect to the Polaris Fashion Place Non-Trust Mortgage Loan, the
Pembroke Lakes Mall Non-Trust Mortgage Loan or any successor REO Mortgage Loan
with respect to either of the foregoing.

         (d) The Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby in respect of a Mortgage Loan or an REO Mortgage Loan in a Loan Pair
under this Section 4.03A (with its own funds) for so long as such P&I Advance is
outstanding; provided that, if the grace period for the delinquent Monthly
Payment as to which a P&I Advance was made under this section has not elapsed as
of the time such P&I Advance was made, then the total interest so accrued on
such P&I Advance prior to the expiration of such grace period, shall not exceed
the amount of Default Charges, if any, collected in connection with the late
payment of such delinquent Monthly Payment; and provided, further, that, in no
event shall interest so accrue on any P&I Advance in respect of a Mortgage Loan
in a Loan Pair as to which the corresponding Late Collection was received by the
Master Servicer or a Sub-Servicer on its behalf as of the Master Servicer
Remittance Date on which such P&I Advance was made. Interest so accrued on any
P&I Advance made under this Section 4.03A shall be payable: (i) first, in
accordance with Section 3.05A and 3.26, out of Default Charges collected on or
in respect of the Non-Trust Mortgage Loan or any successor REO Mortgage Loan
with respect thereto in the applicable Loan Pair (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 are received); (ii) second, in accordance
with Section 3.05A and 3.26, out of Default Charges collected on or in respect
of the Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto in the applicable Loan Pair (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 are received); and (iii) third, to the extent that the
Default Charges described in the immediately preceding clauses (i) and (ii) are
insufficient, but only if such Advance is being reimbursed at the same time or
if such Advance has been previously reimbursed, out of any other collections
that were made on or in respect of the applicable Loan Pair; provided that
interest on P&I Advances made with respect to the Westfield Shoppingtown
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
may be paid solely, pursuant to clauses (i) and (iii) above, from Default
Charges or other collections received on or in respect of the Westfield
Shoppingtown Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto; and provided, further, that interest on P&I Advances made with
respect to the Trust Mortgage Loan or any successor REO Trust Mortgage Loan in
respect thereof in a Loan Pair may be paid out of the Pool Custodial Account
only as and to the extent permitted under Section 3.05(a). The Master Servicer
shall, in accordance with Section 3.05A, reimburse itself, the Trustee and the
Fiscal Agent, as applicable, for any outstanding P&I Advance made thereby in
respect of a Mortgage Loan or REO Mortgage Loan in a Loan Pair under this
Section 4.03A as soon as practicable after funds received in respect of the
particular Mortgage Loan or REO Mortgage Loan (as allocable thereto pursuant to
the related loan documents and the related Co-Lender Agreement) in the
applicable Loan Pair as to which such P&I Advance was made are deposited in the
related Loan Pair Custodial Account. Furthermore, if any P&I Advance made under
this Section 4.03A with respect to any Trust Mortgage Loan or REO Trust Mortgage
Loan that is part of a Loan Pair is determined to be a Nonrecoverable P&I
Advance, then the Master Servicer shall, in accordance with Section 3.05(a),
reimburse itself, the Trustee or the Fiscal Agent, as applicable, for such P&I
Advance as soon as practicable after funds available for such purpose are
deposited in the Pool Custodial Account. Notwithstanding the foregoing, upon a
determination that a P&I Advance previously made pursuant to this Section 4.03A
with respect to the Trust Mortgage Loan or any REO Trust Mortgage Loan in a Loan
Pair is a Nonrecoverable P&I Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool

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immediately (as contemplated by Section 3.05(a)(vii)), any of the Master
Servicer, the Trustee or the 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 6 months or such longer period of time (not
to exceed 12 months) 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 the 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 the Fiscal Agent, or a breach of any other
contractual obligation owed to the Certificateholders by any party to this
Agreement.

         SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
                       Expenses

         (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates (other
than the Class MM Principal Balance Certificates), exceeds (ii) the aggregate
Stated Principal Balance of the Mortgage Pool (net of the Uncertificated
Principal Balance of REMIC I Regular Interest MM-B) 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 the remaining 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. On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of the Class MM Principal Balance Certificates, exceeds (ii)
the Uncertificated Principal Balance of REMIC I Regular Interest MM-B that will
be outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class MM-3, Class MM-2 and Class
MM-1 Certificates shall be reduced sequentially, in that order, in each case,
until the remaining such excess or the related Class Principal Balance is
reduced to zero (whichever occurs first). All such reductions in the Class
Principal Balances of the respective Classes of the Principal Balance
Certificates pursuant to this Section 4.04(a) shall constitute allocations of
Realized Losses and Additional Trust Fund Expenses.

         (b) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(j), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests (other than REMIC II Regular Interest X-WC, REMIC II Regular Interest

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X-MM1, REMIC II Regular Interest MM-1, REMIC II Regular Interest MM-2 and REMIC
II Regular Interest MM-3), exceeds (ii) the aggregate Stated Principal Balance
of the Mortgage Pool (net of the Uncertificated Principal Balance of REMIC I
Regular Interest MM-B) that will be outstanding immediately following such
Distribution Date. If such excess does exist, then the Uncertificated Principal
Balances of REMIC II Regular Interest T, REMIC II Regular Interest S, REMIC II
Regular Interest Q, REMIC II Regular Interest P, REMIC II Regular Interest N,
REMIC II Regular Interest M, REMIC II Regular Interest L, REMIC II Regular
Interest K, REMIC II Regular Interest J-1, REMIC II Regular Interest J-2, REMIC
II Regular Interest H-1, REMIC II Regular Interest H-2, REMIC II Regular
Interest H-3, REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II
Regular Interest E, REMIC II Regular Interest D, REMIC II Regular Interest C and
REMIC II Regular Interest B, shall be reduced sequentially, in that order, in
each case, until the remaining such excess or the related Uncertificated
Principal Balance is reduced to zero (whichever occurs first). If, after the
foregoing reductions, the amount described in clause (i) of the second preceding
sentence still exceeds the amount described in clause (ii) of such sentence,
then the respective Uncertificated Principal Balances of (A) REMIC II Regular
Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest
A-1-3, as a collective matter, in the order described in the next sentence, (B)
REMIC II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II
Regular Interest A-2-3, as a collective matter, in the order described in the
second following sentence, (C) REMIC II Regular Interest A-3, and (D) REMIC II
Regular Interest A-4-1, REMIC II Regular Interest A-4-2 and REMIC II Regular
Interest A-4-3, as a collective matter, in the order described in the third
following sentence, shall be reduced on a pro rata basis in accordance with the
relative sizes of such Uncertificated Principal Balances, until any such
remaining excess is reduced to zero. Any reductions in the Uncertificated
Principal Balances of REMIC II Regular Interest A-1-1, REMIC II Regular Interest
A-1-2 and REMIC II Regular Interest A-1-3 pursuant to the preceding sentence
shall be made: first, to the Uncertificated Principal Balance of REMIC II
Regular Interest A-1-1, until such Uncertificated Principal Balance is reduced
to zero; then, to the Uncertificated Principal Balance of REMIC II Regular
Interest A-1-2, until such Uncertificated Principal Balance is reduced to zero;
and last, to the Uncertificated Principal Balance of REMIC II Regular Interest
A-1-3, until such Uncertificated Principal Balance is reduced to zero. Any
reductions in the Uncertificated Principal Balances of REMIC II Regular Interest
A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3
pursuant to the second preceding sentence shall be made: first, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-2-1, until such
Uncertificated Principal Balance is reduced to zero; then, to the Uncertificated
Principal Balance of REMIC II Regular Interest A-2-2, until such Uncertificated
Principal Balance is reduced to zero; and last, to the Uncertificated Principal
Balance of REMIC II Regular Interest A-2-3, until such Uncertificated Principal
Balance is reduced to zero. Any reductions in the Uncertificated Principal
Balances of REMIC II Regular Interest A-4-1, REMIC II Regular Interest A-4-2 and
REMIC II Regular Interest A-4-3 pursuant to the third preceding sentence shall
be made: first, to the Uncertificated Principal Balance of REMIC II Regular
Interest A-4-1, until such Uncertificated Principal Balance is reduced to zero;
then, to the Uncertificated Principal Balance of REMIC II Regular Interest
A-4-2, until such Uncertificated Principal Balance is reduced to zero; and last,
to the Uncertificated Principal Balance of REMIC II Regular Interest A-4-3,
until such Uncertificated Principal Balance is reduced to zero. On each
Distribution Date, following the deemed distributions to be made in respect of
the REMIC II Regular Interests on such date pursuant to Section 4.01(j), the
Trustee shall determine the amount, if any, by which (i) the then aggregate
Uncertificated Principal Balance of REMIC II Regular Interest MM-1, REMIC II
Regular Interest MM-2 and REMIC II Regular Interest MM-3, exceeds (ii) the
Uncertificated Principal Balance of REMIC I Regular Interest MM-B that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the respective


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Uncertificated Principal Balances of REMIC II Regular Interest MM-3, REMIC II
Regular Interest MM-2 and REMIC II Regular Interest MM-1 shall be reduced
sequentially, in that order, in each case, until the remaining such excess or
the related Uncertificated Principal Balance is reduced to zero (whichever
occurs first). All such reductions in the Uncertificated Principal Balances of
the respective REMIC II Regular Interests pursuant to this Section 4.04(b) shall
be deemed to constitute allocations of Realized Losses and Additional Trust Fund
Expenses.

     (c) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(k),
the Uncertified Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the Stated
Principal Balance of the related Trust Mortgage Loan or REO Trust Mortgage Loan
(or, in the case of each of REMIC I Regular Interest WC-1, REMIC I Regular
Interest WC-2, REMIC I Regular Interest PFP-1 and REMIC I Regular Interest
PFP-2, the respective portions of that Stated Principal Balance allocable to the
applicable Loan Component of the related Trust Mortgage Loan or REO Trust
Mortgage Loan), as the case may be, that will be outstanding immediately
following such Distribution Date; provided, that the Uncertificated Principal
Balance of REMIC I Regular Interest MM-B (after taking account of such deemed
distributions pursuant to Section 4.01(k)) shall be reduced to the extent
necessary (if at all) to equal the excess, if any, of (i) the Stated Principal
Balance of the Monroeville Mall Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto that will be outstanding immediately
following such Distribution Date, over (ii) the Uncertificated Principal Balance
of REMIC I Regular Interest MM-A (after taking account of such deemed
distributions pursuant to Section 4.01(k)). Any such reductions in the
Uncertificated Principal Balances of the respective REMIC I Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

     (d) On each Distribution Date, following the deemed distributions to be
made in respect of the Loan REMIC Regular Interests pursuant to Section 4.01(l),
the Uncertificated Principal Balance of each Loan REMIC Regular Interest (after
taking account of such deemed distributions) shall be reduced to equal the
Stated Principal Balance of the related Early Defeasance 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. Calculations.

     The Trustee shall, provided it receives the necessary information from the
Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX and the
actual and deemed allocations of Realized Losses and Additional Trust Fund
Expenses to be made pursuant to Section 4.04. The Trustee shall calculate the
Available Distribution Amount, the Net Available Distribution Amount, the
Subordinate Net Available Distribution Amount and the Class MM 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.

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     SECTION 4.06. Use of Agents.

     The Master Servicer, the Special Servicer or the Trustee may at its own
expense utilize agents or attorneys-in-fact in performing any of its obligations
under this Article IV (except the obligation to make P&I Advances), but no such
utilization shall relieve the Master Servicer, the Special Servicer or the
Trustee, as applicable, from any of such obligations, and the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall remain responsible for
all acts and omissions of any such agent or attorney-in-fact.

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                                   ARTICLE V

                                THE CERTIFICATES


     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibits A-1, A-2, A-3, A-4, A-5 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 Class A-1, Class A-2, Class
A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class
X-CL, Class X-CP, Class X-WC, Class X-MM1, Class H, Class J, Class K, Class L,
Class M, Class N, Class P, Class Q, Class S, Class X-MM2, Class MM-1, Class MM-2
and Class MM-3 Certificates shall initially (and, at the option of the
Depositor, following the Closing Date, all or a portion of any other Class of
Certificates may) be held and transferred through the book-entry facilities of
the Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of
$10,000 in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class B,
Class C, Class D, Class E, Class F and Class G Certificates, $250,000 in the
case of the Interest Only Certificates, and $250,000 in the case of the
remaining Regular Interest Certificates, and in each such case in integral
multiples of $1 in excess thereof. The Class R-I, Class R-II, Class R-III, Class
R-LR, Class V-1 and Class V-2 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

                                     -237-
<PAGE>

for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided. The offices of the Trustee responsible for its
duties as initial Certificate Register shall be located, as of the Closing Date,
at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention:
Asset-Backed Securities Trust Services Group--LB-UBS Commercial Mortgage Trust,
Series 2003-C3. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Master Servicer, the Special Servicer and (if
the Trustee is not the Certificate Registrar) the Trustee, any other bank or
trust company to act as Certificate Registrar under such conditions as the
predecessor Certificate Registrar may prescribe, provided that the predecessor
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.

     If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

     (b) No Transfer of any Non-Registered Certificate or interest therein shall
be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If a Transfer of any Definitive Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Non-Registered Certificates or a Transfer of such
Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to
the Trustee to the effect that the prospective Transferee is an Institutional
Accredited Investor or a Qualified Institutional Buyer and such Transfer may be
made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

     If a Transfer of any interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than

                                     -238-
<PAGE>

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-2C, or (ii) an Opinion of Counsel to
the effect that the prospective Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as provided in the following two paragraphs, no interest in the Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If any Transferee of an interest
in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the Opinion of Counsel or one of the certifications described in the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit F-2C hereto are, with
respect to the subject Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee, as transfer agent
for the Depository, to approve the debit of the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
and approve the credit of the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the 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

                                     -239-
<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, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

                                     -240-
<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 Class R-I, Class R-II, Class R-III,
Class R-LR, Class V-1 or Class V-2 Certificate, a certification to the effect
that the purchase and holding of such Certificate or interest therein by such
prospective Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii)
alternatively, but only in the case of a Non-Registered Certificate that is an
Investment Grade Certificate (other than, if applicable, a Class R-I, Class
R-II, Class R-III, Class R-LR, Class V-1 or Class V-2 Certificate) that is being
acquired by or on behalf of a Plan in reliance on the Prohibited Transaction
Exemption, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y)
is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor
with respect to 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
Definitive Certificate) or the Transferor (in the case of ownership



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<PAGE>

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 and that it is not acquiring its Ownership
               Interest in the Residual Interest Certificate that is the subject
               of the proposed Transfer as a nominee, trustee or agent for any
               Person that is not a Permitted Transferee.

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

          (D)  Each Person holding or acquiring any Ownership Interest in a
               Residual Interest Certificate shall agree (1) to require a
               Transfer Affidavit and Agreement from any prospective Transferee
               to whom such Person attempts to Transfer its Ownership Interest
               in such Residual Interest Certificate and (2) not to Transfer its
               Ownership Interest in such Residual Interest Certificate unless
               it provides to the Certificate Registrar a certificate
               substantially in the form attached hereto as Exhibit H-2 stating


                                     -242-
<PAGE>

               that, among other things, it has no actual knowledge that such
               prospective Transferee is not a Permitted Transferee.

          (E)  Each Person holding or acquiring an Ownership Interest in a
               Residual Interest Certificate, by purchasing such Ownership
               Interest, agrees to give the Tax Administrator and the Trustee
               written notice that it is a "pass-through interest holder" within
               the meaning of temporary Treasury 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 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

                                     -243-
<PAGE>


     Administrator to discharge such obligation. The Person holding such
     Ownership Interest shall be responsible for the reasonable compensation of
     the Tax Administrator for providing information thereto pursuant to this
     subsection (d)(iii) and Section 10.01(h)(i).

          (iv) The provisions of this Section 5.02(d) set forth prior to this
     clause (iv) may be modified, added to or eliminated, provided that there
     shall have been delivered to the Trustee and the Tax Administrator the
     following:

          (A)  written confirmation from each Rating Agency to the effect that
               the modification of, addition to or elimination of such
               provisions will not cause an Adverse Rating Event; and

          (B)  an Opinion of Counsel, in form and substance satisfactory to the
               Trustee and the Tax Administrator, obtained at the expense of the
               party seeking such modification of, addition to or elimination of
               such provisions (but in no event at the expense of the Trustee,
               the Tax Administrator or the Trust), to the effect that doing so
               will not (1) cause any REMIC Pool to cease to qualify as a REMIC
               or be subject to an entity-level tax caused by the Transfer of
               any Residual Interest Certificate to a Person which is not a
               Permitted Transferee or (2) cause a Person other than the
               prospective Transferee to be subject to a REMIC-related tax
               caused by the Transfer of a Residual Interest Certificate to a
               Person that is not a Permitted Transferee.

     (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

     (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

     (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the 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

                                     -244-
<PAGE>

transfer in the form satisfactory to the Certificate Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing.

     (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

     (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

     SECTION 5.03. Book-Entry Certificates.

     (a) The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class
D, Class E, Class F, Class G, Class X-CL, Class X-CP, Class X-WC, Class X-MM1,
Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S,
Class X-MM2, Class MM-1, Class MM-2 and Class MM-3 Certificates shall, in the
case of each such Class, initially (and, at the option of the Depositor,
following the Closing Date, all or a portion of any other Class of Certificates
may) be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in Section 5.03(c) and in the
fifth paragraph of Section 5.02(b), a Transfer of such Certificates may not be
registered by the Certificate Registrar unless such Transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
Transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.03(c) and in the fifth paragraph of Section 5.02(b), shall not be
entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Class X-CL, Class
X-CP, Class X-WC, Class X-MM1, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class Q, Class S, Class X-MM2, Class MM-1, Class MM-2 and
Class MM-3 Certificates initially sold to Qualified Institutional Buyers in
reliance on Rule 144A or in reliance on another exemption from the registration
requirements of the Securities Act shall, in the case of each such Class, be
represented by the Rule 144A Global Certificate for such Class, which shall be
deposited with the Trustee as custodian for the Depository and registered in the
name of Cede & Co. as nominee of the Depository. The Class X-CL, Class X-CP,
Class X-WC, Class X-MM1, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class S, Class X-MM2, Class MM-1, Class MM-2 and Class MM-3
Certificates initially sold in offshore transactions in reliance on Regulation S
shall, in the case of each such Class, be represented by the Regulation S Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. All Transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.

     (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with

                                     -245-
<PAGE>

respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and brokerage firms representing such Certificate Owners. Multiple
requests and directions from, and votes of, the Depository as Holder of the
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.

     (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.

     Upon surrender to the Certificate Registrar of the Book-Entry Certificates
of any Class thereof by the Depository, accompanied by registration instructions
from the Depository for registration of transfer, the Certificate Registrar
shall execute, and the Authenticating Agent shall authenticate and deliver, the
Definitive Certificates in respect of such Class to the Certificate Owners
identified in such instructions. None of the Depositor, the Master Servicer, the
Special Servicer, the Trustee or the Certificate Registrar shall be liable for
any delay in delivery of such instructions, and each of them may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates for purposes of evidencing ownership of any
Class of Registered Certificates, the registered holders of such Definitive
Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

     (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

     SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

     If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate 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

                                     -246-
<PAGE>

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.



                                     -247-
<PAGE>

                                   ARTICLE VI

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


     SECTION 6.01. Liability of Depositor, Master Servicer and Special Servicer.

     The Depositor, the Master Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

     SECTION 6.02. Continued Qualification and Compliance of Master Servicer;
                   Merger, Consolidation or Conversion of Depositor, Master
                   Servicer or Special Servicer.

     Subject to the following paragraph, the Depositor, the Master Servicer and
the Special Servicer shall each keep in full effect its existence, rights and
franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

     Each of the Depositor, the Master Servicer and the Special Servicer may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets (which, in the case of the Master Servicer or the Special
Servicer, may be limited to all or substantially all of its assets related to
commercial mortgage loan servicing) to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business (which, in the case of the Master Servicer or the Special Servicer,
may be limited to the commercial mortgage loan servicing business) of the
Depositor, the Master Servicer or the Special Servicer, shall be the successor
of the Depositor, the Master Servicer or the Special Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as confirmed in writing by each of the Rating Agencies, such succession will not
result in an Adverse Rating Event, and (ii) such successor or surviving Person
makes the applicable representations and warranties set forth in Section 3.23
(in the case of a successor or surviving Person to the Master Servicer) or
Section 3.24 (in the case of a successor or surviving Person to the Special
Servicer), as applicable.

     SECTION 6.03. Limitation on Liability of Depositor, Master Servicer and
                   Special Servicer.

     None of the Depositor, the Master Servicer or the Special Servicer shall be
under any liability to the Trust Fund, the Trustee, the Certificateholders or
the 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


                                     -248-
<PAGE>

the Special Servicer against any liability to the Trust Fund, the
Trustee, the Certificateholders or the 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 Loan Pair is involved, such indemnity shall be payable out of the related Loan
Pair Custodial Account pursuant to Section 3.05A and, to the extent not solely
attributable to the Non-Trust Mortgage Loan in such Loan Pair, shall also be
payable out of the Pool Custodial Account if amounts on deposit in the related
Loan Pair Custodial Account are insufficient therefor. None of the Depositor,
the Master Servicer or the Special Servicer shall be under any obligation to
appear in, prosecute or defend any administrative or legal action, proceeding,
hearing or examination, 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 Loan Pair is
affected, the rights of the Certificateholders and the related Non-Trust
Mortgage Loan Noteholder (as a collective whole)). In such event, the legal
expenses and costs of such action, and any liability resulting therefrom, shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Master Servicer and the Special Servicer shall be entitled to be reimbursed
therefor from the Pool Custodial Account as provided in Section 3.05; provided,
however, that if a Loan Pair and/or the related Non-Trust Mortgage Loan
Noteholder is involved, such expenses, costs and liabilities shall be payable
out of the related Loan Pair Custodial Account pursuant to Section 3.05A and, to
the extent attributable to the Trust Mortgage Loan in such Loan Pair, shall also
be payable out of the Pool Custodial Account if amounts on deposit in the
related Loan Pair Custodial Account are insufficient therefor. In no event shall
the Master Servicer or the Special Servicer be liable or responsible for any
action taken or omitted to be taken by the other of them (unless they are the
same Person or Affiliates) or for any action taken or omitted to be taken by

                                     -249-
<PAGE>

the Depositor, the Trustee, any Certificateholder or any 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 of the Rating
Agencies confirms in writing that the successor's appointment will not result in
an Adverse Rating Event, (iii) the resigning party pays all costs and expenses
in connection with such resignation and the resulting transfer of servicing, and
(iv) the successor accepts appointment prior to the effectiveness of such
resignation and agrees in writing to be bound by the terms and conditions of
this Agreement. Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04(a).

     (b) Consistent with Section 6.04(a), neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person or,
except as provided in Sections 3.22, 4.06, 7.01(c) and 7.01(d), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer or the Special
Servicer are transferred to a successor thereto, the Master Servicing Fee, the
Special Servicing Fee, any Workout Fee (except as expressly contemplated by
Section 3.11(c)) and/or any Liquidation Fee, as applicable, that accrues or
otherwise becomes payable pursuant hereto from and after the date of such
transfer shall be payable to such successor. Notwithstanding anything to the
contrary herein, the outgoing Special Servicer shall be entitled to 100% of any
Liquidation Fee with respect to any Mortgage Loan as to which a Liquidation
Event has occurred prior to the effective date of transfer to the successor
special servicer.

     SECTION 6.05. Rights of Depositor, Trustee and the Non-Trust Mortgage Loan
                   Noteholders in Respect of the Master Servicer and the Special
                   Servicer.

     The Master Servicer shall afford the Depositor, each Underwriter, the
Trustee and each Non-Trust Mortgage Loan Noteholder, upon reasonable notice,
during normal business hours access to

                                     -250-
<PAGE>

all records maintained thereby in respect of its rights and obligations
hereunder. The Special Servicer shall provide or cause to be provided to the
Trustee, upon reasonable notice, access to all documentation regarding the
Specially Serviced Mortgage Loans and the Trust Fund within its control which
may be required by this Agreement, which access shall be afforded at the offices
of the Special Servicer designated by it at such time, and the Special Servicer
shall be entitled to affix a reasonable disclaimer to any information for which
it is not the original source. Upon reasonable request, the Master Servicer and
the Special Servicer shall each furnish the Depositor, each Underwriter, the
Trustee and each Non-Trust Mortgage Loan Noteholder with its most recent
publicly available financial statements and such other non-proprietary
information as the Master Servicer or the Special Servicer, as the case may be,
shall determine in its sole and absolute discretion as it possesses, which is
relevant to the performance of its duties hereunder and which it is not
prohibited by applicable law or contract from disclosing. The Depositor may, but
is not obligated to, enforce the obligations of the Master Servicer and the
Special Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer or Special
Servicer hereunder or exercise the rights of the Master Servicer and the Special
Servicer hereunder; provided, however, that neither the Master Servicer nor the
Special Servicer shall be relieved of any of its obligations hereunder by virtue
of such performance by the Depositor or its designee and, provided, further,
that the Depositor may not exercise any right pursuant to Section 7.01 to
terminate the Master Servicer or the Special Servicer as a party to this
Agreement. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer or the Special Servicer and is
not obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

     SECTION 6.06. Depositor, Master Servicer and Special Servicer to Cooperate
                   with Trustee.

     The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

     SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with
                   Master Servicer.

     The Depositor, the Special Servicer and the Trustee shall each furnish such
reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                   Special Servicer.

     The Depositor, the Master Servicer and the Trustee shall each furnish such
reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.09. Designation of Special Servicer and Controlling Class
                   Representative by the Controlling Class.

     (a) The Holder or Holders of the Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class may at any time and from time
to time designate a Person to

                                     -251-
<PAGE>

serve as Special Servicer hereunder and to replace any existing Special Servicer
or any Special Servicer that has resigned or otherwise ceased to serve
(including in connection with termination pursuant to Section 7.01) as Special
Servicer. Such Holder or Holders shall so designate a Person to serve as
replacement Special Servicer by the delivery to the Trustee, the Master
Servicer, each 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 of
the Rating Agencies that the appointment of such Person will not result in an
Adverse Rating Event; (2) an Acknowledgment of Proposed Special Servicer in the
form attached hereto as Exhibit I-2, executed by the designated Person, and (3)
an Opinion of Counsel (at the expense of the Person designated to become the
Special Servicer) to the effect that, upon the execution and delivery of the
Acknowledgment of Proposed Special Servicer, the designated Person shall be
bound by the terms of this Agreement and, subject to customary limitations, that
this Agreement shall be enforceable against the designated Person in accordance
with its terms. Any existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the resigning Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, whether in
respect of Servicing Advances or otherwise, (ii) if there were any Corrected
Mortgage Loans at the time that the resigning Special Servicer ceased to serve
in such capacity, the outgoing Special Servicer shall be entitled to any Workout
Fees thereafter payable with respect to such Corrected Mortgage Loans (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. Such resigning Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination of the resigning Special Servicer's responsibilities and rights
hereunder, including the transfer within two Business Days to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to a Custodial
Account, a Servicing Account, a Reserve Account or an REO Account or should have
been delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Mortgage Loans and REO Properties. The Trustee
shall notify the other parties hereto, the Certificateholders and the 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 (other than for cause pursuant to Section 7.01) of a Special Servicer
and its replacement by a Person designated by the Holder or Holders of
Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class, that are not paid by the replacement Special Servicer shall
be paid by such Holder or Holders.

     (b) The Holder or Holders of the Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class may also select a
representative (the "Controlling Class Representative") from whom the Special
Servicer will seek advice and approval and take direction under

                                     -252-
<PAGE>

certain circumstances, as described herein, and shall promptly notify the
Trustee, the Master Servicer and the Special Servicer of that selection.
Notwithstanding the foregoing, until a Controlling Class Representative is so
selected in accordance with the preceding sentence, or after receipt of a notice
from the Holder or Holders evidencing a majority of the Voting Rights allocated
to the Controlling Class that a Controlling Class Representative is no longer
designated, the Certificateholder, if any, that beneficially owns more than 50%
of the aggregate principal balance of the Controlling Class Certificates will be
deemed to be the Controlling Class Representative; provided that, if the
Controlling Class consists of Book-Entry Certificates, then any costs or
expenses incurred in connection with determining the identity of the Controlling
Class Representative shall be paid by the Trust or, if paid by the Trustee,
reimbursed to the Trustee out of the Trust Fund. The Controlling Class
Representative shall be required to keep all non-public information received by
it in such capacity pursuant to this Agreement confidential and, upon its
designation as such, the Controlling Class Representative (except with respect
to the initial Controlling Class Representative as provided in the following
sentence) shall deliver to the Trustee, the Master Servicer and the Special
Servicer a written confirmation to such effect, in the form of Exhibit O
attached hereto. Upon its acquisition of all the Class T Certificates, GMAC
Institutional Advisors 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.

     Further, the Holders of Class MM Principal Balance Certificates
representing more than 50% of the aggregate of the Class Principal Balances of
the Class MM Principal Balance Certificates, as certified by the Certificate
Registrar from time to time, shall also be entitled to select a particular
Holder of Class MM Principal Balance Certificates (the "Class MM Directing
Certificateholder") from whom the Special Servicer will seek advice and approval
and take direction under certain circumstances, as described herein, and shall
promptly notify the Trustee, the Master Servicer and the Special Servicer of
that selection; provided, however, that until a Class MM Directing
Certificateholder is so selected or after receipt of a notice from the Holders
of Class MM Principal Balance Certificates representing more than 50% of the
aggregate of the Class Principal Balances of the Class MM Principal Balance
Certificates that a Class MM Directing Certificateholder is no longer
designated, the Class MM Principal Balance Certificateholder that beneficially
owns the largest aggregate Certificate Principal Balance of the Class MM
Principal Balance Certificates will be the Class MM Directing Certificateholder.
If the Class MM Principal Balance Certificates consist of Book-Entry
Certificates, then any costs or expenses incurred in connection with determining
the identity of the Class MM Directing Certificateholder shall be paid by the
Trust or, if paid by the Trustee, reimbursed to the Trustee out of the Trust
Fund. The Class MM Directing Certificateholder shall be required to keep all
non-public information received by it in such capacity pursuant to this
Agreement confidential.

     (c) Notwithstanding the foregoing, if the Controlling Class of Certificates
or the Class MM Principal Balance Certificates, as applicable, consists of
Book-Entry Certificates, then the rights of the Holders of the Controlling Class
of Certificates or the Holders of the Class MM Principal Balance Certificates,
as applicable, set forth above in this Section 6.09 may be exercised directly by
the relevant Certificate Owners, provided that the identity of such Certificate
Owners has been confirmed to the Trustee to its reasonable satisfaction.

                                     -253-
<PAGE>

     SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                   Certificate.

     The Master Servicer, the Special Servicer or any Affiliate of either of
them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the related Non-Trust Mortgage Loan Noteholder, if a
Loan Pair is involved) to the proposal described in the written notice, and if
the Master Servicer or the Special Servicer shall act as proposed in the written
notice within 30 days, such action shall be deemed to comply with, but not
modify, the Servicing Standard. The Trustee shall be entitled to reimbursement
from the Master Servicer or the Special Servicer, as applicable, for the
reasonable expenses of the Trustee incurred pursuant to this paragraph. It is
not the intent of the foregoing provision that the Master Servicer or the
Special Servicer be permitted to invoke the procedure set forth herein with
respect to routine servicing matters arising hereunder, but rather only in the
case of unusual circumstances.

     SECTION 6.11. Certain Powers of the Controlling Class Representative.

     (a) Subject to Section 6.11(b), the Controlling Class Representative will
be entitled to consent to the Master Servicer's taking (in the event the Master
Servicer is authorized under this Agreement to take such action), and advise the
Special Servicer with respect to (in the event the Special Servicer is
authorized under this Agreement to take such action), the following actions of
such servicer; and, further subject to Section 6.11(b), neither the Special
Servicer nor the Master Servicer, as applicable, will be permitted to take any
of the following actions unless and until it has notified the Controlling Class
Representative in writing (with a copy to the related Non-Trust Mortgage Loan
Noteholder, if a Loan Pair is involved) and the Controlling Class Representative
has not objected in writing within 10 Business Days of having been notified
thereof and having been provided with all information that the Controlling Class
Representative has reasonably requested with respect thereto promptly following
its receipt of the subject notice (it being understood and agreed that if such
written

                                     -254-
<PAGE>

objection has not been received by the Special Servicer or the Master Servicer,
as applicable, within such 10-Business Day period, then the Controlling Class
Representative will be deemed to have approved the taking of the subject
action):

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

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

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

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

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

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

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

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

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

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

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

                                     -255-
<PAGE>

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

          (xiii) any extension by the Master Servicer of the maturity date of a
     Performing Mortgage Loan pursuant to Section 3.20(c);

          (xiv) with respect to any Performing Mortgage Loan that constitutes a
     Special Assumption Mortgage Loan, the approval of any request by a
     Mortgagor for a transfer of the related Mortgaged Property or assumption of
     such Mortgage Loan or transfers of certain interests in such Mortgagor, in
     accordance with Section 3.08(a); and

          (xv) any determination by the Master Servicer (A) that a Servicing
     Transfer Event has occurred with respect to any Mortgage Loan solely by
     reason of the failure of the related Mortgagor to maintain or cause to be
     maintained insurance coverage against damages or losses arising from acts
     of terrorism in accordance with the loan documents or (B) to force place
     any insurance against damages or losses arising from acts of terrorism that
     is failed to be maintained by the related Mortgagor with respect to the
     related Mortgaged Property; provided that, notwithstanding this clause
     (xv), a Servicing Transfer Event shall occur with respect to a Performing
     Mortgage Loan on the 60th day (or sooner with the consent of the
     Controlling Class Representative) following the forced placement of any
     insurance referred to under clause (B) above with respect to the related
     Mortgaged Property based upon either (1) the continued failure of the
     related Mortgagor to maintain or cause to be maintained such insurance
     coverage or (2) the failure of the Master Servicer to have been reimbursed
     for any Servicing Advances made in connection with the forced placement of
     the subject insurance (unless the circumstances giving rise to such forced
     placement of such insurance have otherwise been cured and the Master
     Servicer has been reimbursed for any Servicing Advances made in connection
     with the forced placement of the subject insurance);

provided that, in the event that the Special Servicer or the Master Servicer, as
applicable, determines that immediate action is necessary to protect the
interests of the Certificateholders (as a collective whole) (or, in the case of
any Loan Pair, to protect the interests of the Certificateholders and the
related Non-Trust Mortgage Loan Noteholder (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 Controlling Class Representative's response. As used in
clauses (vi), (vii) and (xi) above, the term "material discretion" shall mean
that the relevant decision regarding the release of collateral or a letter of
credit or the acceptance of substitute or additional collateral, as applicable,
is in the discretion of the mortgagee, and such decision need not be based upon
the satisfaction of specified objective conditions, the satisfactory delivery of
certain factual evidence or opinions or the satisfaction of any other specified
objective criteria that is set forth in the related Mortgage Loan documents.

     In addition, 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 REO Property as the Controlling Class
Representative may deem advisable or as to which provision is otherwise made
herein. Upon reasonable request, the Special Servicer shall provide the
Controlling Class Representative with any information in its possession with
respect to such matters, including its reasons for determining to take a
proposed

                                     -256-
<PAGE>

action; provided that, to the extent such information is not confidential or
proprietary, such information shall also be provided, in a written format, to
the Trustee, who shall make it available for review pursuant to Section 8.14(b)
and, insofar as any Loan Pair is involved, for review by the related Non-Trust
Mortgage Loan Noteholder.

     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 Controlling Class Representative (and, in the case
of any Loan Pair, the related Non-Trust Mortgage Loan Noteholder, and, in the
case of the Monroeville Mall Mortgage Loan, the Class MM Directing
Certificateholder) of any release or substitution of collateral for a Mortgage
Loan even if such release or substitution is required by the terms of such
Mortgage Loan.

     (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection from or by or other action of the Controlling Class Representative,
as contemplated by Section 6.11(a) or any other provision of this Agreement, may
(and the Special Servicer and the Master Servicer, as applicable, shall ignore
and act without regard to any such advice, direction or objection that such
servicer has determined, in its reasonable, good faith judgment, would) require
or cause such servicer to (i) violate the terms of any Mortgage Loan, applicable
law or any provision of this Agreement (exclusive of Section 6.11(a)), including
such servicer's obligation to act in accordance with the Servicing Standard,
(ii) cause an Adverse REMIC Event, (iii) expose the Master Servicer, the Special
Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee,
the Fiscal Agent or their officers, directors, employees or agents to any
material claim, suit or liability or (iv) materially expand the scope of such
servicer's responsibilities under this Agreement.

     Also notwithstanding anything herein to the contrary: (A) unless a
Non-Trust Mortgage Loan Change of Control Event exists with respect to a
Non-Trust Mortgage Loan, then (i) the Controlling Class Representative shall not
be authorized to exercise any of its rights and powers provided for in Section
6.11(a) with respect to the related Loan Pair (except to the extent provided in
Section 6.11A(a)), and (ii) Section 6.11A(a) shall apply with respect to such
Loan Pair, instead of Section 6.11(a); and (B) unless a Class MM Change of
Control Event exists, then (i) the Controlling Class Representative shall not be
authorized to exercise any of its rights and powers provided for in Section
6.11(a) with respect to the Monroeville Mall Trust Mortgage Loan (except to the
extent provided in Section 6.11B(a)), and (ii) Section 6.11B(a) shall apply with
respect to such Mortgage Loan, instead of Section 6.11(a).

     (c) The Controlling Class Representative will have no liability to the
Certificateholders or the Non-Trust Mortgage Loan Noteholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement, or for errors in judgment. 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; and (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; and (v) the Controlling Class Representative shall have no
liability whatsoever for having acted solely in the

                                     -257-
<PAGE>

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 the Controlling Class Representative's having so acted.

     (d) A Non-Trust Mortgage Loan Noteholder shall be entitled to receive, upon
request made to any party hereto, a copy of any notice or report (other than a
determination of the FV Price in accordance with Section 3.18) required to be
delivered (upon request or otherwise) by such party to the Controlling Class
Representative or the Trustee with respect to the related Loan Pair. Any such
party shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies.

     SECTION 6.11A. Certain Powers of the Non-Trust Mortgage Loan Noteholders.

     (a) Subject to Section 6.11A(b), the related Non-Trust Mortgage Loan
Noteholder will be entitled to consent to the Master Servicer's taking (in the
event the Master Servicer is authorized under this Agreement to take such
action), and advise the Special Servicer with respect to (in the event the
Special Servicer is authorized under this Agreement to take such action), the
following actions of such servicer in connection with each Loan Pair; and,
further subject to Section 6.11A(b), neither the Special Servicer nor the Master
Servicer, as applicable, will be permitted to take any of the following actions
with respect to any Loan Pair unless and until it has notified the related
Non-Trust Mortgage Loan Noteholder in writing (with a copy to the Controlling
Class Representative) and the related Non-Trust Mortgage Loan Noteholder has not
objected in writing within 10 Business Days of having been notified thereof and
having been provided with all reasonably requested information with respect
thereto (it being understood and agreed that if such written objection has not
been received by the Special Servicer or the Master Servicer, as applicable,
within such 10-Business Day period, then the related Non-Trust Mortgage Loan
Noteholder will be deemed to have approved of the subject action):

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

     (ii)    any modification, extension, amendment or waiver of a monetary
             term (including the timing of payments) or any material
             non-monetary term of the Trust Mortgage Loan and/or Non-Trust
             Mortgage Loan in the subject Loan Pair;

     (iii)   any proposed sale of the Mortgaged Property securing the subject
             Loan Pair after it becomes an REO Property (other than in
             connection with the termination of the Trust Fund);

     (iv)    any acceptance of a discounted payoff of the Non-Trust Mortgage
             Loan in the subject Loan Pair;

     (v)     any determination to bring the Mortgaged Property securing the
             subject Loan Pair into compliance with applicable environmental
             laws or to otherwise address Hazardous Materials located at such
             Mortgaged Property;

                                     -258-
<PAGE>

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

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

    (viii)  any waiver of any rights under a "due-on-sale" or
            "due-on-encumbrance" clause for the subject Loan Pair;

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

    (x)     any renewal or replacement of the then existing insurance
            policies to the extent that such renewal or replacement policy
            does not comply with the terms of the loan documents or any
            waiver, modification or amendment of any insurance requirements
            under the loan documents, in each case if approval is required
            by the loan documents;

    (xi)    any approval of the incurrence of additional indebtedness
            secured by the Mortgaged Property, if approval is required by
            the loan documents;

    (xii)   any adoption or approval of a plan in bankruptcy of the
            Mortgagor;

    (xiii)  any determination by the Master Servicer (A) that a Servicing
            Transfer Event has occurred with respect to the subject Loan
            Pair solely by reason of the failure of the related Mortgagor to
            maintain or cause to be maintained insurance coverage against
            damages or losses arising from acts of terrorism or (B) to force
            place any insurance against damages or losses arising from acts
            of terrorism that is failed to be maintained by the related
            Mortgagor with respect to the related Mortgaged Property in
            accordance with the related loan documents; provided that,
            notwithstanding this clause (xiii), a Servicing Transfer Event
            shall occur with respect to the subject Loan Pair on the 60th
            day (or sooner with the consent of the Non-Trust Mortgage Loan
            Noteholder) following the forced placement of any insurance
            referred to under clause (B) above with respect to the related
            Mortgaged Property based upon either (1) the continued failure
            of the related Mortgagor to maintain or cause to be maintained
            such insurance coverage or (2) the failure of the Master
            Servicer to have been reimbursed for any Servicing Advances made
            in connection with the forced placement of the subject insurance
            (unless the circumstances giving rise to such forced placement
            of such insurance have otherwise been cured and the Master
            Servicer has been reimbursed for any Servicing Advances made in
            connection with the forced placement of the subject insurance);

    (xiv)   solely in the case of the Polaris Fashion Place Loan Pair and
            Pembroke Lakes Mall Loan Pair, either of the following actions:

           (A)  any approval of a material capital expenditure, if approval is
                required by the loan documents; and

                                     -259-
<PAGE>

           (B)  any replacement of the property manager, if approval is required
                by the loan documents; and

     (xv)   solely in the case of the Pembroke Lakes Mall Loan Pair, any
            determination with respect to the definition of "Permitted
            Investments" contained in the related loan agreement, to the extent
            such determination is within the lender's discretion;

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 related Non-Trust Mortgage Loan
Noteholder (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 related
Non-Trust Mortgage Loan Noteholder's response; and provided, further, that,
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 any Mortgage Loan, and during the 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 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 6.11A(b), with respect to any Loan Pair,
the related Non-Trust Mortgage Loan Noteholder may direct the Special Servicer
to take, or to refrain from taking, such actions as the related Non-Trust
Mortgage Loan Noteholder may deem advisable or as to which provision is
otherwise made herein. Upon reasonable request, the Special Servicer shall, with
respect to any Loan Pair, provide the related Non-Trust Mortgage Loan Noteholder
with any information in the Special Servicer's possession with respect to such
matters, including its reasons for determining to take a proposed action.

     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 related Non-Trust Mortgage Loan Noteholder and the
Controlling Class Representative of any release or substitution of collateral
for a Mortgage Loan in a Loan Pair even if such release or substitution is
required by the terms of such Mortgage Loan.

     (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection from or by or other action of any Non-Trust Mortgage Loan
Noteholder, as contemplated by Section 6.11A(a) or any other provision of this
Agreement, may (and the Special Servicer and the Master Servicer, as applicable,
shall 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 or cause such servicer to
(i) violate the terms of any Mortgage Loan, applicable law or any provision of
this Agreement (exclusive of Section 6.11A(a)), including such servicer's
obligation to act in accordance with the Servicing Standard, (ii) cause an
Adverse REMIC Event, (iii) expose the Master Servicer, the Special Servicer, the
Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee, the Fiscal Agent
or their officers, directors, employees or agents to any material claim, suit or
liability or (iv) materially expand the scope of such servicer's
responsibilities under this Agreement.

                                     -260-
<PAGE>

     Also notwithstanding anything herein to the contrary, if a Non-Trust
Mortgage Loan Change of Control Event exists with respect to a Non-Trust
Mortgage Loan, then: (i) the related Non-Trust Mortgage Loan Noteholder shall
not be authorized to exercise any of its rights and powers provided for in
Section 6.11A(a) with respect to the related Loan Pair (except to the extent
provided in Section 6.11(a)); and (ii) Section 6.11(a) shall apply with respect
to such Loan Pair, instead of Section 6.11A(a).

     (c) No Non-Trust Mortgage Loan Noteholder will have any liability to the
Trust or the Certificateholders for any action taken, or for refraining from the
taking of any action, in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that a Non-Trust Mortgage Loan Noteholder will not
be protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations or duties.

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

     (e) Each 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 related Loan Pair or
any related REO Property by any other party hereto. Any such other party shall
be permitted to require payment of a sum sufficient to cover the reasonable
costs and expenses of providing such copies.

     SECTION 6.11B. Certain Powers of the Class MM Directing Certificateholders.

     (a) Subject to Section 6.11B(b), the Class MM Directing Certificateholder
will be entitled to consent to the Master Servicer's taking (in the event the
Master Servicer is authorized under this Agreement to take such action), and
advise the Special Servicer with respect to (in the event the Special Servicer
is authorized under this Agreement to take such action), the following actions
of such servicer to the extent related to the Monroeville Mall Trust Mortgage
Loan or any REO Property acquired in respect thereof; and, further subject to
Section 6.11B(b), neither the Special Servicer nor the Master Servicer, as
applicable, will be permitted to take any of the following actions related to
the Monroeville Mall Trust Mortgage Loan or any REO Property acquired in respect
thereof, unless and until it has notified the Class MM Directing
Certificateholder in writing and the Class MM Directing Certificateholder has
not objected in writing within 10 Business Days of having been notified thereof
and having been provided with all information that the Class MM Directing
Certificateholder 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 10-Business Day period, then the
Class MM Directing Certificateholder will be deemed to have approved the taking
of the subject action):

     (i)  any proposed or actual foreclosure upon or comparable conversion
          (which may include acquisition of an REO Property) of the ownership of
          the Monroeville Mall Mortgaged Property and the other collateral
          securing the Monroeville Mall Trust Mortgage Loan if it comes into and
          continues in default;

                                     -261-
<PAGE>

     (ii)   any modification, extension, amendment or waiver of a monetary term
            (including the timing of payments) or any material non-monetary term
            of the Monroeville Mall Trust Mortgage Loan;

     (iii)  any proposed sale of the Monroeville Mall Mortgaged Property after
            it becomes an REO Property (other than in connection with the
            termination of the Trust Fund);

     (iv)   any acceptance of a discounted payoff of the Monroeville Mall
            Trust Mortgage Loan;

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

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

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

     (viii) any waiver of any rights under a "due-on-sale" or
            "due-on-encumbrance" clause for the Monroeville Mall Trust
            Mortgage Loan;

     (ix)   any acceptance of an assumption agreement releasing the related
            Mortgagor from liability under the Monroeville Mall Trust Mortgage
            Loan;

     (x)    any acceptance of a change in the property management company
            (provided that the unpaid principal balance of the Monroeville
            Mall Trust Mortgage Loan is greater than $5,000,000);

     (xi)   if the Monroeville Mall Trust Mortgage Loan is a Special
            Assumption Mortgage Loan, the approval of any request by a
            Mortgagor made while it is a Performing Mortgage Loan for a
            transfer of the related Mortgaged Property or assumption of such
            Mortgage Loan or transfers of certain interests in such Mortgagor,
            in accordance with Section 3.08(a); and

     (xii)  any determination by the Master Servicer (A) that a Servicing
            Transfer Event has occurred with respect to the Monroeville Mall
            Trust Mortgage Loan solely by reason of the failure of the related
            Mortgagor to maintain or cause to be

                                     -262-
<PAGE>

            maintained insurance coverage against damages or losses arising
            from acts of terrorism or (B) to force place any insurance against
            damages or losses arising from acts of terrorism in accordance
            with the related loan documents that is failed to be maintained by
            the related Mortgagor with respect to the Monroeville Mall
            Mortgaged Property; provided that, notwithstanding this clause
            (xii), a Servicing Transfer Event shall occur with respect to the
            Monroeville Mall Trust Mortgage Loan, if it is a Performing
            Mortgage Loan, on the 60th day (or sooner with the consent of the
            Class MM Directing Certificateholder) following the forced
            placement of any insurance referred to under clause (B) above with
            respect to the related Mortgaged Property based upon either (1)
            the continued failure of the related Mortgagor to maintain or
            cause to be maintained such insurance coverage or (2) the failure
            of the Master Servicer to have been reimbursed for any Servicing
            Advances made in connection with the forced placement of the
            subject insurance (unless the circumstances giving rise to such
            forced placement of such insurance have otherwise been cured and
            the Master Servicer has been reimbursed for any Servicing Advances
            made in connection with the forced placement of the subject
            insurance);

provided that, in the event that the Special Servicer or the Master Servicer, as
applicable, determines that immediate action is necessary to protect the
interests of the Certificateholders (as a collective whole), the Special
Servicer or the Master Servicer, as the case may be, may take any such action
without waiting for the Class MM Directing Certificateholder's response; and
provided, further, that, 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 Monroeville Mall Mortgage Loan,
and during the 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 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 6.11B(b), the Class MM Directing
Certificateholder may direct the Special Servicer to take, or to refrain from
taking, any actions with respect to the servicing and/or administration of the
Monroeville Mall Trust Mortgage Loan when it is a Specially Serviced Trust
Mortgage Loan, or any REO Property acquired in respect thereof, as the Class MM
Directing Certificateholder may deem advisable or as to which provision is
otherwise made herein. Upon reasonable request, the Special Servicer shall
provide the Class MM Directing Certificateholder 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 Mortgage Loans) and
the Special Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, shall notify the Class MM Directing Certificateholder and the
Controlling Class Representative of any release or substitution of collateral
for the Monroeville Mall Trust Mortgage Loan even if such release or
substitution is required by the terms of the Monroeville Mall Trust Mortgage
Loan.

                                     -263-
<PAGE>

     (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection from or by or other action of the Class MM Directing
Certificateholder, as contemplated by Section 6.11B(a) or any other provision of
this Agreement, may (and the Special Servicer or the Master Servicer, as
applicable, shall ignore and act without regard to any such advice, direction or
objection that the Master Servicer or the Special Servicer, as applicable, has
determined, in its reasonable, good faith judgment, would) require or cause such
servicer to (i) violate the terms of any Mortgage Loan, applicable law or any
provision of this Agreement (exclusive of Section 6.11B(a)), including such
servicer's obligation to act in accordance with the Servicing Standard, (ii)
cause an Adverse REMIC Event, (iii) expose the Master Servicer, the Special
Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee,
the Fiscal Agent or their officers, directors, employees or agents to any
material claim, suit or liability or (iv) materially expand the scope of such
servicer's responsibilities under this Agreement.

     Also notwithstanding anything herein to the contrary if a Class MM Change
of Control Event exists, then (i) the Class MM Directing Certificateholder shall
not be authorized to exercise any of its rights and powers provided for in
Section 6.11B(a) with respect to the Monroeville Mall Trust Mortgage Loan
(except to the extent provided in Section 6.11(a)), and (ii) Section 6.11(a)
shall apply with respect to such Trust Mortgage Loan, instead of Section
6.11B(a).

     (c) The Class MM Directing Certificateholder will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to this Agreement, or for errors in judgment.
Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) the Class MM Directing Certificateholder 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 Class MM
Directing Certificateholder may, and is permitted hereunder to, act solely in
the interests of the Holders of one or more Classes of the Class MM Principal
Balance Certificates; (iii) the Class MM Directing Certificateholder does not
have any duties or liability to the Holders of any Class of Certificates other
than one or more Classes of the Class MM Principal Balance Certificates; (iv)
the Class MM Directing Certificateholder may, and is permitted hereunder to,
take actions that favor interests of the Holders of one or more Classes of Class
MM Principal Balance Certificates over the interests of the Holders of one or
more other Classes of Certificates; and (v) the Class MM Directing
Certificateholder shall have no liability whatsoever for having acted solely in
the interests of the Holders of one or more Classes of the Class MM Principal
Balance Certificates, and no Certificateholder may take any action whatsoever
against the Class MM Directing Certificateholder, any Holder of any Class MM
Principal Balance Certificate or any director, officer, employee, agent or
principal thereof for the Class MM Directing Certificateholder's having so
acted.

     (d) At any time during the continuance of a Class MM Purchase Option Event,
any Class MM Directing Certificateholder may, at its option, purchase the
Monroeville Mall Trust Mortgage Loan at the Class MM Purchase Price. Such option
does not extend to any REO Property and shall terminate upon the foreclosure of
or the acceptance of a deed in lieu of foreclosure with respect to the
Monroeville Mall Mortgaged Property. The Class MM Directing Certificateholder
shall exercise such option by providing written notice to the Master Servicer
and the Special Servicer of its proposed purchase of the Monroeville Mall Trust
Mortgage Loan at least 10 days prior to the proposed purchase date (which notice
shall not be rescinded by the Class MM Directing Certificateholder any later
than two Business Days prior to the proposed purchase date). Concurrently with
the payment to the Trust of the related Class MM Purchase Price, the Special
Servicer shall direct the Trustee to execute and deliver, or


                                     -264-
<PAGE>

cause the execution and delivery of, such instruments of transfer or assignment,
in each case without recourse, as shall be provided to it by the purchasing
Class MM Directing Certificateholder or its designee and as are necessary to
vest ownership of the Monroeville Mall Trust Mortgage Loan therein.



                                     -265-
<PAGE>

                                  ARTICLE VII

                                     DEFAULT


     SECTION 7.01. Events of Default.

     (a) "Event of Default", wherever used herein, means any one of the
following events:

         (i) any failure by the Master Servicer to deposit into a Custodial
     Account, any amount, including a P&I Advance, required to be so deposited
     or remitted by it under this Agreement, which failure continues unremedied
     for one Business Day following the date on which a deposit or remittance
     was first required to be made; or

         (ii) any failure by the Special Servicer to deposit into an REO Account
     or to deposit into, or to remit to the Master Servicer for deposit into, a
     Custodial Account, any amount required to be so deposited or remitted under
     this Agreement, which failure continues unremedied for one Business Day
     following the date on which a deposit or remittance was first required to
     be made; or

         (iii) any failure by the Master Servicer to deposit into, or remit to
     the Trustee for deposit into, the Collection Account, any amount (including
     any P&I Advances and any amounts to cover Prepayment Interest Shortfalls)
     required to be so deposited or remitted by it under this Agreement, which
     failure continues unremedied until 11:00 a.m. (New York City time) on the
     applicable Distribution Date, or any failure by the Master Servicer to
     make, on a timely basis, the required payments (including any P&I Advances)
     to the Non-Trust Mortgage Loan Noteholders on any Master Servicer
     Remittance Date, which failure continues unremedied until 11:00 a.m. (New
     York City time) on the Business Day after such remittance date; or

         (iv) any failure by the Master Servicer to timely make any Servicing
     Advance required to be made by it hereunder, which Servicing Advance
     remains unmade for a period of three Business Days following the date on
     which notice of such failure shall have been given to the Master Servicer
     by any other party hereto; or any failure by the Special Servicer to timely
     request that the Master Servicer make a Servicing Advance with respect to a
     Specially Serviced Mortgage Loan or REO Property not less than three
     Business Days prior to the date when such Servicing Advance is required to
     be made under this Agreement, which failure to make such request continues
     for a period of three Business Days following the date on which such
     request was required to have been made by the Special Servicer; 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 Non-Trust
     Mortgage Loan Noteholder (if affected thereby) or by the Holders of
     Certificates entitled to at least 25% of the Voting Rights,

                                     -266-
<PAGE>

     provided, however, that with respect to any such failure which is not
     curable within such 30-day period, the Master Servicer or the Special
     Servicer, as the case may be, shall have an additional cure period of 30
     days to effect such cure so long as the Master Servicer or the Special
     Servicer, as the case may be, has commenced to cure such failure within the
     initial 30-day period and has provided the Trustee and, if affected
     thereby, each 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 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
     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 provided the
     Trustee and, if affected thereby, any 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 of any Westfield


                                     -267-
<PAGE>

     Shoppingtown Non-Trust Mortgage Loan Securities or (2) placed one or more
     Classes of the Certificates or any Westfield Shoppingtown 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 Servicer or the Special
     Servicer, as the case may be, obtained such actual knowledge) and, in the
     case of either clauses (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 any of the Certificates by S&P are qualified, downgraded
     or withdrawn in connection with the removal.

     When a single entity acts as the Master Servicer and the Special Servicer,
an Event of Default in one capacity shall constitute an Event of Default in the
other capacity.

     (b) If any Event of Default described in clauses (i) - (ix) and (xi) of
subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, 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 Non-Trust
Mortgage Loans, other than its rights, if any, as a Certificateholder hereunder
or as the holder of any Non-Trust Mortgage Loan or any interest therein. If any
Event of Default described in clause (x) of subsection (a) above shall occur
with respect to the Master Servicer or the Special Servicer (in either case,
under such circumstances, for purposes of this Section 7.01(b), the "Defaulting
Party"), the Trustee shall, by notice in writing (to be sent immediately by
facsimile transmission) to the Defaulting Party (with a copy of such notice to
each other party hereto and the Rating Agencies), terminate, subject to Section
7.01(c), 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 Non-Trust Mortgage Loans, other
than its rights, if any, as a Certificateholder hereunder or as the holder of
any Non-Trust Mortgage Loan or any interest therein, within 30 days following
the occurrence of such Event of Default. From and after the receipt by the
Defaulting Party of such written notice of termination, all authority and power
of the Defaulting Party under this Agreement (other than the right to Workout
Fees payable to the outgoing Special Servicer in accordance with Section
3.11(c)), whether with respect to the Certificates (other than as a holder of
any Certificate), the Mortgage Loans (other than as a holder thereof or any
interest therein) or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this section, and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer and
the Special Servicer each agree that, if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than 10 Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records, including those in electronic form, requested
thereby to enable the Trustee to

                                     -268-
<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 (ii) if the Special Servicer is the
Defaulting Party, the transfer within two Business Days to the Trustee or a
successor Special Servicer for administration by it of all cash amounts that
shall at the time be or should have been credited by the Special Servicer to an
REO Account, a Custodial Account, a Servicing Account or a Reserve Account or
should have been delivered to the Master Servicer or that are thereafter
received by or on behalf of it with respect to any 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) or (xi) of
which the Trustee has notice, the Trustee shall provide written notice thereof
to the Master Servicer promptly upon receipt of such notice. Notwithstanding
Section 7.01(b), if the Master Servicer receives a notice of termination under
Section 7.01(b) solely due to an Event of Default under 7.01(a)(x) or (xi), and
if the terminated Master Servicer provides the Trustee with the appropriate
"request for proposal" materials within five Business Days following such
termination, then the Master Servicer shall continue to serve in such capacity
hereunder until a successor thereto is selected in accordance with this Section
7.01(c) or the expiration of 45 days from the Master Servicer's receipt of the
notice of termination, whichever occurs first. Upon receipt of such "request for
proposal" materials from the terminated Master Servicer, the Trustee shall
promptly thereafter (using such "request for proposal" materials) solicit good
faith bids for the rights to master service the Mortgage Loans under this
Agreement from at least three (3) Persons qualified to act as a successor Master
Servicer hereunder in accordance with Section 6.02 and Section 7.02 (any such
Person so qualified, a "Qualified Bidder") or, if three (3) Qualified Bidders
cannot be located, then from as many Persons as the Trustee can determine are
Qualified Bidders; provided that at the Trustee's request, the terminated Master
Servicer shall supply the Trustee with the names of Persons from whom to solicit
such bids; and provided, further, that the Trustee shall not be responsible if
less than three (3) or no Qualified Bidders submit bids for the right to master
service the Mortgage Loans under this Agreement. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, within 45 days after the receipt of notice of termination by

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the terminated Master Servicer. The Trustee shall solicit bids: (i) on the basis
of such successor Master Servicer retaining all Sub-Servicers to continue the
primary servicing of the Mortgage Loans pursuant to the terms of the respective
Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement with the
terminated Master Servicer to sub-service each of the Mortgage Loans not subject
to a Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to the
Master Servicing Fee Rate minus one and one-half (1.5) basis points per Mortgage
Loan serviced (each, a "Servicing-Retained Bid"); and (ii) on the basis of
terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted
to terminate in accordance with Section 3.22 (each, a "Servicing-Released Bid").
The Trustee shall select the Qualified Bidder with the highest cash
Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid)
(the "Successful Bidder") to act as successor Master Servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof (and, if the successful
bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with
the terminated Master Servicer as contemplated above) no later than 45 days
after the receipt of notice of termination by the terminated Master Servicer.

     Upon the assignment and acceptance of the master servicing rights hereunder
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted
(i) if the successful bid was a Servicing-Retained Bid, to the terminated Master
Servicer the amount of such cash bid received from the Successful Bidder (net of
"out-of-pocket" expenses incurred in connection with obtaining such bid and
transferring servicing) and (ii) if the successful bid was a Servicing-Released
Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid
Allocation.

     The terminated Master Servicer shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service
the Mortgage Loans, which expenses are not reimbursed to the party that incurred
such expenses pursuant to the preceding paragraph.

     If the Successful Bidder has not entered into this Agreement as successor
Master Servicer within 45 days after the terminated Master Servicer received
written notice of termination or no Successful Bidder was identified within such
45-day period, the terminated Master Servicer shall reimburse the Trustee for
all reasonable "out-of-pocket" expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under
this Section 7.01(c). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.

     (d) Notwithstanding Section 7.01(b) and Section 7.04, if any Event of
Default on the part of the Master Servicer occurs that affects a Non-Trust
Mortgage Loan or, in the case of the Westfield Shoppingtown Non-Trust Mortgage
Loan, the securities backed thereby, and the Master Servicer is not otherwise
terminated in accordance with Section 7.01(b), then, at the request of the
related Non-Trust Mortgage Loan Noteholder, the Trustee shall require the Master
Servicer to appoint, within 30 days of the Trustee's request, a Sub-Servicer
(or, if such Loan Pair is currently being sub-serviced, to replace, within 30
days of the Trustee's request, the then-current Sub-Servicer with a new
Sub-Servicer) with respect to the related Loan Pair; provided that the related
Non-Trust Mortgage Loan Noteholder may not terminate, or require the Trustee to
terminate, the Master Servicer. In connection with the Master Servicer's
appointment of a Sub-Servicer at the request of the Trustee in accordance with
this Section 7.01(d), the Master Servicer shall obtain written confirmation from
each Rating Agency that such appointment will not result in an Adverse Rating
Event. The related Sub-Servicing Agreement shall provide that any Sub-Servicer
appointed by the Master Servicer at the request of the

                                     -270-

<PAGE>


Trustee in accordance with this Section 7.01(d) shall be responsible for all
duties, and shall be entitled to all compensation, of the Master Servicer under
this Agreement with respect to the related Loan Pair, except that the Master
Servicer shall be entitled to retain a portion of the Master Servicing Fee for
the Mortgage Loan in such Loan Pair calculated at 0.015% per annum. Such
Sub-Servicing Agreement shall also provide that such Sub-Servicer shall agree to
become the master servicer under the related Co-Lender Agreement in the event
that the related Loan Pair 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 such Loan Pair 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 by the
Master Servicer at the request of the Trustee in accordance with this Section
7.01(d) shall at any time resign or be terminated, the Master Servicer shall be
required to promptly appoint a substitute Sub-Servicer, which appointment shall
not result in an Adverse Rating Event (as evidenced in writing by each Rating
Agency). In the event that a successor Master Servicer is acting hereunder and
that successor Master Servicer desires to terminate the Sub-Servicer appointed
under this Section 7.01(d), the terminated Master Servicer that was responsible
for the Event of Default that led to the appointment of such Sub-Servicer shall
be responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.

     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 Non-Trust
Mortgage Loan or, in the case of the Westfield Shoppingtown Non-Trust Mortgage
Loan, the securities backed thereby, and the Special Servicer is not otherwise
terminated in accordance with Section 7.01(b), then the related Non-Trust
Mortgage Loan Noteholder may require the Trustee to terminate the duties and
obligations of the Special Servicer with respect to the subject Loan Pair only,
but no other Mortgage Loan; and, in such event, 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
Non-Trust Mortgage Loan Noteholder's request, a replacement special servicer
with respect to the subject Loan Pair. In connection with the appointment of a
replacement special servicer with respect to the subject Loan Pair at the
request of the related Non-Trust Mortgage Loan Noteholder in accordance with
this Section 7.01(d), the Trustee shall obtain written confirmation from each
Rating Agency that such appointment will not result in an Adverse Rating Event
(such Rating Agency confirmation to be an expense of the Non-Trust Mortgage Loan
Noteholder). Any replacement special servicer appointed at the request of the
related 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
related Loan Pair. Such replacement special servicer shall agree to become the
special servicer under the related Co-Lender Agreement in the event that the
related Loan Pair is no longer to be serviced and administered hereunder. If any
replacement special servicer appointed at the request of the related Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d) shall at any
time resign or be terminated, 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).

     If a replacement special servicer is appointed with respect to any Loan
Pair at the request of the related Non-Trust Mortgage Loan Noteholder in
accordance with this Section 7.01(d) (any such

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<PAGE>

replacement special servicer, a "Loan Pair-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 Pair-Specific Special Servicer, insofar as such duties and
obligations relate to a Loan Pair as to which a Loan Pair-Specific Special
Servicer has been appointed in accordance with this Section 7.01(d), 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 Pair-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 Pair-Specific
Special Servicer, insofar as such information, funds, documents, instruments
and/or other items relate to a Loan Pair as to which a Loan Pair-Specific
Special Servicer has been appointed in accordance with this Section 7.01(d), 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 Pair-Specific Special Servicer, if such
Specially Serviced Trust Mortgage Loan is part of a Loan Pair as to which a Loan
Pair-Specific Special Servicer has been appointed in accordance with this
Section 7.01(d), 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 granting the
Special Servicer any protections, limitations on liability, immunities and/or
indemnities hereunder, the term "Special Servicer" shall mean each of the Loan
Pair-Specific Special Servicer(s) and the General Special Servicer; and (vi)
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 Pair-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 and every Loan Pair as to which a Loan Pair-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 Non-Trust Mortgage Loan Noteholder under this
Section 7.01(d).

     SECTION 7.02. Trustee to Act; Appointment of Successor.

     On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to Section
7.01, the Trustee shall, unless and until a successor is appointed pursuant to
Section 6.04, Section 6.09 or Section 7.01(c), be the successor in all respects
to the Master Servicer or the Special Servicer, as the case may be, in its
capacity as such under this Agreement and the transactions set forth or provided
for herein and shall have all (and the former Master Servicer or the Special
Servicer, as the case may be, shall cease to have any) of the responsibilities,
duties and liabilities of the Master Servicer or the Special Servicer, as the
case may be, arising thereafter, including, if the Master Servicer is the
resigning or terminated party, the Master

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<PAGE>

Servicer's obligation to make P&I Advances, including in connection with any
termination of the Master Servicer for an Event of Default described in clause
7.01(a)(iii), the unmade P&I Advances that gave rise to such Event of Default;
provided that any failure to perform such duties or responsibilities caused by
the Master Servicer's or the Special Servicer's, as the case may be, failure to
provide information or monies required by Section 7.01 shall not be considered a
default by the Trustee hereunder. The Trustee shall not be liable for any of the
representations and warranties of the resigning or terminated party or for any
losses incurred by the resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee shall be entitled to all fees
and other compensation which the resigning or terminated party would have been
entitled to if the resigning or terminated party had continued to act hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act
as either Master Servicer or Special Servicer, as the case may be, or shall, if
it is unable to so act as either Master Servicer or Special Servicer, as the
case may be, or if the Trustee is not approved as a master servicer or a special
servicer, as the case may be, by any of the Rating Agencies, or if the Holders
of Certificates entitled to a majority of the Voting Rights so request in
writing to the Trustee, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution as
the successor to the resigning or terminated Master Servicer or the Special
Servicer, as the case may be, hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of the resigning or terminated
Master Servicer or the Special Servicer, as the case may be, hereunder;
provided, however, that no such appointee shall succeed to the rights and
obligations of the Master Servicer or Special Servicer hereunder unless (i) as
confirmed in writing by each of the Rating Agencies, such succession will not
result in an Adverse Rating Event, and (ii) such appointee makes the applicable
representations and warranties set forth in Section 3.23; and provided, further,
that in the case of a resigning or terminated Special Servicer, such appointment
shall be subject to the rights of the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class to designate a
successor pursuant to Section 6.09. No appointment of a successor to the Master
Servicer or the Special Servicer hereunder shall be effective until the
assumption by the successor to such party of all its responsibilities, duties
and liabilities under this Agreement. Pending appointment of a successor to the
Master Servicer or the Special Servicer hereunder, the Trustee shall act in such
capacity as hereinabove provided. In connection with any such appointment and
assumption described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and
such successor shall agree, subject to the terms of this Agreement limiting the
use of funds received in respect of a Loan Pair to matters related to such Loan
Pair; provided, however, that no such compensation shall be in excess of that
permitted the resigning or terminated party hereunder. Such successor and the
other parties hereto shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession.

     SECTION 7.03. Notification to Certificateholders.

     (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01, any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness
of any designation of a new Special Servicer pursuant to Section 6.09, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to each Non-Trust
Mortgage Loan Noteholder.

                                     -273-
<PAGE>

     (b) Not later than 10 days after a Responsible Officer of the Trustee has
notice of the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute an Event of Default, the Trustee shall
transmit by mail to the Depositor, all the Certificateholders and the Rating
Agencies notice of such occurrence, unless such default shall have been cured.

     SECTION 7.04. Waiver of Events of Default.

     The Holders representing at least 66-2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Event of Default hereunder may waive
such Event of Default; provided, however, that an Event of Default under any of
clauses (i), (ii), (iii), (x) and (xi) of Section 7.01(a) may be waived only by
all of the Certificateholders of the affected Classes. Upon any such waiver of
an Event of Default, such Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other Event of Default or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding any
other provisions of this Agreement, for purposes of waiving any Event of Default
pursuant to this Section 7.04, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor shall be entitled to Voting Rights
with respect to the matters described above.

     SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

     During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust and on behalf of any 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 to protect the interests, and enforce the
rights and remedies, of the Certificateholders and the 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.








                                     -274-
<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE


     SECTION 8.01. Duties of Trustee.

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

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

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

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

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

          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the terms of this Agreement and the direction of the
     Controlling Class or Holders of Certificates entitled to at

                                     -275-
<PAGE>

     least 25% of the Voting Rights, relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Agreement; and

          (iv) The protections, immunities and indemnities afforded to the
     Trustee hereunder shall also be available to it in its capacity as
     Authenticating Agent, Certificate Registrar, Tax Administrator and
     Custodian.

     SECTION 8.02. Certain Matters Affecting Trustee.

     Except as otherwise provided in Section 8.01 and Article X:

     (i) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

     (ii) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;

     (iii) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or, except as provided in Section 10.01 or 10.02, to
institute, conduct or defend any litigation hereunder or in relation hereto, at
the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; except as
provided in Section 10.01 or 10.02, the Trustee shall not be required to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default which
has not been cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs;

     (iv) the Trustee shall not be personally liable for any action reasonably
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

     (v) prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, and except as may be
provided in Section 10.01 or 10.02, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to

                                     -276-
<PAGE>

do so by Holders of Certificates entitled to at least 25% of the Voting Rights;
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or liability
as a condition to taking any such action;

     (vi) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the Trustee shall remain responsible for all
acts and omissions of such agents or attorneys within the scope of their
employment to the same extent as it is responsible for its own actions and
omissions hereunder; and

     (vii) the Trustee shall not be responsible for any act or omission of the
Master Servicer or the Special Servicer (unless the Trustee is acting as Master
Servicer or the Special Servicer) or the Depositor.

     SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                   Sufficiency of Certificates or Mortgage Loans.

     The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and the Fiscal Agent shall not be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the 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 the Fiscal Agent shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer, and accepted by the Trustee in good
faith, pursuant to this Agreement.

     SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

     The Trustee, the Fiscal Agent or any agent of the Trustee and the Fiscal
Agent, in its individual or any other capacity, may become the owner or pledgee
of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
the Fiscal Agent or such agent.

     SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
                   Trustee.

     (a) On each Distribution Date, the Trustee shall withdraw from the general
funds on deposit in the Collection Account, prior to any distributions to be
made therefrom on such date, and pay

                                     -277-
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to itself the Trustee Fee for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates, as compensation for all
services rendered by the Trustee in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties of the
Trustee hereunder. The Trustee Fees (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee's sole compensation for such services to be rendered by
it.

     (b) The Trustee and any director, officer, employee or agent of the Trustee
shall be entitled to be indemnified for and held harmless by the Trust Fund
against any loss, liability or reasonable "out-of-pocket" expense (including
costs and expenses incurred in connection with removal of the Special Servicer
and Master Servicer pursuant to Sections 7.01 and 7.02, costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement) arising out of, or incurred in connection with, this
Agreement or the Certificates ("Trustee Liability"); provided that such loss,
liability or expense constitutes an "unanticipated expense" within the meaning
of Treasury 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
allocable overhead. The provisions of this Section 8.05(b) and of Section
8.05(c) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.

     (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

     (d) The Trustee shall indemnify and hold harmless the Trust Fund against
any losses arising out of any errors made solely by the Trustee in calculating
distributions to be made hereunder and any other calculation or reporting
hereunder (in each case not attributable to information provided to the Trustee
by the Master Servicer or the Special Servicer); provided that such loss arose
by reason of willful misfeasance, bad faith or negligence on the part of the
Trustee. The provisions of this Section 8.05(d) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

     SECTION 8.06. Eligibility Requirements for Trustee.

     (a) The Trustee hereunder shall at all times be a bank, a trust company, an
association or a corporation organized and doing business under the laws of the
United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state banking authority. If such bank, trust company, association or
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this section the combined capital and surplus of such

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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, as confirmed in writing by such Rating
Agency. The Trustee's acting in such capacity shall not adversely affect the
application of the Prohibited Transaction Exemption to the Investment Grade
Certificates. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $50,000,000 or its long-term unsecured
debt rating no longer conforms to the requirements of the immediately preceding
sentence, and if the Trustee proposes to the other parties hereto to enter into
an agreement with (and reasonably acceptable to) each of them, and if in light
of such agreement the Trustee's continuing to act in such capacity would not (as
evidenced in writing by each Rating Agency) cause an Adverse Rating Event, then
upon the execution and delivery of such agreement the Trustee shall not be
required to resign, and may continue in such capacity, for so long as none of
the ratings assigned by the Rating Agencies to the Certificates is adversely
affected thereby. The bank, trust company, corporation or association serving as
Trustee may have normal banking and trust relationships with the Depositor, the
Master Servicer, the Special Servicer and their respective Affiliates.

     SECTION 8.07. Resignation and Removal of Trustee.

     (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, all Certificateholders and each Non-Trust
Mortgage Loan Noteholder. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee acceptable to the Depositor
by written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and each Non-Trust Mortgage Loan Noteholder by the Depositor.
If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

     (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or if the Trustee
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control) to timely
deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days 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


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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 each Non-Trust
Mortgage Loan Noteholder by the successor trustee so appointed.

     (c) The Holders of Certificates entitled to 51% of the Voting Rights may at
any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor trustee so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and each Non-Trust Mortgage Loan Noteholder by the successor
trustee so appointed.

     (d) In the event that the Trustee is terminated or removed pursuant to this
Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and in and to the Mortgage Loans shall be
terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent).

     (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

     SECTION 8.08. Successor Trustee.

     (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

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<PAGE>

     (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 each Non-Trust Mortgage Loan Noteholder.

     SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.

     Any entity into which the Trustee or the Fiscal Agent may be merged or
converted, or with which the Trustee or the Fiscal Agent may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Trustee or the Fiscal Agent shall be a party, or any entity succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
or the Fiscal Agent, as the case may be, hereunder, provided such entity shall
be eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

     SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

     (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either

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jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts vested therein pursuant to the
applicable instrument of appointment and this Section 8.10, shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

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

     SECTION 8.11. Appointment of Custodians.

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

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     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 for all acts and
omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.

     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     (c) Any Authenticating Agent appointed in accordance with this Section 8.12
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.

     SECTION 8.13. Appointment of Tax Administrators.

     (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such

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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 Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Tax
Administrator.

     SECTION 8.14. Access to Certain Information.

     (a) The Trustee shall afford to the Master Servicer, the Special Servicer
and the Depositor, and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to any documentation regarding the Mortgage Loans within its control that
may be required to be provided by this Agreement or by applicable law. Such
access shall be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Trustee
designated by it.

     (b) The Trustee shall maintain in its possession and, upon reasonable prior
written request and during normal business hours, shall make available at its
offices for review by the Depositor, the Rating Agencies, the Non-Trust Mortgage
Loan Noteholders and their designees, the Controlling Class Representative, the
Class MM Directing Certificateholder 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

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<PAGE>

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 Mortgage
Loan entered into or consented to by the Special Servicer and/or the Master
Servicer and delivered to the Trustee pursuant to Section 3.20; (viii) the most
recent appraisal for each Mortgaged Property and REO Property that has been
delivered to the Trustee (each appraisal obtained hereunder with respect to any
Mortgaged Property or REO Property to be delivered to the Trustee by the Master
Servicer or Special Servicer, as applicable, promptly following its having been
obtained); (ix) any and all Officer's Certificates and other evidence delivered
to or by the Trustee to support its, the Master Servicer's, the Special
Servicer's or the Fiscal Agent's, as the case may be, determination that any
Advance was (or, if made, would be) a Nonrecoverable Advance; (x) any and all
information provided to the Trustee pursuant to Section 6.11(a), Section
6.11A(a) and Section 6.11B(a); (xi) any exception report prepared by the Trustee
pursuant to Section 2.02(b); (xii) all notices of a breach of representation and
warranty given by or received by the Trustee with respect to any party hereto;
and (xiii) any Officer's Certificate delivered to the Trustee by the Special
Servicer in connection with a Final Recovery Determination pursuant to Section
3.09(h). The Trustee shall provide copies of any and all of the foregoing items
upon written request of any of the parties set forth in the previous sentence;
however, except in the case of the Rating Agencies, the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies. Upon the reasonable request of any
Certificateholder, or any Certificate Owner identified to the Trustee to the
Trustee's reasonable satisfaction, the Trustee shall request from the Master
Servicer copies (at the expense of such Certificateholder or Certificate Owner
if the Master Servicer or Special Servicer charges a fee to cover the reasonable
cost of making such copies available) of any inspection reports prepared by the
Master Servicer or the Special Servicer, copies of any operating statements,
rent rolls and financial statements obtained by the Master Servicer or the
Special Servicer and copies of any CMSA Operating Statement Analysis Reports and
CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special
Servicer; and, upon receipt, the Trustee shall make such items available to the
requesting Certificateholder or Certificate Owner.

     In connection with providing access to or copies of the items described in
the preceding paragraph, the Trustee shall require: (i) in the case of
Certificateholders and Certificate Owners, a written confirmation executed by
the requesting Person substantially in the form of Exhibit L-1 (or in such other
form as may be reasonably acceptable to the Trustee) generally to the effect
that such Person is a Certificateholder or a beneficial holder of Book-Entry
Certificates and will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (ii) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit L-2 (or in such other form as may be
reasonably acceptable to the Trustee) generally to the effect that such Person
is a prospective purchaser of a Certificate or an interest therein, is
requesting

                                     -285-
<PAGE>

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 2003 (and with respect to any
subsequent fiscal year for the Trust, if as of the beginning of such subsequent
fiscal year, the Registered Certificates are held (directly or, in the case of
Registered Certificates held in book-entry form, through the Depository) by at
least 300 Holders and/or Depository Participants having accounts with the
Depository), the Trustee shall:

          (i) during such fiscal year, in accordance with the Exchange Act, the
     rules and regulations promulgated thereunder and applicable "no-action
     letters" issued by the Commission, prepare for filing, execute and properly
     and timely file with the Commission monthly, with respect to the Trust, a
     Current Report on Form 8-K with copies of the Distribution Date Statements
     and, to the extent delivered to the Trustee, all Servicer Reports and such
     other servicing information identified by the Master Servicer, 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

                                     -286-
<PAGE>

format) and (y) the Depositor shall be responsible for preparing, executing and
filing (via the EDGAR system within fifteen (15) days following the Closing
Date) a Current Report on Form 8-K reporting the establishment of the Trust and
whereby this Agreement is filed as an exhibit. Each of the other parties to this
Agreement shall deliver to the Trustee in the format required (or readily
convertible into the format required) for electronic filing via the EDGAR
system, any and all items (including, in the case of the Master Servicer and the
Special Servicer, all Servicer Reports and, in the case of the Master Servicer,
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.

     (b) At all times during the Trust's fiscal year 2003 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in book-entry
form, through the Depository) by at least 300 Holders and/or Depository
Participants having accounts with the Depository, at all times during such other
fiscal year), the Trustee shall monitor for the occurrence or existence of any
of the following matters:

          (i) any failure of the Trustee to make any monthly distributions to
     the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the Distribution Date Statements and/or Servicer Reports filed
     with the Commission or has not otherwise been reported to the Depositor
     pursuant to any other section of this Agreement;

          (ii) any acquisition or disposition by the Trust of a Mortgage Loan or
     an REO Property, which acquisition or disposition has not otherwise been
     reflected in the Distribution Date Statements and/or Servicer Reports filed
     with the Commission or has not otherwise been reported to the Depositor
     pursuant to any other section of this Agreement;

          (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Mortgage
     Loans and REO Properties), other than in the normal course of business,
     which acquisition or disposition has not otherwise been reflected in the
     Distribution Date Statements and/or Servicer Reports filed with the
     Commission or has not otherwise been reported to the Depositor pursuant to
     any other section of this Agreement;

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

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

                                     -287-
<PAGE>

          (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
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 (or, with
respect to the Special Servicer, only of any of the matters identified in
clauses (v) and (vi) of the preceding paragraph) in this Section 8.15(b) of
which a Servicing Officer (in the case of the Master Servicer or the Special
Servicer), a Responsible Officer (in the case of the Fiscal Agent) or a senior
officer (in the case of the Depositor) thereof has actual knowledge.

     (c) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2003), the Registered Certificates are held (directly or, in the
case of Registered Certificates held in book-entry form, through the Depository)
by less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust suspending all reporting requirements under the Exchange Act.

     (d) As and to the extent required by the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification 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

                                     -288-
<PAGE>

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 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. Promptly upon receipt of any such report
and the accompanying exhibits, the Depositor shall promptly (and in any event
within two Business Days) review such report and the accompanying exhibits and
notify the Trustee of any material misstatements or omissions relating thereto
that come to its attention, which material misstatements or omissions the
Trustee shall correct (with written evidence of such correction to be sent to
the Depositor) 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, 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. 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

                                     -289-
<PAGE>

misfeasance of the Master Servicer in connection with the performance by the
Master Servicer of its duties hereunder.

     (i) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K (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. 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 its obligation to deliver any 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 2003, unless the Depositor is to be the Certifying
Party, the Depositor shall cause an officer of the Depositor to execute and
deliver to each Certifying Party and Certifying Officer a certification (a
"Depositor 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; provided that, with
respect to the Special Servicer, any such request made by the Certifying Party
or Certifying Officer: (i) relates to reports, if any, provided by the Special
Servicer under this Agreement or to the Special Servicer's material fulfillment
of its obligations under this Agreement or is in connection with an
administrative or governmental request or investigation (provided, that, with
respect to the immediately preceding proviso and this clause (i), the form and
substance of such due diligence is acceptable to the Special Servicer in its
sole and absolute discretion (including the right to refuse any such request));
or (ii) constitutes a request for the delivery of copies of a Servicing File (to
the extent in the possession of the Special Servicer (provided, that, with
respect to this clause (ii), the requesting party be responsible for the cost
of, and deliver a confidentiality agreement in a form reasonably acceptable to
the Special Servicer with respect to, delivery of any such copies by the Special
Servicer).

     (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

                                     -290-
<PAGE>

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 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; provided, further that each party to this Agreement may make a decision as
to any proposed amendment in accordance with this Section 8.15(m) in its sole
good faith discretion.

     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 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.

          (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

                                     -291-
<PAGE>

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

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

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

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

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

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

     SECTION 8.17. The Fiscal Agent.

     (a) The Fiscal Agent shall at all times maintain a long-term unsecured debt
rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's
short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from
Moody's, or, in the case of either Rating Agency, such other rating as shall not
result in an Adverse Rating Event, as confirmed in writing by such Rating
Agency.

     (b) To the extent that the Trustee is required, pursuant to the terms of
this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent shall make such Advance when and as required by the terms of this
Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this
Section 8.17(b) or otherwise

                                     -292-
<PAGE>

pursuant to this Agreement, the obligations of the Trustee under this Agreement
in respect of such Advance shall be satisfied. Notwithstanding anything
contained in this Agreement to the contrary, the Fiscal Agent shall be entitled
to all limitations on liability, rights of reimbursement and indemnities that
the Trustee is entitled to hereunder as if it were the Trustee.

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

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

     (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and each Non-Trust Mortgage Loan Noteholder in writing of the
appointment, resignation or removal of any Fiscal Agent.

     SECTION 8.18. Representations and Warranties of Fiscal Agent.

     (a) The Fiscal Agent hereby represents and warrants to each of the other
parties hereto and for the benefit of the Certificateholders and the Non-Trust
Mortgage Loan Noteholders, as the Closing Date, that:

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

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

                                     -293-
<PAGE>

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

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

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

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

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

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

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

                                     -294-
<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, the Fiscal Agent and the Trustee (other than the obligations
of the Trustee to provide for and make payments to Certificateholders as
hereafter set forth) shall terminate upon payment (or provision for payment):
(i) to the Certificateholders of all amounts held by or on behalf of the Trustee
and required hereunder to be so paid on the Distribution Date following the
earlier to occur of (A) the purchase by the Depositor, Lehman Brothers, the
Special Servicer, any Controlling Class Certificateholder or the Master Servicer
of all 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 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, the aggregate amount of unreimbursed Advances made thereby, together
with any interest accrued and payable to the Master Servicer in respect of
unreimbursed Advances in accordance with Section 3.11(g), Section 4.03(d) and/or
Section 4.03A(d), and if the Purchaser is the Master Servicer or the Special
Servicer, 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, the Fiscal Agent, the Master Servicer, the Special Servicer and
the members, managers, officers, directors, employees and/or agents of each of
them of all amounts which may have become due and owing to any of them
hereunder; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.

     Each of the Depositor, Lehman Brothers, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class) or the Master Servicer, in that order of
priority (with the Depositor having the most senior priority), may at its option
elect to purchase all of the 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 aggregate Certificate Principal Balance of all
of the Principal Balance Certificates as of the Closing Date, 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



                                     -295-
<PAGE>

to be terminated in connection with the Master Servicer's, the Special
Servicer's, a Controlling Class Certificateholder's, Lehman Brothers' or the
Depositor's purchase of all of the 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 Master Servicer 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 the Polaris Fashion Place REO Property, the
Pembroke Lakes Mall REO Property or the Westfield Shoppingtown REO Property 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 Loan Pair Custodial Account specifically related to the corresponding Loan
Pair); and (y) an Opinion of Counsel, at the expense of the party effecting the
purchase, stating that the termination of the Trust satisfies the requirements
of a qualified liquidation under Section 860F of the Code and any regulations
thereunder. In addition, the Master Servicer shall transfer to the Collection
Account all amounts required to be transferred thereto on such Master Servicer
Remittance Date from the Pool Custodial Account pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in the Pool
Custodial Account that would otherwise be held for future distribution. Upon
confirmation that such final deposits have been made, subject to Section 3.25,
the Trustee shall release or cause to be released to the Master Servicer, the
Special Servicer, the purchasing Controlling Class Certificateholder, Lehman
Brothers or the Depositor, as applicable, the Mortgage Files for the remaining
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. Any transfer of
Trust Mortgage Loans, except in the case of the Polaris Fashion Place Trust
Mortgage Loan, the Pembroke Lakes Mall Trust Mortgage Loan or the Westfield
Shoppingtown Trust Mortgage Loan, pursuant to this paragraph shall be on a
servicing-released basis; and, if any Trust Mortgage Loan purchased pursuant to
this Section 9.01 is the Polaris Fashion Place Trust Mortgage Loan, the Pembroke
Lakes Mall Trust Mortgage Loan or the Westfield Shoppingtown Trust Mortgage
Loan, the release, endorsement or assignment of the documents constituting the
related Mortgage File and Servicing File shall be in the manner contemplated by
Section 3.25.

     Following the date on which the aggregate Certificate Principal Balance of
the Registered Certificates is reduced to zero, all the remaining
Certificateholders, acting together (each having agreed in writing to so act, a
copy of which writing shall be delivered to the Trustee), shall have the right,
with the consent of the Master Servicer (acting in its sole discretion), to
exchange all of the Certificates for all of the Trust Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (ii)(B) of
the first paragraph of this Section 9.01(a), by giving written notice to all the
parties hereto and the Non-Trust Mortgage Loan Noteholders no later than 60 days
prior to the anticipated date of exchange; provided that no such exchange may
occur if any of the remaining REO Properties relates to a Loan Pair. In the
event that all the Certificateholders elect (as evidenced by a writing signed by
each Certificateholder and delivered to the Trustee) to exchange all of the
Certificates for all of the Trust Mortgage Loans and, subject to the preceding
sentence, each REO Property remaining in the Trust Fund, the Certificateholders,
not later than the fifth Business Day preceding the Distribution Date on which
the final distribution on the Certificates is to occur, shall (i) deposit in the
applicable Custodial Account an amount in immediately available funds equal to
all amounts then due and owing to the Depositor, the

                                     -296-
<PAGE>

Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent pursuant
to Section 3.05(a) or Section 3.05A, as applicable, or that may be withdrawn
from the Collection Account pursuant to Section 3.05(b), but only to the extent
that such amounts are not already on deposit in such Custodial Account and (ii)
pay to the Trustee an amount, in immediately available funds, equal to $5,000
(five thousand dollars). In addition, the Master Servicer shall transfer to the
Collection Account all amounts required to be transferred thereto on the related
Master Servicer Remittance Date from the Pool Custodial Account pursuant to the
first paragraph of Section 3.04(b). Upon confirmation that such final deposits
have been made and following the surrender of all the Certificates on the final
Distribution Date, the Trustee shall release or cause to be released to the
Certificateholders or any designee thereof, the Mortgage Files for the remaining
Trust Mortgage Loans and REO Properties and shall execute all assignments,
endorsements and other instruments furnished to it by the Certificateholders as
shall be necessary to effectuate transfer of the Trust Mortgage Loans and REO
Properties remaining in the Trust Fund. Any transfer of Trust Mortgage Loans,
except in the case of the Polaris Fashion Place Trust Mortgage Loan, the
Pembroke Lakes Mall Trust Mortgage Loan or the Westfield Shoppingtown Trust
Mortgage Loan, pursuant to this paragraph shall be on a servicing-released
basis; and, if any Trust Mortgage Loan purchased pursuant to this Section 9.01
is the Polaris Fashion Place Trust Mortgage Loan, the Pembroke Lakes Mall Trust
Mortgage Loan or the Westfield Shoppingtown Trust Mortgage Loan, the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.25.

     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.

     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 Net Available Distribution
Amount for the Final Distribution Date, shall be allocated in the following
order of priority, in each case to the extent of remaining available funds:

          (i) to distributions of interest to the Holders of the respective
     Classes of the Senior Certificates, up to an amount equal to, and pro rata
     in accordance with, all Distributable Certificate Interest in respect of
     each such Class of Certificates for such Distribution Date and, to the
     extent not previously paid, for all prior Distribution Dates;

                                     -297-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     -298-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     -299-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     -300-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     -301-
<PAGE>

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

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

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

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

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

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

          (lii) to distributions 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 out of the Net Available Distribution Amount pursuant to
     clauses (i) through (li) above and/or out of the Class MM Available
     Distribution Amount pursuant to the second following paragraph;

          (liii) to distributions to the Holders of the Class R-II Certificates,
     up to an amount equal to the excess, if any, of (A) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC I Regular Interests on such
     Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j);

          (liv) to make distributions to the Holders of the Class R-LR
     Certificates, up to an amount equal to the excess, if any, of (A) that
     portion of the Available Distribution Amount for such Distribution Date
     that is allocable to the Early Defeasance Mortgage Loans and/or any related
     REO Properties, over (B) the aggregate distributions (other than
     distributions of Net Prepayment Consideration) deemed made in respect of
     the Loan REMIC Regular Interests on such Distribution Date pursuant to
     Section 4.01(l); and

                                     -302-
<PAGE>

          (lv) to distributions to the Holders of the Class R-I Certificates, up
     to an amount equal to the balance, if any, of the Net Available
     Distribution Amount for such Distribution Date remaining after the
     distributions to be made on such Distribution Date pursuant to clauses (i)
     through (liv) above.

     All distributions of interest made in respect of the Class X-CP and Class
X-CL Certificates on the Final Distribution Date pursuant to clause (i) above,
shall be deemed to have been made, in the case of each such Class, in respect of
the respective REMIC III Components of such Class, pro rata in accordance with
the respective amounts of Distributable Component Interest in respect of such
REMIC III Components for such Distribution Date and, to the extent not
previously deemed paid pursuant to Section 4.01(a), for all prior Distribution
Dates.

     Amounts on deposit in the Collection Account as of the Final Distribution
Date that represent the Class MM Available Distribution Amount for such Final
Distribution Date shall be allocated 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
     X-MM2 and Class MM-1 Certificates, up to an amount equal to, and pro rata
     as between such Classes in accordance with, all Distributable Certificate
     Interest in respect of each such Class of Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates, if any;

          (ii) to make distributions of principal to the Holders of the Class
     MM-1 Certificates, up to an amount equal to the Class Principal Balance of
     the Class MM-1 Certificates outstanding immediately prior such Distribution
     Date;

          (iii) to make distributions to the Holders of the Class MM-1
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to the Class MM-1 Certificates pursuant to Section 4.04(a) and
     not previously reimbursed;

          (iv) to make distributions of interest to the Holders of the Class
     MM-2 Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class MM-2 Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (v) to make distributions of principal to the Holders of the Class
     MM-2 Certificates, up to an amount equal to the Class Principal Balance of
     the Class MM-2 Certificates outstanding immediately prior to such
     Distribution Date;

          (vi) to make distributions to the Holders of the Class MM-2
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to the Class MM-2 Certificates pursuant to Section 4.04(a) and
     not previously reimbursed;

          (vii) to make distributions of interest to the Holders of the Class
     MM-3 Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class



                                     -303-
<PAGE>


     MM-3 Certificates for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates, if any;

          (viii) to make distributions of principal to the Holders of the Class
     MM-3 Certificates, up to an amount equal to the Class Principal Balance of
     the Class MM-3 Certificates outstanding immediately prior to such
     Distribution Date; and

          (ix) to make distributions to the Holders of the Class MM-3
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to the Class MM-3 Certificates pursuant to Section 4.04(a) and
     not previously reimbursed.

     All distributions of interest made in respect of the Class X-MM2
Certificates on the Final Distribution Date pursuant to clause (i) above, shall
be deemed to have been made in respect of the respective REMIC III Components of
such Class, pro rata in accordance with the respective amounts of Distributable
Component Interest in respect of such REMIC III Components for such Distribution
Date and, to the extent not previously deemed paid pursuant to Section 4.01(a),
for all prior Distribution Dates.

     Any Prepayment Premiums, Yield Maintenance Charges and Excess Defeasance
Deposit Proceeds on deposit in the Collection Account as of the final
Distribution Date (net of any Workout Fees and/or Liquidation Fees payable
therefrom) shall be distributed among the Holders of the Class X-CL, Class X-WC,
Class X-MM1, Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class X-MM2, Class
MM-1, Class MM-2 and Class MM-3 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-1 and Class V-2 Certificates in accordance with Section 4.01(d).

     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 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.

                                     -304-
<PAGE>

     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 or on behalf of the Trust with respect to any
Early Defeasance Loan), 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.

     The foregoing requirements of this Section 9.02 shall apply, mutatis
mutandis, to the repurchase of an Early Defeasance Mortgage Loan and liquidation
of the related Loan REMIC if the defeasance proceeds are less than the Purchase
Price of the Early Defeasance Mortgage Loan, the Mortgagor notifies the Master
Servicer of its intent to partially defease the Early Defeasance Mortgage Loan
or the Mortgagor is to tender other collateral that does not constitute a cash
amount equal to or greater than the Purchase Price of the Early Defeasance
Mortgage Loan, under the circumstances described in Sections 2.03(h) and
2.03(i).

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Tax Administrator to specify the 90-day liquidation period for
each REMIC Pool, which authorization shall be binding upon all successor
Certificateholders.

                                     -305-
<PAGE>

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS


     SECTION 10.01. REMIC Administration.

     (a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC
under the Code and, if necessary, under applicable state law. Such election will
be made on Form 1066 or other appropriate federal or state Tax Returns for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued.

     (b) Each Loan REMIC Regular Interest is hereby designated as the "regular
interest" (within the meaning of Section 860G(a)(1) of the Code) in the related
Loan REMIC. The REMIC I Regular Interests, the REMIC II Regular Interests and
the Regular Interest Certificates (or, in the case of the Class X-CP, Class X-CL
and Class X-MM2 Certificates, each of the REMIC III Components of each such
Class) are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in REMIC I, REMIC II and REMIC III,
respectively. The Class R-LR Certificates will evidence the single class of
"residual interests" (within the meaning of Section 860G(a)(2) of the Code) in
each Loan REMIC. The Class R-I Certificates, the Class R-II Certificates and the
Class R-III Certificates are hereby designated as the single class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code) in REMIC I,
REMIC II and REMIC III, respectively. None of the Master Servicer, the Special
Servicer or the Trustee shall (to the extent within its control) permit the
creation of any other "interests" in the Loan REMICs, REMIC I, REMIC II or REMIC
III (within the meaning of Treasury 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-CP, Class X-CL and Class X-MM2
Certificates, each REMIC III Component of each such Class).

     (f) Except as otherwise provided in Section 3.17(a) and subsections (i) and
(j) below, the Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each REMIC Pool (but not including any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to the Trust
Fund

                                     -306-
<PAGE>

that involve the IRS or state tax authorities which extraordinary expenses shall
be payable or reimbursable to the Tax Administrator from the Trust Fund
(exclusive of the Grantor Trusts Assets), unless otherwise provided in Section
10.01(i) or 10.01(j)).

     (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

     (h) The Tax Administrator shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of each
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

     (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could result in an Adverse REMIC Event, unless the Tax
Administrator has obtained or received an Opinion of Counsel (at the expense of
the party requesting such action or at the expense of the Trust Fund if the Tax
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse REMIC Event or an Adverse
Grantor Trust Event could result from such action or failure to act. In
addition, prior to taking any action with respect to any REMIC Pool, or causing
any REMIC

                                     -307-
<PAGE>

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 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

                                     -308-
<PAGE>

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 any Custodial
Account or 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
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

                                     -309-
<PAGE>

Section 10.02. Without limiting the generality of the foregoing, the Depositor,
within ten days following the Tax Administrator's request therefor, shall
provide in writing to the Tax Administrator such information as is reasonably
requested by the Tax Administrator for tax purposes, and the Tax Administrator's
duty to perform its reporting and other tax compliance obligations under this
Section 10.02 shall be subject to the condition that it receives from the
Depositor such information possessed by the Depositor that is necessary to
permit the Tax Administrator to perform such obligations.

     (d) The Tax Administrator shall perform on behalf of the Grantor Trust all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the IRS or any state or local taxing authority, including the furnishing to
Certificateholders of the schedules described in Section 10.01(c).

     (e) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could result in an
Adverse Grantor Trust Event, unless the Tax Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the Tax Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse Grantor Trust Event to occur. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund, the
Tax Administrator or the Trustee.

     (f) If any tax is imposed on the Grantor Trust, such tax, together with all
incidental costs and expenses (including penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the Tax Administrator, if such tax
arises out of or results from a breach by the Tax Administrator of any of its
obligations under this Section 10.02; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Section 10.02; (iii) the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of any
of its obligations under Article III or this Section 10.02; (iv) the Trustee, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under Article IV, Article VIII or this Section 10.02; or (v) the
portion of the Trust Fund constituting the Grantor Trust in all other instances.

                                     -310-
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


     SECTION 11.01. Amendment.

     (a) This Agreement may be amended from time to time by the mutual agreement
of the parties hereto, without the consent of any of the Certificateholders or
the 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 thereunder if the Securities Act or those rules are amended or
clarified so as to allow for the relaxation or elimination of that requirement;
(vi) as evidenced by an Opinion of Counsel delivered to the Master Servicer, the
Special Servicer and the Trustee, either (A) to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any of
the REMIC Pools or the Grantor Trust at least from the effective date of such
amendment, or (B) to avoid the occurrence of a prohibited transaction or to
reduce the incidence of any tax that would arise from any actions taken with
respect to the operation of any REMIC Pool or the Grantor Trust; (vii) as
provided in Section 5.02(d)(iv), to modify, add to or eliminate any of the
provisions of Section 5.02(d)(i), (ii) or (iii); (viii) to otherwise modify or
delete existing provisions of this Agreement; or (ix) to amend any provision of
Section 8.15 as contemplated by Section 8.15(m); provided that such amendment
(other than any amendment for any of the specific purposes described in clauses
(i), (ii), (iv), (v), (vi), (vii) and (ix) above) shall not adversely affect in
any material respect the interests of any Certificateholder 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 or a class of Westfield Shoppingtown Non-Trust Mortgage
Loan Securities as to which a rating has been assigned by one or more Rating
Agencies, written confirmation from each applicable Rating Agency to the effect
that such amendment shall not result in an Adverse Rating Event; and provided,
further, that such amendment shall not significantly change the activities of
the Trust (insofar as such change would adversely affect the status of the Trust
as a "qualifying special-purpose entity" under FASB 140).

     (b) This Agreement may also be amended from time to time by the agreement
of the parties hereto with the consent of the Holders of Certificates entitled
to at least 66-2/3% of the Voting Rights allocated to the affected Classes for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received or advanced on Mortgage Loans which are required to be distributed on
any Certificate, without the consent of the Holder of such Certificate, or which
are required to be distributed to any Non-Trust Mortgage Loan Noteholder,
without the consent of such Non-Trust Mortgage Loan Noteholder, (ii) adversely
affect in any material respect the interests of

                                     -311-
<PAGE>


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 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 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 the 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 fully executed copy thereof to each party hereto, 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


                                     -312-
<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, 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 any Non-Trust Mortgage Loan Noteholder, out of the Loan Pair Custodial
Account specifically related to the corresponding Loan Pair pursuant to Section
3.05A) to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders and/or the 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 and the Non-Trust
                    Mortgage Loan Noteholders.

     (a) The death or incapacity of any Certificateholder or Non-Trust Mortgage
Loan Noteholder shall not operate to terminate this Agreement or the Trust Fund,
nor entitle such Certificateholder's or Non-Trust Mortgage Loan Noteholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) No Certificateholder or Non-Trust Mortgage Loan Noteholder (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 and/or Non-Trust Mortgage Loan Noteholders from time to time
as partners or members of an association; nor shall any Certificateholder or
Non-Trust Mortgage Loan Noteholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

     (c) No Certificateholder or Non-Trust Mortgage Loan Noteholder 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

                                     -313-
<PAGE>

Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

     SECTION 11.04. Governing Law; Consent to Jurisdiction.

     This Agreement will be governed by and construed in accordance with the
laws of the State of New York, applicable to agreements negotiated, made and to
be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City
with respect to matters arising out of or relating to this Agreement; (ii)
agrees that all claims with respect to such action or proceeding may be heard
and determined in such New York State or federal courts; (iii) waives the
defense of an inconvenient forum; and (iv) agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

     SECTION 11.05. Notices.

     Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given when delivered to: (i) in the case of the Depositor, Structured Asset
Securities Corporation II, 745 Seventh Avenue, New York, New York 10019,
Attention: David Nass--LB-UBS Commercial Mortgage Trust 2003-C3, facsimile
number: (646) 758-5376; (ii) in the case of the Master Servicer, Wachovia Bank,
National Association, 8739 Research Drive, URP4, Charlotte, North Carolina
28262-1075, Attention: LB-UBS Mortgage Trust 2003-C3; facsimile number: (704)
593-7735; (iii) in the case of the Special Servicer, GMAC Commercial Mortgage
Corporation, 550 California Street, San Francisco, California 94104, Attention:
Henry Bieber, facsimile number: (415) 391-2949; with a copy to General Counsel,
facsimile number (215) 328-3620; (iv) in the case of the Trustee, LaSalle Bank
National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Asset-Backed Securities Trust Services Group--LB-UBS
Commercial Mortgage Trust 2003-C3, facsimile number: (312) 904-2084; (v) in the
case of the Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services
Group--LB-UBS Commercial Mortgage Trust 2003-C3, facsimile number: (312)
904-2084; (vi) in the case of the Underwriters, (A) Lehman Brothers, Inc., 745
Seventh Avenue, New York, New York 10019, Attention: David Nass--LB-UBS
Commercial Mortgage Trust 2003-C3, facsimile number: (646) 758-5376, and (B) UBS
Warburg LLC,

                                     -314-
<PAGE>

1285 Avenue of the Americas, New York, New York 10019, Attention: Ahmed Alali,
facsimile number: (212) 713-2099, with a copy to Robert C. Dinerstein, General
Counsel; (vii) in the case of the Rating Agencies, (A) 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; (viii) in the case of the Fiscal
Agent, to the Trustee on behalf of the Fiscal Agent; and (viii) in the case of
the initial Controlling Class Representative, GMAC Institutional Advisors LLC,
550 California Street, 12th Floor, San Francisco, California 94104, Attention:
Shari Figi, facsimile number (415) 646-8458; 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 Non-Trust Mortgage Loans and/or any 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) 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 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

                                     -315-
<PAGE>

immediately preceding filing. The Depositor shall cooperate in a reasonable
manner with the Trustee and the Master Servicer in preparing and filing such
continuation statements. This Section 11.07 shall constitute notice to the
Trustee pursuant to any of the requirements of the UCC.

     SECTION 11.08. Streit Act.

     Any provisions required to be contained in this Agreement by Section 126 of
Article 4-A of the New York Real Property Law are hereby incorporated herein,
and such provisions shall be in addition to those conferred or imposed by this
Agreement; provided, however, that to the extent that such Section 126 shall not
have any effect, and if said Section 126 should at any time be repealed or cease
to apply to this Agreement or be construed by judicial decision to be
inapplicable, said Section 126 shall cease to have any further effect upon the
provisions of this Agreement. In case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real
Property Law, such mandatory provisions of said Article 4-A shall prevail,
provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by
judicial decision to be inapplicable, such mandatory provisions of such Article
4-A shall cease to have any further effect upon the provisions of this
Agreement.

     SECTION 11.09. Successors and Assigns; Beneficiaries.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. Each
Underwriter shall be a third party beneficiary to this Agreement solely with
respect to its right to receive the reports, statements and other information to
which it is entitled hereunder, to preserve such Underwriter's rights under
Sub-Servicing Agreements as contemplated by Section 3.22(d) and, in the case of
Lehman Brothers, to terminate the Trust Fund pursuant to Section 9.01. Each of
the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the
Closing Date (or being negotiated as of the Closing Date and in effect within 90
days thereafter) shall be a third party beneficiary to obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third party beneficiary pursuant to
this Section 11.09. The 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 Non-Trust
Mortgage Loan Trustees and the Non-Trust Mortgage Loan Fiscal Agents shall be
third-party beneficiaries to this Agreement solely with respect to reimbursement
of P&I Advances made by such Persons, with interest, as provided in Section
3.05A hereof. This Agreement may not be amended in any manner that would
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.

                                     -316-
<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 that has not been cured;

          (iii) the resignation or termination of the Fiscal Agent, the Master
     Servicer or the Special Servicer;

          (iv) the repurchase of 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, the Master Servicer shall promptly furnish to
each Rating Agency copies of the following items:

          (i) each of its annual statements as to compliance described in
     Section 3.13;

          (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14; and

          (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.11(h), 4.03(c) or 4.03A(c).

     (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b), (ii) promptly deliver
to each Rating Agency a copy of any notices given pursuant to Section 7.03(a) or
Section 7.03(b) and (iii) deliver the items described in Section 11.11(d) with
regard to the Special Servicer to each Rating Agency, to the extent in its
possession.

                                     -317-
<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) 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.


                                     -318-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.

                             STRUCTURED ASSET SECURITIES CORPORATION II
                                 Depositor


                             By: /s/ Tracy Dembicer
                                -----------------------------------------
                             Name:  Tracy Dembicer
                             Title: Senior Vice President


                             WACHOVIA BANK, NATIONAL ASSOCIATION
                                 Master Servicer


                             By: /s/ David F. Sisom
                                -----------------------------------------
                             Name:  David F. Sisom
                             Title: Vice President



                             GMAC COMMERCIAL MORTGAGE CORPORATION
                                 Special Servicer


                             By: /s/ Henry J. Bieber
                                -----------------------------------------
                             Name:  Henry J. Bieber
                             Title: SVT



                             LASALLE BANK NATIONAL ASSOCIATION
                                 Trustee


                             By: /s/ Brian D. Ames
                                -----------------------------------------
                             Name:  Brian D. Ames
                             Title: Vice President



                             ABN AMRO BANK N.V.
                                 Fiscal Agent


                             By: /s/ Brian D. Ames
                                -----------------------------------------
                             Name:  Brian D. Ames
                             Title: Vice President


                             By: /s/ Michael B. Evans
                                -----------------------------------------
                             Name:  Michael B. Evans
                             Title: Senior Vice President




<PAGE>


STATE OF NEW YORK            )
                             )  ss.:
COUNTY OF NEW YORK           )



     On the 4 day of June, 2003, before me, a notary public in and for said
State, personally appeared Tracey Dembicer, known to me to be a Senior Vice
President of STRUCTURED ASSET SECURITIES CORPORATION II, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                        /s/ Edna Lanahan
                                 ----------------------------------
                                          Notary Public


[Notarial Seal]




<PAGE>


STATE OF NORTH CAROLINA                )
                                       )  ss.:
COUNTY OF MECKLENBURG                  )



     On the 3rd day of June, 2003, before me, a notary public in and for said
State, personally appeared David E. Sisom, known to me to be a Vice President of
WACHOVIA BANK, NATIONAL ASSOCIATION, one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                      /s/ Elizabeth G. Bare
                                 ----------------------------------
                                          Notary Public



[Notarial Seal]

<PAGE>


STATE OF CALIFORNIA               )
                                  )  ss.:
COUNTY OF SAN FRANCISCO           )



     On the 3rd day of June, 2003, before me, a notary public in and for said
State, personally appeared Henry J. Bieber, known to me to be a SVP of GMAC
COMMERCIAL MORTGAGE CORPORATION, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                       /s/ Lisa L. Connolly
                                 ----------------------------------
                                          Notary Public



[Notarial Seal]




<PAGE>


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



     On the 3rd day of June, 2003, before me, a notary public in and for said
State, personally appeared Brian D. Ames, known to me to be a Vice President of
LASALLE BANK NATIONAL ASSOCIATION, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                        /s/ Ethel Franklin
                                 ----------------------------------
                                          Notary Public



[Notarial Seal]




<PAGE>


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



     On the 3rd day of June, 2003, before me, a notary public in and for said
State, personally appeared Brian D. Ames and Michael Evans, known to me to be a
Vice President and Senior Vice President, respectively, of ABN AMRO BANK N.V.,
one of the entities that executed the within instrument, and also known to me to
be the persons who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                       /s/ Ethel Franklin
                                 ----------------------------------
                                          Notary Public



[Notarial Seal]



<PAGE>

                                   SCHEDULE I

                          TRUST MORTGAGE LOAN SCHEDULE


                                 [SEE ATTACHED]






<PAGE>

<TABLE>
<CAPTION>
                                                      TRUST MORTGAGE LOAN SCHEDULE
------------------------------------------------------------------------------------------------------------------------------------
 MORTGAGE
   LOAN
  NUMBER                   PROPERTY NAME                                      ADDRESS                                CITY
----------  ------------------------------------------  --------------------------------------------------  ------------------------
<S>         <C>                                         <C>                                                  <C>
     1      Westfield Shoppingtown West County          80 West County Center                                Des Peres
     2      Polaris Fashion Place                       1500 Polaris Parkway                                 Columbus
     3      Washington Harbour                          3000 and 3050 K Street, NW                           Washington
     4      Monroeville Mall                            US Business Route 22 / Mall Boulevard                Monroeville
     5      Pembroke Lakes Mall                         11401 Pines Boulevard                                Pembroke Pines
     6      Broadcasting Square                         Northwest Corner of Broadcasting and Paper           Reading
                                                        Mill Roads
     7      LIRA Apartments                             21 Spring Street                                     New York
     8      SETH Portfolio - Bayou Park Village         4400 Memorial Drive                                  Houston
            Apartments
     9      Fountains at Waterford Lakes Apartments     12101 Fountianbrook Boulevard                        Orlando
    10      SETH Portfolio - Pavilion Place Apartments  5401 Rampart                                         Houston
    11      SETH Portfolio - Sandstone Apartments       4201 Fairmont Parkway                                Houston
    12      Shoppes at the Meadows                      8330-8375 South Willow Street                        Littleton
    13      Lembi Portfolio - Citi Properties DE        Various                                              San Francisco
    14      Edwards Cinemas                             265 South Glendora Avenue                            West Covina
    15      Lynnfield Office Park                       1255,1355,1555,1755 Lynnfield Road                   Memphis
    16      866 Third Avenue                            866 Third Avenue                                     New York
    17      Redondo Beach Retail Center                 3901,4001,4051 Inglewood Avenue                      Redondo Beach
    18      Maple View Shopping Center                  845-869 Belvidere Road                               Grayslake
    19      Aerospace Building                          10210 Greenbelt Road                                 Greenbelt
    20      Alexandria Commons                          2601 South MacArthur Drive                           Alexandria
    21      Lembi Portfolio - Ritz Apartments DE        Various                                              San Francisco
    22      Strawbridge Marketplace                     2129 General Booth Boulevard                         Virginia Beach
    23      Bayview Tower Office Building               101 First Street South                               St. Petersburg
    24      Orlando Airport Business Center             5730-5892 South Semoran Boulevard                    Orlando
    25      Arroyo Parkway Self Storage                 385 & 411 South Arroyo Parkway                       Pasadena
    26      Lembi Portfolio - Citi Properties I DE      Various                                              San Francisco
    27      111 Wagaraw Road                            111 Wagaraw Road                                     Hawthorne
    28      Lembi Portfolio - Skyline Enterprises DE    Various                                              San Francisco
    29      Winn Dixie Plaza                            11010 North West Seventh Avenue                      Miami
    30      Phillips Edison - Pablo Plaza               1822 3rd Street South                                Jacksonville Beach
    31      Phillips Edison - Rolling Hills Square      7005 East Golf Links Road                            Tucson
    32      Crystal Lake Shopping Center                5000 Northwest Highway                               Crystal Lake
    33      Taft Building                               1680 North Vine Street                               Hollywood
    34      Lembi Portfolio - Bay Citi Properties DE    Various                                              San Francisco
    35      Phillips Edison - Governor's Square         2681 East South Boulevard                            Montgomery
    36      Balboa Office Building                      9449 Balboa Avenue                                   San Diego
    37      Lembi Portfolio - Trophy Properties DE      Various                                              San Francisco
    38      Phillips Edison - Mountain Park Plaza       4750 Alabama Road                                    Roswell
    39      202 West 40th Street                        202 West 40th Street                                 New York
    40      Nellis Crossing                             1208-1284 South Nellis Boulevard                     Las Vegas
    41      Center at Monocacy                          5111 & 5115 Pegasus Court                            Frederick
    42      Tubeway                                     2211 South Tubeway Avenue                            Commerce
    43      Sav-On - Rancho La Costa                    SEC Rancho Santa Fe Road & La Costa Avenue           Carlsbad
    44      Main Valley Shopping Center                 1100 West Main Street                                Lewisville
    45      Stonehedge Apartments                       5301 Stonehedge Drive                                Evansville
    46      111 Lake Drive                              111 Lake Drive                                       Newark
    47      Gemstar                                     25 Robert Pitt Drive                                 Monsey
    48      Valleytree Apartments                       2513 Summer Tree Circle                              Arlington

<CAPTION>
       TRUST MORTGAGE LOAN SCHEDULE
---------------------------------------
 MORTGAGE
   LOAN
  NUMBER      STATE           ZIP CODE
----------   -------        ------------
<S>          <C>             <C>
     1          MO              63131
     2          OH              43240
     3          DC              20007
     4          PA              15146
     5          FL              33026
     6          PA              19610
     7          NY              10012
     8          TX              77007
     9          FL              32825
    10          TX              77081
    11          TX              77054
    12          CO              80124
    13          CA              94109
    14          CA              91790
    15          TN              38119
    16          NY              10022
    17          CA              90278
    18          IL              60030
    19          MD              20706
    20          LA              71301
    21          CA             Various
    22          VA              23454
    23          FL              33701
    24          FL              32822
    25          CA              91105
    26          CA             Various
    27          NJ              07470
    28          CA             Various
    29          FL              33168
    30          FL              32204
    31          AZ              85730
    32          IL              60014
    33          CA              90028
    34          CA              94109
    35          AL              36116
    36          CA              92123
    37          CA             Various
    38          GA              30075
    39          NY              10018
    40          NV              89104
    41          MD              21704
    42          CA              90040
    43          CA              92008
    44          TX              75067
    45          IN              47715
    46          DE              22191
    47          NY              10952
    48          TX              76006
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                        TRUST MORTGAGE LOAN SCHEDULE
------------------------------------------------------------------------------------------------------------------------------------
 MORTGAGE
   LOAN
  NUMBER                   PROPERTY NAME                                      ADDRESS                                 CITY
---------   --------------------------------------     -----------------------------------------           -------------------------
<S>         <C>                                         <C>                                                  <C>

    49      AmSouth Bank Building                       400 Cleveland Street                                 Clearwater
    50      Memorial Post Oak Center                    1110 North Post Oak Drive                            Houston
    51      Bates Street Apartments                     5706-5738 Bates Street                               San Diego
    52      Skyview Business Park                       4560 South Decatur Boulevard                         Las Vegas
    53      Crystal Inn Hotel - Mid-Valley              818 East Winchester Street                           Murray
    54      Berkshire Manor                             2060 Continental Avenue                              Tallahassee
    55      Phillips Edison - Hickory Plaza             5753 Nolensville Pike                                Nashville
    56      Crystal Inn Hotel - West Valley             2254 West City Center Court                          West Valley
    57      Walgreens-Henderson                         1360 Horizon Ridge Parkway                           Henderson
    58      Lembi Portfolio - Franklin Sutter DE        1405 Franklin Street                                 San Francisco
    59      Lakeside Apartments                         231 North Evergreen Avenue                           Woodbury
    60      Woodcreek Plaza Shopping Center             7456 Foothills Boulevard                             Roseville
    61      Walgreens - Murphy                          103 North Murphy Road                                Murphy
    62      Phillips Edison - Cape Henry Plaza          2817 Shore Drive                                     Virginia Beach
    63      Franklin Properties                         Various                                              Saint Thomas
    64      Phillips Edison - Crossroads East           2800 South Hamilton Road                             Columbus
    65      Springdale Plaza                            1900 Greentree Road                                  Cherry Hill
    66      Ellard Village                              8400-8440 Holcomb Bridge Road                        Roswell
    67      15550 North 84th Street                     15550 North 84th Street                              Scottsdale
    68      Arrowhead Professional Center               18001 North 79th Avenue                              Glendale
    69      Cedarwood Office Park                       6800 Pittsford-Palmyra Road                          Perinton
    70      Serrano Marketplace                         3801-3833 West Sixth Street                          Los Angeles
    71      Rite Aid - Medina                           207 North Court Street                               Medina
    72      Chateau De Ville                            2020 Continental Avenue                              Tallahassee
    73      Carlisle Buildings                          3000-3100 Carlisle Street                            Dallas
    74      1835 Post Road East                         1835 Post Road East                                  Westport
    75      1405 Pine Street                            1405 Pine Street                                     St. Louis
    76      President's Corner                          2201 Presidents Corner                               Arlington
    77      267-269 West 23rd Street                    267 West 23rd Street                                 New York
    78      CVS - Staten Island                         501 Forest Avenue                                    Staten Island
    79      Newell Rubbermaid Building                  1000 Southwest 14th Street                           Bentonville
    80      Walgreens - Baytown                         2000 Garth Road                                      Baytown
    81      Hot Springs Marketplace                     25359 & 25365 Madison Avenue                         Murrieta
    82      Eckerd - Yardville                          4125 South Broad Street                              Hamilton
    83      Bristol House Apartments                    1451-1461 NE 169th Street                            North Miami Beach
    84      Shurgard Storage Center - Kissimmee         1701 Dyer Boulevard                                  Kissimmee
    85      La Arboleda                                 7777 E.R.L. Thornton Freeway                         Dallas
    86      Rite Aid - West Rutland                     294 Main Street                                      West Rutland
    87      Rite Aid - Flint                            1124 North Ballenger Highway                         Flint
    88      Pine Tree Plaza                             SEQ West Newell Road and Vermilion Street            Danville
    89      Clayton Court Apartments                    502 North Dupont Street                              Wilmington
    90      Rite Aid - Galion                           304 Harding Way West                                 Galion
    91      Rite Aid - Mio                              101 South Morenci Street                             Mio
    92      Bar 4 Mini Storage                          1001 North Gilbert Road                              Gilbert
    93      Ballentine Market Shopping Center           1339 Dutch Fork Road                                 Ballentine
    94      Fairfield Country Shops                     15201 Mason Road                                     Cypress
    95      Ohio Valley Plaza                           50840  and 50850 Valley Center Boulevard             St. Clairsville
    96      135-141 Post Road East                      135-141 Post Road East                               Westport
    97      New Territory Country Shops                 6350 US Highway 90-A                                 Sugar Land


<CAPTION>
     TRUST MORTGAGE LOAN SCHEDULE
---------------------------------------
 MORTGAGE
   LOAN
  NUMBER      STATE           ZIP CODE
---------   ------------    -----------
<S>          <C>             <C>
    49         FL              33755
    50         TX              77055
    51         CA              92115
    52         NV              89103
    53         UT              84107
    54         FL              32304
    55         TN              37211
    56         UT              84119
    57         NV              89012
    58         CA              94109
    59         NJ              08096
    60         CA              95747
    61         TX              75094
    62         VA              23451
    63         PA              17252
    64         OH              43230
    65         NJ              08003
    66         GA              30022
    67         AZ              85260
    68         AZ              85308
    69         NY              14450
    70         CA              90020
    71         OH              44256
    72         FL              32304
    73         TX              75204
    74         CT              06880
    75         MO              63103
    76         TX              76011
    77         NY              10011
    78         NY              10310
    79         AR              72712
    80         TX              77520
    81         CA              92562
    82         NJ              08620
    83         FL              33162
    84         FL              34741
    85         TX              75228
    86         VT              05777
    87         MI              48504
    88         IL              61834
    89         DE              19805
    90         OH              44833
    91         MI              48647
    92         AZ              85234
    93         SC              29063
    94         TX              77429
    95         OH              43950
    96         CT              06880
    97         TX              77478
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                        TRUST MORTGAGE LOAN SCHEDULE
------------------------------------------------------------------------------------------------------------------------------------
 MORTGAGE
   LOAN
  NUMBER                   PROPERTY NAME                                      ADDRESS                                 CITY
---------   --------------------------------------     -----------------------------------------           -------------------------
<S>         <C>                                         <C>                                                  <C>
    98      Greatwood Country Shops                     1270 Crabb River Road                                Sugar Land
    99      Rite Aid - Lewiston                         2815 South County Road 489                           Lewiston
   100      Shurgard Storage Center - DeLand            800 North Spring Garden Avenue                       DeLand
   101      Roosevelt Boulevard                         6304-6350 East Roosevelt Boulevard, 2010-2020        Philadelphia
                                                        Levick Street
   102      Rite Aid - Cynthiana                        629 U.S. Highway 27 South                            Cynthiana
   103      Rite Aid - Morgantown                       205 West G.L. Smith Street                           Morgantown
   104      Lembi Portfolio - Capital Citi              635 Ellis Street                                     San Francisco
            Properties DE
   105      Alexander Apartments                        801 West Thirteenth Street                           Panama City
   106      Shurgard Storage Center - Apopka            108 West Main Street                                 Apopka
   107      Cherry Office Park                          37053 Cherry Street                                  Newark
   108      Arrowhead Mobile Home Park                  543 Macedon Center Road                              Macedon
   109      Oswell and Bernard Center                   2600 Oswell Street                                   Bakersfield
   110      Lembi Portfolio - Skyline Investments DE    1385 Kansas Street                                   San Francisco


<CAPTION>
     TRUST MORTGAGE LOAN SCHEDULE
---------------------------------------
 MORTGAGE
   LOAN
  NUMBER      STATE           ZIP CODE
---------   ------------    -----------
<S>          <C>             <C>
    98        TX              77469
    99        MI              49756
   100        FL              32720
   101        PA              19149
   102        KY              41031
   103        KY              42261
   104        CA              94109
   105        FL              33411
   106        FL              32703
   107        CA              94560
   108        NY              14502
   109        CA              93306
   110        CA              94107
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                             TRUST MORTGAGE LOAN SCHEDULE
----------------------------------------------------------------------------------------------------------------------------
 MORTGAGE                                                                                                       REMAINING
   LOAN                                                     CUT-OFF           MONTHLY                            TERM TO
  NUMBER                   PROPERTY NAME                  DATE BALANCE      P&I PAYMENT      MORTGAGE RATE       MATURITY
---------   -------------------------------------------  ---------------  ---------------  -----------------  -------------
<S>         <C>                                             <C>                <C>               <C>               <C>
     1      Westfield Shoppingtown West County           150,000,000.00     857,213.59          5.2816              119
     2      Polaris Fashion Place                        125,000,000.00     689,935.15          4.9794              119
     3      Washington Harbour                           125,000,000.00     502,719.91          4.7600               58
     4      Monroeville Mall                             136,667,108.92     863,526.00          5.7320              116
     5      Pembroke Lakes Mall                          111,863,968.55     595,682.27          4.9250              119
     6      Broadcasting Square                           49,952,740.72     308,509.28          6.2700              119
     7      LIRA Apartments                               31,966,779.72     187,353.61          5.7800              119
     8      SETH Portfolio - Bayou Park Village           28,000,000.00     119,765.63          5.0625               59
            Apartments
     9      Fountains at Waterford Lakes Apartments       24,600,000.00     103,923.61          5.0000               56
    10      SETH Portfolio - Pavilion Place Apartments    20,750,000.00      88,754.88          5.0625               59
    11      SETH Portfolio - Sandstone Apartments         20,250,000.00      86,616.21          5.0625               59
    12      Shoppes at the Meadows                        18,715,176.26     111,573.28          5.9300              118
    13      Lembi Portfolio - Citi Properties DE          17,556,333.28     105,223.60          5.9100               60
    14      Edwards Cinemas                               17,478,294.18     123,351.65          6.9700              119
    15      Lynnfield Office Park                         17,428,444.21     103,798.89          5.9000              116
    16      866 Third Avenue                              16,982,848.55     101,159.78          5.9300              119
    17      Redondo Beach Retail Center                   14,833,539.17      90,075.93          6.0900              117
    18      Maple View Shopping Center                    14,544,301.63      83,402.37          5.5800              119
    19      Aerospace Building                            13,400,000.00      57,174.88          5.0500               59
    20      Alexandria Commons                            12,334,254.97      72,453.15          5.7800              117
    21      Lembi Portfolio - Ritz Apartments DE          12,037,201.48      72,144.77          5.9100               60
    22      Strawbridge Marketplace                       10,564,679.01      61,589.63          5.7100              117
    23      Bayview Tower Office Building                  9,979,856.28      57,155.92          5.5600              118
    24      Orlando Airport Business Center                9,966,334.88      57,723.58          5.6500               81
    25      Arroyo Parkway Self Storage                    9,862,930.15      59,576.00          5.2800               81
    26      Lembi Portfolio - Citi Properties I DE         9,739,644.35      58,374.40          5.9100               60
    27      111 Wagaraw Road                               8,958,799.06      57,493.00          5.9100              117
    28      Lembi Portfolio - Skyline Enterprises DE       8,915,520.60      53,435.03          5.9100               60
    29      Winn Dixie Plaza                               8,791,405.79      53,327.54          6.1000              119
    30      Phillips Edison - Pablo Plaza                  8,391,336.00      49,362.00          5.8140              119
    31      Phillips Edison - Rolling Hills Square         8,291,438.50      48,775.00          5.8140              119
    32      Crystal Lake Shopping Center                   8,181,737.04      48,735.21          5.9300              119
    33      Taft Building                                  8,000,000.00      45,926.32          5.6000               60
    34      Lembi Portfolio - Bay Citi Properties DE       7,691,821.69      46,100.81          5.9100               60
    35      Phillips Edison - Governor's Square            7,592,161.00      44,661.00          5.8140              119
    36      Balboa Office Building                         7,492,243.52      44,006.48          5.8000              119
    37      Lembi Portfolio - Trophy Properties DE         7,192,352.75      43,107.25          5.9100               60
    38      Phillips Edison - Mountain Park Plaza          7,067,702.51      41,575.87          5.8140              119
    39      202 West 40th Street                           6,722,493.98      37,791.02          5.4000               83
    40      Nellis Crossing                                6,628,841.38      39,784.64          5.9800              117
    41      Center at Monocacy                             6,487,354.93      37,808.45          5.7200              118
    42      Tubeway                                        6,344,009.65      39,222.02          6.2800              119
    43      Sav-On - Rancho La Costa                       6,179,570.00      38,034.66          6.2100              176
    44      Main Valley Shopping Center                    5,976,910.80      37,814.55          6.1000              117
    45      Stonehedge Apartments                          5,692,335.92      30,706.20          5.0000               56
    46      111 Lake Drive                                 5,500,000.00      32,236.40          5.7900              119
    47      Gemstar                                        5,394,816.71      33,038.29          6.1900              119
    48      Valleytree Apartments                          5,188,711.27      28,585.90          5.2100               58


<CAPTION>
                TRUST MORTGAGE LOAN SCHEDULE
-----------------------------------------------------------------
 MORTGAGE                        REMAINING         INTEREST
   LOAN                         AMORTIZATION        ACCRUAL
  NUMBER      MATURITY-ARD          TERM             BASIS
---------  ------------------  ---------------   ----------------
<S>            <C>                 <C>                <C>
     1          4/11/2013            359            Act/360
     2          4/11/2013            359            Act/360
     3          3/11/2008            N/A            Act/360
     4          1/11/2013            296            Act/360
     5          4/11/2013            359            Act/360
     6          4/11/2013            359            Act/360
     7          4/11/2013            359            Act/360
     8          4/11/2008            N/A            Act/360
     9          1/11/2008            N/A            Act/360
    10          4/11/2008            N/A            Act/360
    11          4/11/2008            N/A            Act/360
    12          3/11/2013            358            Act/360
    13          5/11/2008            351            Act/360
    14          4/11/2013            299            Act/360
    15          1/11/2013            356            Act/360
    16          4/11/2013            359            Act/360
    17          2/11/2013            357            Act/360
    18          4/11/2013            359            Act/360
    19          4/11/2008            N/A            Act/360
    20          2/11/2013            357            Act/360
    21          5/11/2008            351            Act/360
    22          2/11/2013            357            Act/360
    23          3/11/2013            358            Act/360
    24          2/11/2010            357            Act/360
    25          2/11/2010            297            Act/360
    26          5/11/2008            351            Act/360
    27          2/11/2013            297            Act/360
    28          5/11/2008            351            Act/360
    29          4/11/2013            359            Act/360
    30          4/11/2013            359            Act/360
    31          4/11/2013            359            Act/360
    32          4/11/2013            359            Act/360
    33          5/11/2008            360            Act/360
    34          5/11/2008            351            Act/360
    35          4/11/2013            359            Act/360
    36          4/11/2013            359            Act/360
    37          5/11/2008            351            Act/360
    38          4/11/2013            359            Act/360
    39          4/11/2010            359            Act/360
    40          2/11/2013            357            Act/360
    41          3/11/2013            358            Act/360
    42          4/11/2013            359            Act/360
    43          1/11/2018            356            Act/360
    44          2/11/2013            321            Act/360
    45          1/11/2008            356            Act/360
    46          4/11/2013            360            Act/360
    47          4/11/2013            359            Act/360
    48          3/11/2008            358            Act/360

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                             TRUST MORTGAGE LOAN SCHEDULE
----------------------------------------------------------------------------------------------------------------------------
 MORTGAGE                                                                                                       REMAINING
   LOAN                                                     CUT-OFF           MONTHLY                            TERM TO
  NUMBER                   PROPERTY NAME                  DATE BALANCE      P&I PAYMENT      MORTGAGE RATE       MATURITY
---------   -------------------------------------------  ---------------  ---------------  -----------------  -------------
<S>         <C>                                             <C>                <C>               <C>               <C>
    49      AmSouth Bank Building                          5,141,201.37      31,877.10          6.3000              118
    50      Memorial Post Oak Center                       5,082,082.44      28,638.07          5.4000               81
    51      Bates Street Apartments                        4,983,761.12      29,528.97          5.8600              117
    52      Skyview Business Park                          4,595,314.56      27,225.44          5.8800              119
    53      Crystal Inn Hotel - Mid-Valley                 4,568,890.52      30,890.73          6.5000              119
    54      Berkshire Manor                                4,378,058.10      26,496.85          5.3000               57
    55      Phillips Edison - Hickory Plaza                4,345,512.75      25,563.00          5.8140              119
    56      Crystal Inn Hotel - West Valley                4,344,190.99      29,371.51          6.5000              119
    57      Walgreens-Henderson                            4,286,711.13      26,196.81          6.1500              141
    58      Lembi Portfolio - Franklin Sutter DE           4,270,459.45      25,594.93          5.9100               60
    59      Lakeside Apartments                            4,057,991.26      25,055.35          6.2600              118
    60      Woodcreek Plaza Shopping Center                3,995,823.76      23,342.91          5.7500              119
    61      Walgreens - Murphy                             3,970,726.27      23,850.12          6.0000              118
    62      Phillips Edison - Cape Henry Plaza             3,796,080.49      22,330.51          5.8140              119
    63      Franklin Properties                            3,688,997.94      23,083.19          6.3750              117
    64      Phillips Edison - Crossroads East              3,596,286.78      21,155.22          5.8140              119
    65      Springdale Plaza                               3,493,600.29      20,984.27          6.0000              118
    66      Ellard Village                                 3,489,071.70      21,187.22          6.0900              117
    67      15550 North 84th Street                        3,349,364.12      20,166.50          6.0100              117
    68      Arrowhead Professional Center                  3,216,209.48      20,778.72          6.0000              118
    69      Cedarwood Office Park                          3,072,037.03      18,773.60          6.1700              119
    70      Serrano Marketplace                            3,045,830.72      20,308.86          6.3500              119
    71      Rite Aid - Medina                              2,995,043.01      27,137.50          8.5950              219
    72      Chateau De Ville                               2,935,288.93      17,764.94          5.3000               57
    73      Carlisle Buildings                             2,897,189.48      17,648.85          6.1400              119
    74      1835 Post Road East                            2,890,418.95      16,942.04          5.7600              117
    75      1405 Pine Street                               2,747,241.34      16,416.99          5.9600              119
    76      President's Corner                             2,735,000.00      16,099.98          5.8300              120
    77      267-269 West 23rd Street                       2,588,013.42      16,530.04          5.8600              117
    78      CVS - Staten Island                            2,493,115.65      21,180.81          6.0000              178
    79      Newell Rubbermaid Building                     2,456,288.89      15,416.61          5.7100               83
    80      Walgreens - Baytown                            2,413,345.11      14,483.64          6.0000              119
    81      Hot Springs Marketplace                        2,392,057.29      14,005.75          5.7500               69
    82      Eckerd - Yardville                             2,370,976.81      15,470.19          6.8000              119
    83      Bristol House Apartments                       2,292,388.22      13,422.18          5.7500              117
    84      Shurgard Storage Center - Kissimmee            2,195,803.95      12,922.58          5.8100              118
    85      La Arboleda                                    2,182,918.27      13,444.31          5.4500               55
    86      Rite Aid - West Rutland                        2,174,230.15      18,682.73          7.0700              197
    87      Rite Aid - Flint                               2,048,793.77      17,604.88          7.0700              197
    88      Pine Tree Plaza                                2,043,499.70      12,290.79          6.0000              117
    89      Clayton Court Apartments                       1,996,343.02      11,991.01          6.0000              118
    90      Rite Aid - Galion                              1,981,336.14      17,952.50          8.5950              219
    91      Rite Aid - Mio                                 1,833,887.86      16,616.50          8.5950              219
    92      Bar 4 Mini Storage                             1,797,805.97      12,814.03          7.0800              119
    93      Ballentine Market Shopping Center              1,771,725.30      10,596.42          5.9600              118
    94      Fairfield Country Shops                        1,744,208.46      10,212.52          5.7500               57
    95      Ohio Valley Plaza                              1,741,897.99      11,094.12          5.8300              117
    96      135-141 Post Road East                         1,698,294.65      10,148.68          5.9600              119
    97      New Territory Country Shops                    1,644,539.39       9,628.95          5.7500               57


<CAPTION>
                     TRUST MORTGAGE LOAN SCHEDULE
------------------------------------------------------------------
 MORTGAGE                         REMAINING         INTEREST
   LOAN                          AMORTIZATION        ACCRUAL
  NUMBER       MATURITY-ARD          TERM             BASIS
---------   ------------------  ---------------   ----------------
<S>           <C>                  <C>                <C>
    49        3/11/2013            358            Act/360
    50        2/11/2010            357            Act/360
    51        2/11/2013            357            Act/360
    52        4/11/2013            359            Act/360
    53        4/11/2013            299            Act/360
    54        2/11/2008            297            Act/360
    55        4/11/2013            359            Act/360
    56        4/11/2013            299            Act/360
    57        2/11/2015            357            Act/360
    58        5/11/2008            351            Act/360
    59        3/11/2013            358            Act/360
    60        4/11/2013            359            Act/360
    61        3/11/2013            358            Act/360
    62        4/11/2013            359            Act/360
    63        2/11/2013            357            Act/360
    64        4/11/2013            359            Act/360
    65        3/11/2013            358            Act/360
    66        2/11/2013            357            Act/360
    67        2/11/2013            357            Act/360
    68        3/11/2013            298            Act/360
    69        4/11/2013            359            Act/360
    70        4/11/2013            299            Act/360
    71        8/10/2021            219            30/360
    72        2/11/2008            297            Act/360
    73        4/11/2013            359            Act/360
    74        2/11/2013            357            Act/360
    75        4/11/2013            359            Act/360
    76        5/11/2013            360            Act/360
    77        2/11/2013            297            Act/360
    78        3/11/2018            178            Act/360
    79        4/11/2010            299            Act/360
    80        4/11/2013            359            Act/360
    81        2/11/2009            357            Act/360
    82        4/11/2013            359            Act/360
    83        2/11/2013            357            Act/360
    84        3/11/2013            358            Act/360
    85       12/11/2007            295            Act/360
    86       10/10/2019            197            30/360
    87       10/10/2019            197            30/360
    88        2/11/2013            357            Act/360
    89        3/11/2013            358            Act/360
    90        8/10/2021            219            30/360
    91        8/10/2021            219            30/360
    92        4/11/2013            299            Act/360
    93        3/11/2013            358            Act/360
    94        2/1/2008             357            Act/360
    95        2/11/2013            297            Act/360
    96        4/11/2013            359            Act/360
    97        2/1/2008             357            Act/360

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                             TRUST MORTGAGE LOAN SCHEDULE
----------------------------------------------------------------------------------------------------------------------------
 MORTGAGE                                                                                                       REMAINING
   LOAN                                                     CUT-OFF           MONTHLY                            TERM TO
  NUMBER                   PROPERTY NAME                  DATE BALANCE      P&I PAYMENT      MORTGAGE RATE       MATURITY
---------   -------------------------------------------  ---------------  ---------------  -----------------  -------------
<S>         <C>                                             <C>                <C>               <C>               <C>
    98      Greatwood Country Shops                        1,614,638.67       9,453.88          5.7500               57
    99      Rite Aid - Lewiston                            1,612,715.44      14,612.50          8.5950              219
   100      Shurgard Storage Center - DeLand               1,596,948.33       9,398.24          5.8100              118
   101      Roosevelt Boulevard                            1,571,691.01      11,512.12          6.2500              119
   102      Rite Aid - Cynthiana                           1,505,236.52      12,934.20          7.0700              197
   103      Rite Aid - Morgantown                          1,505,236.52      12,934.20          7.0700              197
   104      Lembi Portfolio - Capital Citi                 1,248,672.35       7,483.90          5.9100               60
            Properties DE
   105      Alexander Apartments                           1,198,073.59       7,226.41          5.3000              119
   106      Shurgard Storage Center - Apopka               1,197,711.25       7,048.68          5.8100              118
   107      Cherry Office Park                             1,098,974.26       6,837.41          6.3400              119
   108      Arrowhead Mobile Home Park                     1,047,133.01       6,758.75          5.9900              118
   109      Oswell and Bernard Center                        999,013.98       6,027.69          6.0500              119
   110      Lembi Portfolio - Skyline Investments DE         764,187.48       4,580.15          5.9100               60


<CAPTION>
                     TRUST MORTGAGE LOAN SCHEDULE
------------------------------------------------------------------
 MORTGAGE                         REMAINING         INTEREST
   LOAN                          AMORTIZATION        ACCRUAL
  NUMBER       MATURITY-ARD          TERM             BASIS
---------   ------------------  ---------------   ----------------
<S>         <C>                      <C>                <C>
    98            2/1/2008             357            Act/360
    99            8/10/2021            219            30/360
   100            3/11/2013            358            Act/360
   101            4/11/2013            239            Act/360
   102           10/10/2019            197            30/360
   103           10/10/2019            197            30/360
   104            5/11/2008            351            Act/360
   105            4/11/2013            299            Act/360
   106            3/11/2013            358            Act/360
   107            4/11/2013            359            Act/360
   108            3/11/2013            298            Act/360
   109            4/11/2013            359            Act/360
   110            5/11/2008            351            Act/360
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                 TRUST MORTGAGE LOAN SCHEDULE
-----------------------------------------------------------------------------------------------------------------------------
 MORTGAGE
   LOAN                                                  ADMINISTRATIVE       PRIMARY                         MORTGAGE LOAN
  NUMBER                   PROPERTY NAME                   COST RATE       SERVICING FEE     GROUND LEASE?        SELLER
----------  ------------------------------------------  ----------------  ---------------  ----------------  ----------------
<S>         <C>                                             <C>              <C>              <C>              <C>
     1      Westfield Shoppingtown West County                 0.0316           0.0300        Fee Simple       LUBS/UBSWREI
     2      Polaris Fashion Place                              0.0316           0.0300        Fee Simple         UBSWREI
     3      Washington Harbour                                 0.0316           0.0300        Fee Simple           LBHI
     4      Monroeville Mall                                   0.0316           0.0300        Fee Simple           LUBS
     5      Pembroke Lakes Mall                                0.0316           0.0300        Fee Simple           LBHI
     6      Broadcasting Square                                0.0316           0.0300        Fee Simple         UBSWREI
     7      LIRA Apartments                                    0.0316           0.0300        Fee Simple         UBSWREI
     8      SETH Portfolio - Bayou Park Village                0.0316           0.0300        Fee Simple           LBHI
            Apartments
     9      Fountains at Waterford Lakes Apartments            0.0316           0.0300        Fee Simple           LBHI
    10      SETH Portfolio - Pavilion Place Apartments         0.0316           0.0300        Fee Simple           LBHI
    11      SETH Portfolio - Sandstone Apartments              0.0316           0.0300        Fee Simple           LBHI
    12      Shoppes at the Meadows                             0.0316           0.0300        Fee Simple           LBHI
    13      Lembi Portfolio - Citi Properties DE               0.0316           0.0300        Fee Simple         UBSWREI
    14      Edwards Cinemas                                    0.0316           0.0300        Fee Simple         UBSWREI
    15      Lynnfield Office Park                              0.0316           0.0300        Fee Simple           LBHI
    16      866 Third Avenue                                   0.0316           0.0300        Fee Simple         UBSWREI
    17      Redondo Beach Retail Center                        0.0316           0.0300        Fee Simple           LBHI
    18      Maple View Shopping Center                         0.0316           0.0300        Fee Simple           LBHI
    19      Aerospace Building                                 0.0316           0.0300        Fee Simple         UBSWREI
    20      Alexandria Commons                                 0.0466           0.0450        Fee Simple           LBHI
    21      Lembi Portfolio - Ritz Apartments DE               0.0316           0.0300        Fee Simple         UBSWREI
    22      Strawbridge Marketplace                            0.1166           0.1150        Fee Simple           LBHI
    23      Bayview Tower Office Building                      0.1166           0.1150        Fee Simple           LBHI
    24      Orlando Airport Business Center                    0.0316           0.0300        Fee Simple           LBHI
    25      Arroyo Parkway Self Storage                        0.0866           0.0850        Fee Simple           LBHI
    26      Lembi Portfolio - Citi Properties I DE             0.0316           0.0300        Fee Simple         UBSWREI
    27      111 Wagaraw Road                                   0.0316           0.0300        Fee Simple           LBHI
    28      Lembi Portfolio - Skyline Enterprises DE           0.0316           0.0300        Fee Simple         UBSWREI
    29      Winn Dixie Plaza                                   0.0316           0.0300        Fee Simple         UBSWREI
    30      Phillips Edison - Pablo Plaza                      0.0316           0.0300        Fee Simple           LBHI
    31      Phillips Edison - Rolling Hills Square             0.0316           0.0300        Fee Simple           LBHI
    32      Crystal Lake Shopping Center                       0.0316           0.0300        Fee Simple           LBHI
    33      Taft Building                                      0.0316           0.0300        Fee Simple         UBSWREI
    34      Lembi Portfolio - Bay Citi Properties DE           0.0316           0.0300        Fee Simple         UBSWREI
    35      Phillips Edison - Governor's Square                0.0316           0.0300        Fee Simple           LBHI
    36      Balboa Office Building                             0.0316           0.0300        Fee Simple           LBHI
    37      Lembi Portfolio - Trophy Properties DE             0.0316           0.0300        Fee Simple         UBSWREI
    38      Phillips Edison - Mountain Park Plaza              0.0316           0.0300        Fee Simple           LBHI
    39      202 West 40th Street                               0.0316           0.0300        Fee Simple         UBSWREI
    40      Nellis Crossing                                    0.0866           0.0850        Fee Simple           LBHI
    41      Center at Monocacy                                 0.1166           0.1150        Fee Simple           LBHI
    42      Tubeway                                            0.0316           0.0300        Fee Simple         UBSWREI
    43      Sav-On - Rancho La Costa                           0.0316           0.0300        Fee Simple           LBHI
    44      Main Valley Shopping Center                        0.0966           0.0950        Fee Simple           LBHI
    45      Stonehedge Apartments                              0.0316           0.0300        Fee Simple           LBHI
    46      111 Lake Drive                                     0.0316           0.0300        Fee Simple           LBHI
    47      Gemstar                                            0.0316           0.0300        Fee Simple         UBSWREI
    48      Valleytree Apartments                              0.1166           0.1150        Fee Simple           LBHI


<CAPTION>
               TRUST MORTGAGE LOAN SCHEDULE
---------------------------------------------------------
 MORTGAGE
   LOAN
  NUMBER                     DEFEASANCE
----------   --------------------------------------------
<S>               <C>
     1                       Defeasance
     2                       Defeasance
     3                       Defeasance
     4                       Defeasance
     5                       Defeasance
     6                       Defeasance
     7                       Defeasance
     8                       Defeasance
     9                       Defeasance
    10                       Defeasance
    11                       Defeasance
    12                       Defeasance
    13                       Defeasance
    14                       Defeasance
    15                       Defeasance
    16                       Defeasance
    17                       Defeasance
    18                       Defeasance
    19                Defeasance/Fixed Penalty
    20                       Defeasance
    21                       Defeasance
    22                       Defeasance
    23                       Defeasance
    24                       Defeasance
    25                       Defeasance
    26                       Defeasance
    27                       Defeasance
    28                       Defeasance
    29                       Defeasance
    30                       Defeasance
    31                       Defeasance
    32                       Defeasance
    33                       Defeasance
    34                       Defeasance
    35                       Defeasance
    36                       Defeasance
    37                       Defeasance
    38                       Defeasance
    39                       Defeasance
    40                       Defeasance
    41                       Defeasance
    42                       Defeasance
    43                       Defeasance
    44                       Defeasance
    45                       Defeasance
    46                       Defeasance
    47                       Defeasance
    48                   Greater of YM or 1%
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
                                                                      TRUST MORTGAGE LOAN SCHEDULE
-------------------------------------------------------------------------------------------------------------------------------
 MORTGAGE
   LOAN                                                  ADMINISTRATIVE       PRIMARY                         MORTGAGE LOAN
  NUMBER                   PROPERTY NAME                   COST RATE       SERVICING FEE     GROUND LEASE?        SELLER
----------  ------------------------------------------  ----------------  ---------------  ----------------  ----------------
<S>         <C>                                            <C>              <C>             <C>               <C>
    49      AmSouth Bank Building                              0.0316           0.0300        Fee Simple         UBSWREI
    50      Memorial Post Oak Center                           0.0316           0.0300        Fee Simple           LBHI
    51      Bates Street Apartments                            0.1166           0.1150        Fee Simple           LBHI
    52      Skyview Business Park                              0.0316           0.0300        Fee Simple         UBSWREI
    53      Crystal Inn Hotel - Mid-Valley                     0.0316           0.0300        Fee Simple         UBSWREI
    54      Berkshire Manor                                    0.1166           0.1150        Fee Simple           LBHI
    55      Phillips Edison - Hickory Plaza                    0.0316           0.0300        Fee Simple           LBHI
    56      Crystal Inn Hotel - West Valley                    0.0316           0.0300        Fee Simple         UBSWREI
    57      Walgreens-Henderson                                0.0316           0.0300        Fee Simple           LBHI
    58      Lembi Portfolio - Franklin Sutter DE               0.0316           0.0300        Fee Simple         UBSWREI
    59      Lakeside Apartments                                0.0316           0.0300        Fee Simple         UBSWREI
    60      Woodcreek Plaza Shopping Center                    0.0316           0.0300        Fee Simple         UBSWREI
    61      Walgreens - Murphy                                 0.0316           0.0300        Fee Simple         UBSWREI
    62      Phillips Edison - Cape Henry Plaza                 0.0316           0.0300        Fee Simple           LBHI
    63      Franklin Properties                                0.0316           0.0300        Fee Simple         UBSWREI
    64      Phillips Edison - Crossroads East                  0.0316           0.0300        Fee Simple           LBHI
    65      Springdale Plaza                                   0.0316           0.0300        Fee Simple           LBHI
    66      Ellard Village                                     0.0316           0.0300        Fee Simple           LBHI
    67      15550 North 84th Street                            0.1166           0.1150        Fee Simple           LBHI
    68      Arrowhead Professional Center                      0.0316           0.0300        Fee Simple         UBSWREI
    69      Cedarwood Office Park                              0.0316           0.0300        Fee Simple         UBSWREI
    70      Serrano Marketplace                                0.0316           0.0300        Fee Simple         UBSWREI
    71      Rite Aid - Medina                                  0.0316           0.0300        Fee Simple         UBSWREI
    72      Chateau De Ville                                   0.1166           0.1150        Fee Simple           LBHI
    73      Carlisle Buildings                                 0.0316           0.0300        Fee Simple         UBSWREI
    74      1835 Post Road East                                0.0316           0.0300        Fee Simple           LBHI
    75      1405 Pine Street                                   0.0316           0.0300        Fee Simple         UBSWREI
    76      President's Corner                                 0.1166           0.1150        Fee Simple           LBHI
    77      267-269 West 23rd Street                           0.0316           0.0300        Fee Simple           LBHI
    78      CVS - Staten Island                                0.0316           0.0300        Fee Simple         UBSWREI
    79      Newell Rubbermaid Building                         0.0316           0.0300        Fee Simple         UBSWREI
    80      Walgreens - Baytown                                0.0316           0.0300        Fee Simple         UBSWREI
    81      Hot Springs Marketplace                            0.0316           0.0300        Fee Simple           LBHI
    82      Eckerd - Yardville                                 0.0316           0.0300        Fee Simple         UBSWREI
    83      Bristol House Apartments                           0.0316           0.0300        Fee Simple           LBHI
    84      Shurgard Storage Center - Kissimmee                0.0316           0.0300        Fee Simple           LBHI
    85      La Arboleda                                        0.1166           0.1150        Fee Simple           LBHI
    86      Rite Aid - West Rutland                            0.0316           0.0300        Fee Simple         UBSWREI
    87      Rite Aid - Flint                                   0.0316           0.0300        Fee Simple         UBSWREI
    88      Pine Tree Plaza                                    0.0316           0.0300        Fee Simple           LBHI
    89      Clayton Court Apartments                           0.0316           0.0300        Fee Simple           LBHI
    90      Rite Aid - Galion                                  0.0316           0.0300        Fee Simple         UBSWREI
    91      Rite Aid - Mio                                     0.0316           0.0300        Fee Simple         UBSWREI
    92      Bar 4 Mini Storage                                 0.0316           0.0300        Fee Simple         UBSWREI
    93      Ballentine Market Shopping Center                  0.1166           0.1150        Fee Simple           LBHI
    94      Fairfield Country Shops                            0.0316           0.0300        Fee Simple           LBHI
    95      Ohio Valley Plaza                                  0.0316           0.0300        Fee Simple           LBHI
    96      135-141 Post Road East                             0.0316           0.0300        Fee Simple           LBHI
    97      New Territory Country Shops                        0.0316           0.0300        Fee Simple           LBHI



<CAPTION>
            TRUST MORTGAGE LOAN SCHEDULE
-------------------------------------------------------
 MORTGAGE
   LOAN
  NUMBER                   DEFEASANCE
----------  -------------------------------------------
<S>                  <C>
    49                     Defeasance
    50                     Defeasance
    51                     Defeasance
    52                     Defeasance
    53                     Defeasance
    54                     Defeasance
    55                     Defeasance
    56                     Defeasance
    57                     Defeasance
    58                     Defeasance
    59                     Defeasance
    60                     Defeasance
    61                     Defeasance
    62                     Defeasance
    63                     Defeasance
    64                     Defeasance
    65                     Defeasance
    66                     Defeasance
    67                     Defeasance
    68                     Defeasance
    69                     Defeasance
    70                     Defeasance
    71                     Defeasance
    72                     Defeasance
    73                     Defeasance
    74                     Defeasance
    75                     Defeasance
    76                     Defeasance
    77                     Defeasance
    78                     Defeasance
    79                     Defeasance
    80                     Defeasance
    81                     Defeasance
    82                     Defeasance
    83                     Defeasance
    84                     Defeasance
    85                 Greater of YM or 1%
    86                     Defeasance
    87                     Defeasance
    88                     Defeasance
    89                     Defeasance
    90                     Defeasance
    91                     Defeasance
    92                 Greater of YM or 1%
    93                     Defeasance
    94                     Defeasance
    95                     Defeasance
    96                     Defeasance
    97                     Defeasance


</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                            TRUST MORTGAGE LOAN SCHEDULE
------------------------------------------------------------------------------------------------------------------------------
 MORTGAGE
   LOAN                                                  ADMINISTRATIVE       PRIMARY                         MORTGAGE LOAN
  NUMBER                   PROPERTY NAME                   COST RATE       SERVICING FEE     GROUND LEASE?        SELLER
----------  ------------------------------------------  ----------------  ---------------  ----------------  ----------------
<S>            <C>                                        <C>              <C>                 <C>              <C>
    98      Greatwood Country Shops                            0.0316           0.0300        Fee Simple           LBHI
    99      Rite Aid - Lewiston                                0.0316           0.0300        Fee Simple         UBSWREI
   100      Shurgard Storage Center - DeLand                   0.0316           0.0300        Fee Simple           LBHI
   101      Roosevelt Boulevard                                0.0316           0.0300        Fee Simple         UBSWREI
   102      Rite Aid - Cynthiana                               0.0316           0.0300        Fee Simple         UBSWREI
   103      Rite Aid - Morgantown                              0.0316           0.0300        Fee Simple         UBSWREI
   104      Lembi Portfolio - Capital Citi                     0.0316           0.0300        Fee Simple         UBSWREI
            Properties DE
   105      Alexander Apartments                               0.1166           0.1150        Fee Simple           LBHI
   106      Shurgard Storage Center - Apopka                   0.0316           0.0300        Fee Simple           LBHI
   107      Cherry Office Park                                 0.0316           0.0300        Fee Simple         UBSWREI
   108      Arrowhead Mobile Home Park                         0.0316           0.0300        Fee Simple         UBSWREI
   109      Oswell and Bernard Center                          0.1166           0.1150        Fee Simple           LBHI
   110      Lembi Portfolio - Skyline Investments DE           0.0316           0.0300        Fee Simple         UBSWREI


<CAPTION>
           TRUST MORTGAGE LOAN SCHEDULE
-------------------------------------------------------
 MORTGAGE
   LOAN
  NUMBER                   DEFEASANCE
----------  -------------------------------------------
<S>            <C>
    98                     Defeasance
    99                     Defeasance
   100                     Defeasance
   101                     Defeasance
   102                     Defeasance
   103                     Defeasance
   104                     Defeasance
   105                     Defeasance
   106                     Defeasance
   107                     Defeasance
   108                     Defeasance
   109                     Defeasance
   110                     Defeasance
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                 TRUST MORTGAGE LOAN SCHEDULE
---------------------------------------------------------------------------------------------------------------------------------
 MORTGAGE                                                  ARD
   LOAN                                                 MORTGAGE     ANTICIPATED
  NUMBER                   PROPERTY NAME                  LOAN     REPAYMENT DATE                   ARD SPREAD
---------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                       <C>        <C>              <C>
     1      Westfield Shoppingtown West County             Yes        4/11/2013     5% + Greater of (Contract Rate or Treasury)
     2      Polaris Fashion Place                          No
     3      Washington Harbour                             No
     4      Monroeville Mall                               Yes        1/11/2013     5% + Greater of (Contract Rate or Treasury)
     5      Pembroke Lakes Mall                            Yes        4/11/2013     5% + Greater of (Contract Rate or Treasury)
     6      Broadcasting Square                            No
     7      LIRA Apartments                                No
     8      SETH Portfolio - Bayou Park Village            No
            Apartments
     9      Fountains at Waterford Lakes Apartments        No
    10      SETH Portfolio - Pavilion Place Apartments     No
    11      SETH Portfolio - Sandstone Apartments          No
    12      Shoppes at the Meadows                         No
    13      Lembi Portfolio - Citi Properties DE           No
    14      Edwards Cinemas                                Yes        4/11/2013     2% + Greater of (Contract Rate or Treasury)
    15      Lynnfield Office Park                          No
    16      866 Third Avenue                               No
    17      Redondo Beach Retail Center                    No
    18      Maple View Shopping Center                     No
    19      Aerospace Building                             Yes        4/11/2008     2% + Greater of (Contract Rate or Treasury)
    20      Alexandria Commons                             No
    21      Lembi Portfolio - Ritz Apartments DE           No
    22      Strawbridge Marketplace                        No
    23      Bayview Tower Office Building                  No
    24      Orlando Airport Business Center                No
    25      Arroyo Parkway Self Storage                    No
    26      Lembi Portfolio - Citi Properties I DE         No
    27      111 Wagaraw Road                               No
    28      Lembi Portfolio - Skyline Enterprises DE       No
    29      Winn Dixie Plaza                               No
    30      Phillips Edison - Pablo Plaza                  No
    31      Phillips Edison - Rolling Hills Square         No
    32      Crystal Lake Shopping Center                   No
    33      Taft Building                                  No
    34      Lembi Portfolio - Bay Citi Properties DE       No
    35      Phillips Edison - Governor's Square            No
    36      Balboa Office Building                         No
    37      Lembi Portfolio - Trophy Properties DE         No
    38      Phillips Edison - Mountain Park Plaza          No
    39      202 West 40th Street                           No
    40      Nellis Crossing                                No
    41      Center at Monocacy                             No
    42      Tubeway                                        No
    43      Sav-On - Rancho La Costa                       No
    44      Main Valley Shopping Center                    No
    45      Stonehedge Apartments                          No
    46      111 Lake Drive                                 No
    47      Gemstar                                        No

<CAPTION>
              TRUST MORTGAGE LOAN SCHEDULE
-----------------------------------------------------------
            CREDIT LEASE
                LOAN
 MORTGAGE     (TENANT,
   LOAN     GUARANTOR OR       CROSS       MORTGAGE LOAN
  NUMBER    RATED PARTY)   COLLATERALIZED  SELLER LOAN ID
----------  -------------  --------------  ---------------
<S>         <C>            <C>                 <C>
     1           No              No                9608
     2           No              No                9610
     3           No              No               LG032
     4           No              No               LL-03-005
     5           No              No               LG034
     6           No              No                9559
     7           No              No                9224
     8           No           Yes (E)         030320001
     9           No              No           021216002
    10           No           Yes (E)         030320002
    11           No           Yes (E)         030320003
    12           No              No           021011002
    13           No           Yes (A)              9599A
    14           No              No                9603
    15           No              No           021105001
    16           No              No                9612
    17           No              No           020822001
    18           No           Yes (F)         030207001
    19           No              No                9074
    20           No              No           021003008
    21           No           Yes (A)              9599B
    22           No              No           021114001
    23           No              No           021017003
    24           No              No           021227001
    25           No              No           021115001
    26           No           Yes (A)              9599C
    27           No              No           020927003
    28           No           Yes (A)              9599D
    29           No              No                9400
    30           No              No           030116018
    31           No              No           030116019
    32           No           Yes (F)         030220004
    33           No              No                9299
    34           No           Yes (B)              9599E
    35           No              No           030116006
    36           No              No           021104001
    37           No           Yes (A)              9599F
    38           No              No           030116013
    39           No              No                8736
    40           No              No           020917008
    41           No              No           021028001
    42           No              No                9655
    43           No              No           020916002
    44           No              No           021112001
    45           No              No           021007003
    46           No              No           021107001
    47           No              No                9635

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                          TRUST MORTGAGE LOAN SCHEDULE
---------------------------------------------------------------------------------------------------------------------------------


 MORTGAGE                                                  ARD
   LOAN                                                 MORTGAGE     ANTICIPATED
  NUMBER                   PROPERTY NAME                  LOAN     REPAYMENT DATE                   ARD SPREAD
----------  ---------------------------------------  ------------  --------------  ----------------------------------------------
<S>            <C>                                       <C>        <C>              <C>
    48      Valleytree Apartments                          No
    49      AmSouth Bank Building                          No
    50      Memorial Post Oak Center                       No
    51      Bates Street Apartments                        No
    52      Skyview Business Park                          No
    53      Crystal Inn Hotel - Mid-Valley                 Yes        4/11/2013     2% + Greater of (Contract Rate or Treasury)
    54      Berkshire Manor                                No
    55      Phillips Edison - Hickory Plaza                No
    56      Crystal Inn Hotel - West Valley                Yes        4/11/2013     2% + Greater of (Contract Rate or Treasury)
    57      Walgreens-Henderson                            No
    58      Lembi Portfolio - Franklin Sutter DE           No
    59      Lakeside Apartments                            No
    60      Woodcreek Plaza Shopping Center                No
    61      Walgreens - Murphy                             No
    62      Phillips Edison - Cape Henry Plaza             No
    63      Franklin Properties                            No
    64      Phillips Edison - Crossroads East              No
    65      Springdale Plaza                               No
    66      Ellard Village                                 No
    67      15550 North 84th Street                        No
    68      Arrowhead Professional Center                  No
    69      Cedarwood Office Park                          No
    70      Serrano Marketplace                            No
    71      Rite Aid - Medina                              No
    72      Chateau De Ville                               No
    73      Carlisle Buildings                             No
    74      1835 Post Road East                            No
    75      1405 Pine Street                               No
    76      President's Corner                             No
    77      267-269 West 23rd Street                       No
    78      CVS - Staten Island                            No
    79      Newell Rubbermaid Building                     No
    80      Walgreens - Baytown                            No
    81      Hot Springs Marketplace                        No
    82      Eckerd - Yardville                             No
    83      Bristol House Apartments                       No
    84      Shurgard Storage Center - Kissimmee            No
    85      La Arboleda                                    No
    86      Rite Aid - West Rutland                        No
    87      Rite Aid - Flint                               No
    88      Pine Tree Plaza                                No
    89      Clayton Court Apartments                       No
    90      Rite Aid - Galion                              No
    91      Rite Aid - Mio                                 No
    92      Bar 4 Mini Storage                             No
    93      Ballentine Market Shopping Center              No
    94      Fairfield Country Shops                        No
    95      Ohio Valley Plaza                              No


<CAPTION>
            TRUST MORTGAGE LOAN SCHEDULE
-----------------------------------------------------------
            CREDIT LEASE
                LOAN
 MORTGAGE     (TENANT,
   LOAN     GUARANTOR OR       CROSS       MORTGAGE LOAN
  NUMBER    RATED PARTY)   COLLATERALIZED  SELLER LOAN ID
---------  --------------  --------------  ----------------
<S>         <C>            <C>                 <C>
    48           No              No           030123001
    49           No              No                9567
    50           No              No           020327014
    51           No              No           021204001
    52           No              No                9594
    53           No              No                9533B
    54           No              No           020709007
    55           No              No           030116008
    56           No              No                9533A
    57           No              No           021113001
    58           No           Yes (B)              9599G
    59           No              No                9499
    60           No              No                9611
    61           No              No                9570
    62           No              No           030116003
    63           No           Yes (C)              9398
    64           No              No           030116004
    65           No              No           020911003
    66           No              No           021112002
    67           No              No           020924004
    68           No              No                9374
    69           No              No                9463
    70           No              No                8625
    71           No              No                9985
    72           No              No           020709008
    73           No              No                9560
    74           No              No           021001002
    75           No              No                9387
    76           No              No           020604002
    77           No              No           020816001
    78           No              No                9376
    79           No              No                9697
    80           No              No                9634
    81           No              No           020917007
    82           No              No                9564
    83           No              No           020822003
    84           No           Yes (D)         021216001C
    85           No              No           021008008
    86           No              No                9984
    87           No              No                9983
    88           No              No           021003003
    89           No              No           020722002
    90           No              No                9988
    91           No              No                9986
    92           No              No                9659
    93           No              No           021212008
    94           No              No           020925002
    95           No              No           020822006
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                    TRUST MORTGAGE LOAN SCHEDULE
--------------------------------------------------------------------------------------------------------------------------------


 MORTGAGE                                                  ARD
   LOAN                                                 MORTGAGE     ANTICIPATED
  NUMBER                   PROPERTY NAME                  LOAN     REPAYMENT DATE                   ARD SPREAD
--------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                       <C>        <C>              <C>
    96      135-141 Post Road East                         No
    97      New Territory Country Shops                    No
    98      Greatwood Country Shops                        No
    99      Rite Aid - Lewiston                            No
    100     Shurgard Storage Center - DeLand               No
    101     Roosevelt Boulevard                            No
    102     Rite Aid - Cynthiana                           No
    103     Rite Aid - Morgantown                          No
    104     Lembi Portfolio - Capital Citi                 No
            Properties DE
    105     Alexander Apartments                           No
    106     Shurgard Storage Center - Apopka               No
    107     Cherry Office Park                             No
    108     Arrowhead Mobile Home Park                     No
    109     Oswell and Bernard Center                      No
    110     Lembi Portfolio - Skyline Investments DE       No

<CAPTION>
          TRUST MORTGAGE LOAN SCHEDULE
------------------------------------------------------------
             CREDIT LEASE
                 LOAN
 MORTGAGE      (TENANT,
   LOAN      GUARANTOR OR       CROSS       MORTGAGE LOAN
  NUMBER     RATED PARTY)   COLLATERALIZED  SELLER LOAN ID
------------------------------------------------------------
<S>          <C>            <C>                 <C>
    96            No              No           021010004
    97            No              No           020925003
    98            No              No           020925004
    99            No              No                9987
    100           No           Yes (D)         021216001B
    101           No              No                9377
    102           No              No                9980
    103           No              No                9982
    104           No           Yes (A)              9599H
    105           No              No           020807002
    106           No           Yes (D)         021216001A
    107           No              No                9375
    108           No              No                9446
    109           No              No           021106002
    110           No           Yes (A)              9599I

</TABLE>


<PAGE>


                                   SCHEDULE II

                                   [RESERVED]





<PAGE>


                                  SCHEDULE III

     EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR



The following are the exceptions for the Lehman loans to the Representations and
Warranties for the above-referenced transaction:

<TABLE>
<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------

REPRESENTATION FROM SECTION 2.04          PROPERTY AND EXCEPTION
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                       <C>
(v) Loan Document Status                  The loans identified on Schedule  (A)-(v) are not subject to a guaranty  executed by a
                                          natural person.

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


                                          Oswell and Bernard  Center.  Carveouts  from  exculpation  do not include  breaches of
                                          environmental representations and warranties.

                                          Pembroke  Lakes  Mall.  No  recourse  carveout  guaranty   obtained.   Carveouts  from
                                          Borrower  exculpation  do  not  include  the  filing  of  a  voluntary  bankruptcy  of
                                          insolvency proceeding by the Borrower.


                                          Monroeville  Mall;  Center at  Monocacy.  Carveouts  from  recourse do not include the
                                          filing of a voluntary bankruptcy or insolvency proceeding.

                                          Phillips Edison Portfolio: Cape Henry Plaza, Crossroads
                                          East, Governor's Square, Hickory Plaza, Mountain Park Plaza,
                                          Pablo Plaza, Rolling Hills Square. Carveouts from
                                          exculpation for misapplication or misappropriation of rents
                                          limited to rents received during the continuance of Event of
                                          Default; the recourse carveout guarantor's liability under
                                          the guaranty is capped at loan amount; and the carveouts
                                          from exculpation do not include liability for diminution in
                                          value of the property as a result of carveout events.

                                          Springdale Plaza.  No recourse carveout guaranty obtained.

                                          Orlando  Airport  Center.  Carveouts  from  exculpation  do not include  liability for
                                          diminution in value of the property as a result of carveout events.
----------------------------------------- ---------------------------------------------------------------------------------------

(viii) First Lien                         Hot Springs Marketplace. A portion of the Property is subject
                                          to a lease ("Denny's Parcel") in favor of Denny's which has the
                                          right to require Borrower to sell the Denny's Parcel to the
                                          tenant subsequent to January 15, 2007 and prior to May 15, 2007
                                          for a fixed price upon the occurrence of certain circumstances.
                                          (See Section (xxx) below).

                                          Memorial Post Oak Center. The surveyor has noted a potential
                                          discrepancy in the location of the East property line of the
                                          property, affecting 696 square feet of unimproved property.
---------------------------------------------------------------------------------------------------------------------------------
<PAGE>

<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                       <C>
(xi) Title Insurance                      Pembroke Lakes Mall. A portion of a concrete  walkway along the southerly  boundary of
                                          the mortgaged  property  encroaches onto Hiatus Road, and a cable  television  closure
                                          is present on the mortgaged property.

                                          Monroeville  Mall. The title policy takes  exception for the presence on the mortgaged
                                          property of the Duquesne Light Substation.

                                          Memorial Post Oak Center. The surveyor has noted a potential
                                          discrepancy in the location of the East property line of the
                                          property, affecting 696 square feet of unimproved property.
----------------------------------------- ---------------------------------------------------------------------------------------
(xii) Property                            Insurance Monroeville Mall. Notwithstanding loan
                                          agreement requirements, insurance may be provided by any carrier
                                          upon confirmation from Standard & Poor's that the use of such
                                          carrier will not result in the downgrading, qualification or
                                          withdrawal of the then current rating of the loan.
----------------------------------------- ---------------------------------------------------------------------------------------
(xvi) Subordinate Debt                    Alexander Apartments;  Berkshire Manor; Chateau De Ville;  Mapleview Shopping Center,
                                          Crystal Lake  Shopping  Center,  and Memorial Post Oak Center.  In connection  with an
                                          approved  transfer of the Property,  the first such  transferee  shall have a one-time
                                          right to obtain mezzanine  financing from Borrower,  secured by ownership interests in
                                          transferee subject to certain requirements,  including the following: (i) the combined
                                          LTV shall be no more than ninety  percent (90%) and the combined DSCR will not be less
                                          than 1.15 to 1.00; and (ii) delivery of a subordination and intercreditor agreement.

                                          Phillips Edison Portfolio: Cape Henry Plaza, Crossroads East,
                                          Governor's Square, Hickory Plaza, Mountain Park Plaza, Pablo
                                          Plaza, Rolling Hills Square. The Borrowers each have a right to
                                          obtain mezzanine financing from an approved lender, secured by
                                          ownership interests in the related borrower provided that certain
                                          requirements are satisfied, including: (a) achievement of a 1.15x
                                          DSCR and a 85% LTV, and (b) the borrower delivers a subordination
                                          and intercreditor agreement.

                                          Bayou Park Apartments, Pavilion Place Apartments and Sandstone
                                          Apartments. Mezzanine debt in the amount of $20,000,000 secured
                                          by pledges of some or all of the direct or indirect ownership
                                          interests in the property owning borrowers to Lehman Brothers
                                          Holdings, Inc. An intercreditor agreement has been executed.

                                          Washington Harbour. Mezzanine debt in the amount of $25,500,000
                                          secured by pledges of the direct or indirect ownership interests
                                          in the property owning borrower to Lehman Brothers Holdings, Inc.
                                          The mezzanine loan requires monthly payments of interest only
                                          until the maturity date of March 11, 2008. An intercreditor
                                          agreement has been executed.

                                          Pembroke Lakes Mall.  There is a B note in the amount of $31,961,134.
----------------------------------------- ---------------------------------------------------------------------------------------
<PAGE>

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

                                          Pembroke Lakes Mall. "Diminution in value" neither expressly
                                          included or expressly excluded from the environmental indemnity.

                                          Phillips Edison Portfolio: Cape Henry Plaza, Crossroads East,
                                          Governor's Square, Hickory Plaza, Mountain Park Plaza, Pablo
                                          Plaza, Rolling Hills Square; Washington Harbour; Orlando Airport
                                          Center. "Diminution in value" of the mortgaged real property is
                                          excluded from the environmental indemnity.

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

(xxv) Due-on-Encumbrance                  Bayou Park Apartments, Pavilion Place Apartments and Sandstone Apartments; Washington
                                          Harbour.  Mezzanine debt as described in Section (xvi) above.

                                          Alexander Apartments; Berkshire Manor; Chateau De Ville;
                                          Mapleview Shopping Center, Crystal Lake Shopping Center, and
                                          Memorial Post Oak Center; Phillips Edison Portfolio: Cape Henry
                                          Plaza, Crossroads East, Governor's Square, Hickory Plaza,
                                          Mountain Park Plaza, Pablo Plaza, Rolling Hills Square. The
                                          borrowers have a right to obtain mezzanine financing on terms and
                                          conditions described in part in Section (xvi) above.

                                          Pembroke Lakes Mall.  There is a B note in the amount of $31,961,134.
----------------------------------------- ---------------------------------------------------------------------------------------

(xxvi) Due-on-Sale                        111 Lake Drive. A sale or transfer of a partnership, shareholder
                                          or membership interest in Borrower, whichever the case may be, to
                                          a third party permitted, provided that following such sale or
                                          transfer Delta Group LLC shall continue to own not less than 51%
                                          of the ownership interests and all controlling interests in
                                          Borrower and Delta Group LLC shall be controlled by Michael Dana.


                                          Seth Portfolio: Pavilion Place Apartments, Bayou Park Apartments,
                                          Sandstone Apartments. Mortgage permits the sale or pledge of any
                                          direct or indirect ownership interest in VR Seth Holdings Limited
                                          Partnership among VR Seth Limited Partnership and LB Seth LLC or
                                          their "Permitted Transferees", or subject to conditions including
                                          (i) the ownership and management the borrower remains under the
                                          control of (a) any two of individuals known Walt Ruloff, John
                                          Foresi or Andrew Stewart or (b) Lehman Brothers Holdings, Inc.,
                                          and (ii) if such transfer involves a transferee initially
                                          acquiring more than a 49% interest in Borrower, borrower shall
                                          deliver a non-consolidation opinion.

                                               Mortgage also permits the sale or pledge by Lehman Brothers
                                               Holdings, Inc. or an Affiliate thereof of any direct or
                                               indirect interests in the mezzanine borrowers to a
                                               "Permitted Transferee" or a "Qualified Transferee", provided
                                               if such transferee initially acquires more than a 49%
                                               interest in borrower, borrower shall deliver a
                                               non-consolidation opinion.

                                               The existing mezzanine lender is permitted to foreclose on
                                               the pledged equity interests if either (a) rating agency
                                               confirmation that such foreclosure will not result in a
                                               downgrade is obtained, or (b) certain
----------------------------------------- ---------------------------------------------------------------------------------------
<PAGE>
<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                        <C>
                                               conditions are met, including transfer of title to a
                                               "Qualified Transferee".

                                          Redondo Beach Plaza. Mortgage permits transfers between the
                                          current members of Borrower and Borrower's principals. RPP
                                          Redondo II, LLC is wholly owned by an Exchange Accommodator which
                                          is required to transfer 100% of the membership interest in such
                                          entity to a Rubin-Pachulski entity within 6 months after closing.

                                          Phillips Edison Portfolio: Cape Henry Plaza, Crossroads East,
                                          Governor's Square, Hickory Plaza, Mountain Park Plaza, Pablo
                                          Plaza, Rolling Hills Square. Mortgage permits sale or transfer of
                                          interest in "Restricted Parties" so long as: (a) at all times
                                          following such transfer (i) a "Qualified Equity Owner" shall be
                                          the direct or indirect owner of at least 25% of the equity
                                          interests in Borrower, and (ii) either or both of the Phillips
                                          Edison principals shall control Mortgagor; (ii) if such transfer
                                          shall result in any Person initially acquiring more than a 49%
                                          direct or indirect equity interest in Mortgagor, Mortgagor shall
                                          deliver a non-consolidation opinion.

                                          Clayton Court Apartments. The loan documents permit the
                                          redemption of the 99% limited partner of borrower; provided,
                                          following such redemption, John Rosenthal, Brock Vinton, David
                                          Altman, Irving Altman and the Estate of Berel Altman shall hold
                                          all of the outstanding partnership interests.

                                          Monroeville Mall. Loan Agreement permits any transfer or sale of
                                          any direct or indirect interest in Borrower to a "Permitted
                                          Owner", provided if such transfer involves more than a 49%
                                          interest in Borrower to a transferee not owning at least 49% of
                                          the direct or indirect ownership interest in borrower at the
                                          closing of the loan, such transferee shall deliver a
                                          non-consolidation opinion.

                                               Donald Soffer, Jeffrey Soffer, Jacquelyn Soffer, Rita Soffer
                                               Schwartz (also now known as Rita Soffer Leeds) and Eugene
                                               Kessler may each transfer various direct or indirect
                                               controlling interests in the borrower, subject to
                                               confirmation by the rating agencies that such transfer will
                                               not result in a downgrade, withdrawal or qualification of
                                               the then current rating of the loan.

                                          Pembroke Lakes Mall. Loan Agreement permits any transfer or sale
                                          of any direct or indirect interest in Borrower subject to
                                          conditions including: (i) not less than 50% of the equity
                                          interest in borrower are directly or indirectly controlled by a
                                          "Permitted Owner" and borrower is controlled by a "Permitted
                                          Owner"; (ii) if such transfer involves more than a 49% interest
                                          in Borrower to a transferee not owning at least 49% of the direct
                                          or indirect ownership interest in borrower at the closing of the
                                          loan, such transferee shall deliver a non-consolidation opinion,
                                          (iii) if the then current property manager will not continue, the
                                          mortgaged property will be managed by a Qualifying Manager.

                                               Any shareholder of General Growth Properties, Inc. ("GGP")
                                               may transfer its shares or cause or permit its interest to
                                               be redeemed; any limited partner of General Growth
                                               Properties Limited Partnership ("GGPLP") may transfer its
                                               limited partnership interest or cause or permit the
                                               redemption thereof.
----------------------------------------- ---------------------------------------------------------------------------------------
<PAGE>

<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                        <C>
                                               The holder of an equity interest in the New York State
                                               Common Retirement Fund or any other shareholder of
                                               GGP/Homart, Inc. may transfer such equity interest or permit
                                               the redemption thereof.

                                          Washington Harbour. Loan Agreement permits the sale or pledge of
                                          equity interests in borrower, principal, guarantor or affiliated
                                          managers so long as any combination of (i) Broadway Real Estate
                                          Partners, LLC (so long as it is controlled, directly or indirectly, by
                                          Scott Lawlor), (ii) Lothian Road (so long as it is controlled,
                                          directly or indirectly by Scottish Widows plc or Lloyds TSB Group plc
                                          or an affiliate of either or (iii) LB Washington Harbour LLC controls,
                                          directly or indirectly, borrower, borrower's managing members and
                                          mezzanine borrower, if any and provided, further, that mortgagee shall
                                          receive at least 30 days prior notice of a transfer of a direct
                                          interest in the borrower, its sole member, or such member's sole
                                          member.

                                               Loan Agreement permits the pledge, and the enforcement of rights
                                               under such pledge, of interests in the property owning borrower
                                               as security for a mezzanine loan.

                                          Alexander Apartments; Berkshire Manor; Chateau DeVille; Mapleview
                                          Shopping Center; Crystal Lake Shopping Center; Memorial Post Oak
                                          Center; Phillips Edison Portfolio: Cape Henry Plaza, Crossroads East,
                                          Governor's Square, Hickory Plaza, Mountain Park Plaza, Pablo Plaza,
                                          Rolling Hills Square. A permitted mezzanine lender shall be permitted
                                          to foreclose upon the pledged equity interests in the transferee
                                          without payment of the assumption fee otherwise due in accordance with
                                          the related loan documents.

                                          Alexandria Commons; Hot Springs Marketplace; Shurgard Storage Deland
                                          Mapleview Shopping Center; Pembroke Lakes Mall; Monroeville Mall. The
                                          loan documents for these loans permit partial releases of portions of
                                          the related mortgaged real property on terms and conditions described
                                          in part in Section (xxx) below.

                                          Mapleview Shopping Center. Loan documents permit the related borrower
                                          to grant an access easement to specified parties across the mortgaged
                                          property, provided that certain conditions are satisfied. No release
                                          price is payable in connection with any such grant of easement.

                                          Mapleview Shopping Center and Crystal Lake Shopping Center; Shurgard
                                          Storage Apopka, Shurgard Storage Deland and Shurgard Storage
                                          Kissimmee; Pavilion Place apartments, Bayou Park Apartments and
                                          Sandstone Apartments. The loan documents for these groups of cross
                                          collateralized and cross-defaulted loans provide for the termination
                                          of such crossing and/or the release of one but not all properties so
                                          crossed upon satisfaction of certain conditions, which conditions are
                                          described in part under section (xxx) below.

                                          Monroeville Mall. Borrower may transfer immaterial portions of the
                                          mortgaged property to governmental authorities for dedication to
                                          public use or grant easements (to which the mortgage would be
                                          subordinate) for ingress, egress, utilities and similar uses provided
                                          no such easement shall materially adversely affect the utility,
                                          operation or value of the mortgaged property or the ability of the
                                          borrower to pay the debt, Borrower shall pay, without
----------------------------------------- ---------------------------------------------------------------------------------------
<PAGE>

<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                       <C>
                                          prepayment premium, any consideration in excess of $2,000 which the
                                          borrower received in connection therewith.

----------------------------------------- ---------------------------------------------------------------------------------------
(xxvii) Mortgagor Concentration           The loans identified on Schedule A(xxvii), together with other loans
                                          to the same mortgagor or an affiliate, represent more than 5% of the
                                          Initial Pool Balance.

----------------------------------------- ---------------------------------------------------------------------------------------
(xxviii) Waivers; Modifications           Washington Harbour -- Modification:

                                               Amended and Restated Promissory Note dated June 4, 2003 in the
                                               original principal amount of $125,000,000.


                                               First Amendment to Loan Agreement and Other Loan Documents and
                                               Ratification of Guaranty of Recourse Obligations of Borrower and
                                               Environmental Indemnity Agreement dated as of June 4, 2003.


                                          Bayou Park Apartments, Pavilion Place Apartments and Sandstone
                                          Apartments - Modification:

                                                Loan Modification Agreement dated as of June 3, 2003.

                                                Intercreditor Agreement dated as of March 28, 2003.

                                          Pavilion Place Apartments - Modification:

                                                Supplemental Deed of Trust dated as of June 3, 2003.
----------------------------------------- ---------------------------------------------------------------------------------------

(xxx) Property Release                     Alexandria Commons. The loan documents permit a partial release of all
                                           or a part of an outlot of the mortgaged real property, without any
                                           repayment of any principal. According to the Mortgage the size of the
                                           parcel subject to such release is .406 acres. Such partial release is
                                           subject to satisfaction of certain criteria. No release price is
                                           required or payable in connection with any such release.

                                           Hot Springs Marketplace. The loan documents permit a partial release
                                           of such mortgaged real property which is leased to ABNA, Inc., a
                                           California corporation doing business as Denny's pursuant to a certain
                                           Option Agreement and Joint Escrow Instructions dated January 31, 2000
                                           between the related borrower and ABNA, Inc. The transfer of such
                                           portion to ABNA, Inc. must occur subsequent to January 15, 2007 and
                                           prior to May 15, 2007 and is conditioned upon various criteria,
                                           including partial prepayment of the loan principal in the amount of
                                           $877,500, and, unless such partial prepayment occurs during the open
                                           prepayment period, payment of a prepayment consideration in the amount
                                           equal to the greater of (i) one percent (1%) of the principal amount
                                           of the Note being prepaid, and (ii) a yield maintenance payment based
                                           on treasury.

                                           Maple View Shopping Center. The related loan documents permit a
                                           release of one or more parcels of a specified portion of such
                                           mortgaged real property in connection with the transfer of such parcel
                                           or parcels to a third party, upon the satisfaction of certain
                                           criteria. According to the Mortgage the size of the parcels subject to
                                           such release is .9186 acres and .9190 acres, respectively. No

----------------------------------------- ---------------------------------------------------------------------------------------
<PAGE>

<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                       <C>
                                          release price is required or payable in connection with any such
                                          release.

                                          Shurgard Storage Deland. The loan documents permit a partial release
                                          of a specified portion of such mortgaged real property in connection
                                          with the transfer of such specified property to a party other than the
                                          borrower or the party controlling borrower, upon the satisfaction of
                                          certain criteria, including a debt service coverage ratio of 1.25:1.00
                                          for the remaining Mortgaged Property and other cross-collateralized
                                          and cross-defaulted properties. No release price is required or
                                          payable in connection with any such release. The survey indicates that
                                          the property subject to such release is vacant.

                                          Monroeville Mall. Borrower may transfer immaterial portions of the
                                          mortgaged property to governmental authorities for dedication to
                                          public use or grant easements (to which the mortgage would be
                                          subordinate) for ingress, egress, utilities and similar uses subject
                                          to the conditions described in Section (xxvi) above.

                                          Pembroke Lakes Mall. Borrower may transfer and obtain a partial
                                          release for one or more vacant out parcels, subject to the
                                          satisfaction of certain conditions. No release price is required or
                                          payable in connection with any such release.

                                          Shurgard Storage Apopka, Shurgard Storage Deland and Shurgard Storage
                                          Kissimmee. If Borrower sells, assign or transfer one of the Properties
                                          (in accordance with the assumption conditions applicable thereto) but
                                          not the other Property, Lender shall not withhold its consent to such
                                          sale, assignment or transfer and the simultaneous termination of the
                                          provisions of the Loan Documents and the other Loan Documents
                                          providing for the cross-collateralization and cross-defaulting of the
                                          Loan and the other Loan, provided that certain conditions, including
                                          the following, are satisfied: DSCR of 1.25 to 1 for the released
                                          properties and remaining properties.

                                          Pavilion Place Apartments. At the related borrower's request,
                                          mortgagee shall consent to the transfer of the Mortgaged Property and
                                          the termination of the cross-collateralizing and cross-defaulting
                                          provisions with respect to the loan secured by such upon the
                                          satisfaction of certain conditions, including, among others,
                                          achievement of a 1.25:1.00 DSCR and an 80% LTV.

                                          Mapleview Shopping Center and Crystal Lake Shopping Center. The
                                          related borrowers may request and obtain a termination of the
                                          cross-collateralizing and cross-defaulting provisions contained in
                                          such mortgage loans upon the satisfaction of certain conditions,
                                          including, among others, mortgagee's determination, as of the date of
                                          the request for uncrossing, that the ratio of sustainable net cash
                                          flow for the Mapleview Shopping Center Mortgaged Property is 1.35 to
                                          1:00 and 1.45 to 1:00 for the Crystal Lake Shopping Center Mortgaged
                                          Property and (e) mortgagee's determination, as of the date of the
                                          request for uncrossing, that the LTV for the Mapleview Shopping Center
                                          Mortgaged Property is no greater than 80% and no greater than 75% for
                                          the Crystal Lake Shopping Center Mortgaged Property.

                                          Pavilion Place Apartments, Bayou Park Apartments and Sandstone
                                          Apartments; Shurgard Storage Apopka, Shurgard Storage Deland, and
                                          Shurgard Storage Kissimmee; Maple View Shopping Center and Crystal
                                          Lake Shopping Center. The loan documents for these groups of
                                          cross-collateralized
----------------------------------------- ---------------------------------------------------------------------------------------
<PAGE>

<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                       <C>
                                          and cross-defaulted loans provide that, upon the satisfaction of
                                          certain conditions, which conditions are described in part under
                                          section (xlviii) below, the borrower may defease less than all of the
                                          loans in question, and obtain a release of the defeased loan from the
                                          cross-collateralization/cross-default provisions.

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

(xxxi) Qualifications; Licensing;         Pembroke Lakes Mall. A portion of a concrete  walkway along the southerly  boundary of
Zoning                                    the mortgaged  property  encroaches onto Hiatus Road and a cable television closure is
                                          present on the mortgaged property.

                                          Monroeville Mall. The title policy indicates that the legal
                                          description of the mortgaged property extends, at points, into public
                                          rights of way and takes exception for the presence on the mortgaged
                                          property of the Duquesne Light Substation.
----------------------------------------- ---------------------------------------------------------------------------------------

(xxxii) Property Financial                Monroeville  Mall. Operating statements and rent rolls to be delivered monthly,
Statements                                instead of quarterly.

                                          Washington Harbour.  Rent rolls required monthly, instead of quarterly.
----------------------------------------- ---------------------------------------------------------------------------------------

(xxxiii) Single Purpose Entity            Monroeville Mall. The fee owner of the mortgaged property is comprised
                                          of two individuals and one entity, as tenants-in-common.

                                          Strawbridge Marketplace.  Borrowers are two entities as tenants-in-common
----------------------------------------- ---------------------------------------------------------------------------------------

(xlvi) Tax Lot; Utilities                 Monroeville Mall. (A) Adjacent parcel comprising approximately 7 acres
                                          has been subdivided from the mortgaged property, but is not yet
                                          separately designated as a separate tax parcel; all action necessary
                                          to cause such parcel to be separately assessed has been taken by
                                          borrower and borrower has represented that such parcel will be
                                          separately assessed in the normal course, and (B) a small portion of
                                          unimproved land adjacent to an entrance road on the north side of the
                                          mortgaged property is not separately assessed as a separate tax
                                          parcel.

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

(xlvii) Defeasance                        Pembroke Lakes Mall; Monroeville Mall; Washington Harbour. prior written consent of
                                          lender is not required as a condition to voluntary defeasance.

                                          Pavilion Place Apartments, Bayou Park Apartments and Sandstone
                                          Apartments. Related borrowers may defease less than all of these
                                          mortgage loans while such loans are cross-collateralized and
                                          cross-defaulted, upon the satisfaction of certain conditions,
                                          including, among others, delivery of an amount equal to the lesser of
                                          (i) 115% of the scheduled defeasance payments for the mortgage loan to
                                          be defeased and (ii) the total of all remaining scheduled payments on
                                          both mortgage loans (assuming no defeasance shall have occurred) less
                                          all scheduled defeasance payments to be made under substitute notes
                                          delivered in connection with the defeasance the amount which will be
                                          sufficient to purchase government securities necessary to meet the
                                          scheduled payments of principal and interest due under the related
                                          Note.

                                          Maple View Shopping Center and Crystal Lake Shopping Center. Related
                                          borrowers may defease less than all of these mortgage loans while such
                                          loans are cross-collateralized and cross-defaulted, upon the
                                          satisfaction of certain
----------------------------------------- ---------------------------------------------------------------------------------------
<PAGE>

<CAPTION>
----------------------------------------- ---------------------------------------------------------------------------------------
<S>                                       <C>
                                          conditions, including, among others, delivery of an amount equal to
                                          the lesser of (i) 125% of the scheduled defeasance payments for the
                                          mortgage loan to be defeased and (ii) the total of all remaining
                                          scheduled payments on both mortgage loans (assuming no defeasance
                                          shall have occurred) less all scheduled defeasance payments to be made
                                          under substitute notes delivered in connection with the defeasance the
                                          amount which will be sufficient to purchase government securities
                                          necessary to meet the scheduled payments of principal and interest due
                                          under the related Note.

                                          Shurgard Storage Apopka, Shurgard Storage Deland, and Shurgard Storage
                                          Kissimmee. The borrower may defease less than all of these mortgage
                                          loans while such loans are cross-collateralized and cross-defaulted,
                                          upon the satisfaction of certain conditions, including delivery of
                                          collateral in an amount equal to the amount which will be sufficient
                                          to purchase government securities necessary to meet the scheduled
                                          payments of principal and interest due under the related Note.
----------------------------------------- ---------------------------------------------------------------------------------------

(liv) Common Ownership                    Seth Portfolio:  Pavilion Place Apartments, Bayou Park Apartments, Sandstone
                                          Apartments (Total Cut-off Balance $69,000,000).

                                          Mapleview Shopping Center and Crystal Lake Shopping Center (Total Cut-off Balance
                                          $22,726,038.67).

                                          Shurgard Storage Apopka, Shurgard Storage Deland and Shurgard Storage
                                          Kissimmee (Total Cut-off Balance $4,990,463.53).

                                          Phillips Edison  Portfolio:  Cape Henry Plaza,  Crossroads  East,  Governor's  Square,
                                          Hickory Plaza,  Mountain Park Plaza, Pablo Plaza, Rolling Hills Square: (Total Cut-off
                                          Balance $48,075,360.79).

                                          Greatwood Country Shops, Fairfield Country Shops and New Territory
                                          Country Shops (Total Cut-off Balance $5,003,386.52).

                                          Alexander Apartments,  Berkshire Apartments and Chateau DeVille (Total Cut-off Balance
                                          $8,511,420.62)

                                          SavOn Rancho La Costa and Walgreen's Henderson (Total Cut-off Balance $10,462,812.62)
----------------------------------------- ---------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                SCHEDULE (A)-(V)

     MORTGAGE LOAN                                                                              CUT-OFF DATE
         NUMBER                                   PROPERTY NAME                                    BALANCE
-----------------------  ------------------------------------------------------        -----------------------------------
<S>        <C>            <C>                                                                <C>
           5              Pembroke Lakes Mall (A Note)                                       $  111,863,968.55
           9              Fountains at Waterford Lakes Apartments                            $   24,600,000.00
           24             Orlando Airport Business Center                                    $    9,966,334.88
           30             Phillips Edison - Pablo Plaza                                      $    8,391,336.00
           31             Phillips Edison - Rolling Hills Square                             $    8,291,438.50
           35             Phillips Edison - Governor's Square                                $    7,592,161.00
           38             Phillips Edison - Mountain Park Plaza                              $    7,067,702.51
           54             Berkshire Manor                                                    $    4,378,058.10
           55             Phillips Edison - Hickory Plaza                                    $    4,345,512.75
           62             Phillips Edison - Cape Henry Plaza                                 $    3,796,080.49
           64             Phillips Edison - Crossroads East                                  $    3,596,286.78
           65             Springdale Plaza                                                   $    3,493,600.29
           72             Chateau De Ville                                                   $    2,935,288.93
           94             Fairfield Country Shops                                            $    1,744,208.46
           97             New Territory Country Shops                                        $    1,644,539.39
           98             Greatwood Country Shops                                            $    1,614,638.67
          105             Alexander Apartments                                               $    1,198,073.59

------------------------------------------------------------------------
</TABLE>


<PAGE>


                              SCHEDULE (A)-(XXVII)



                                  PROPERTY NAME
                                  -------------

Washington Harbor

Monroeville Mall

Pembroke Lakes Mall

Seth Portfolio - Bayou Park Village Apartments

Seth Portfolio - Pavilion Place Apartments

Seth Portfolio - Sandstone Apartments




<PAGE>


                                SCHEDULE (B)-(V)


<TABLE>
<CAPTION>
     MORTGAGE LOAN                                                                              CUT-OFF DATE
         NUMBER                                   PROPERTY NAME                                    BALANCE
---------------------    ------------------------------------------------------         -------------------------------
<S>                       <C>                                                                 <C>
4                         Monroeville Mall (A Note)                                           $     120,000,000
5                         Pembroke Lakes Mall (A Note)                                        $     111,863,969
9                         Fountains at Waterford Lakes Apartments                             $      24,600,000
34                        Orlando Airport Business Center                                     $       9,966,335
30                        Phillips Edison - Pablo Plaza                                       $       8,391,336
31                        Phillips Edison - Rolling Hills Square                              $       8,291,439
35                        Phillips Edison - Governor's Square                                 $       7,592,161
38                        Phillips Edison - Mountain Park Plaza                               $       7,067,703
46                        111 Lake Drive                                                      $       5,500,000
54                        Berkshire Manor                                                     $       4,378,058
55                        Phillips Edison - Hickory Plaza                                     $       4,345,513
62                        Phillips Edison - Cape Henry                                        $       3,796,080
64                        Phillips Edison - Crossroads East                                   $       3,596,287
65                        Springdale Plaza                                                    $       3,493,600
72                        Chateau De Ville                                                    $       2,935,289
94                        Fairfield Country Shops                                             $       1,744,208
97                        New Territory Country Shops                                         $       1,644,539
98                        Greatwood Country Shops                                             $       1,614,639
105                       Alexander Apartments                                                $       1,198,074
109                       Oswell and Bernard Center                                           $         999,014
</TABLE>


<PAGE>

                                             SCHEDULE IV

                            SCHEDULE OF EARLY DEFEASANCE MORTGAGE LOANS

<TABLE>
<CAPTION>
----------------------- ------------------------------- ------------------------------------------------ ---------------------
    MORTGAGE LOAN                                                                                            CUT-OFF DATE
        NUMBER                  PROPERTY NAME                               ADDRESS                            BALANCE
----------------------- ------------------------------- ------------------------------------------------ ---------------------
<S>                        <C>                             <C>                                             <C>
          71            Rite Aid-- Medina                           207 North Court Street
                                                                       Medina, OH 44256                       $2,995,043
----------------------- ------------------------------- ------------------------------------------------ ---------------------
          86            Rite Aid-- West Rutland                         294 Main Street
                                                                    West Rutland, VT 05777                    $2,174,230
----------------------- ------------------------------- ------------------------------------------------ ---------------------
          87            Rite Aid-- Flint                           1124 North Ballenger Hwy.
                                                                        Flint, MI 48504                       $2,048,794
----------------------- ------------------------------- ------------------------------------------------ ---------------------
          90            Rite Aid-- Galion                            304 Harding Way West
                                                                       Galion, OH 44833                       $1,981,336
----------------------- ------------------------------- ------------------------------------------------ ---------------------
          91            Rite Aid-- Mio                             101 South Morenci Street
                                                                         Mio, MI 48647                        $1,833,888
----------------------- ------------------------------- ------------------------------------------------ ---------------------
          99            Rite Aid-- Lewiston                       2815 South Country Road 489
                                                                      Lewiston, MI 49756                      $1,730,127
----------------------- ------------------------------- ------------------------------------------------ ---------------------
         102            Rite Aid-- Cynthiana                        629 U.S. Hwy. 27 South
                                                                      Cynthiana, KY 41031                     $1,505,237
----------------------- ------------------------------- ------------------------------------------------ ---------------------
         103            Rite Aid-- Morgantown                     205 West G.L. Smith Street
                                                                     Morgantown, KY 42261                     $1,505,237
----------------------- ------------------------------- ------------------------------------------------ ---------------------
</TABLE>

<PAGE>

                                             SCHEDULE V

                          SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

<TABLE>
<CAPTION>
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
   MORTGAGE LOAN                                                                                             CUT-OFF DATE
      NUMBER                       PROPERTY NAME                                ADDRESS                        BALANCE
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
<S>                     <C>                                                <C>                            <C>
                                                                           21 Spring Street,              $31,966,779.72
        7                         LIRA Apartments                         New York, NY 10012
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
                     Lembi Portfolio - Skyline Enterprises DE           240-250 Church Street,
       28b                      - 240 Church Street                     San Francisco, CA 94114            $8,915,520.60*
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
                     Lembi Portfolio - Skyline Enterprises DE           215-219 Church Street,
       28d                      - 215 Church Street                     San Francisco, CA 94114            $8,915,520.60*
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
                                                                        1822 3rd Street South,             $8,391,336.00
       30                  Phillips Edison - Pablo Plaza             Jacksonville Beach, FL 32204
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
                                                                        1680 North Vine Street,
       33                          Taft Building                          Hollywood, CA 90028              $8,000,000.00
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
                                                                         1900 Greentree Road,
       65                        Springdale Plaza                        Cherry Hill, NJ 08003             $3,493,600.29
-------------------- ------------------------------------------ ---------------------------------------- ---------------------
</TABLE>

--------------------
* Represents the Cut-off Date Balance of the entire Lembi Portfolio - Skyline
Enterprises DE Trust Mortgage Loan.

<PAGE>





                                   SCHEDULE VI

                             REFERENCE RATE SCHEDULE

<TABLE>
<CAPTION>
        INTEREST ACCRUAL PERIOD                INTEREST ACCRUAL PERIOD
           BY NUMERICAL ORDER                       BEGINNING IN:                   REFERENCE RATE
        --------------------------             -------------------------        ------------------------
                 <S>                              <C>                                 <C>
                  1                                      May 2003                      5.36352%
                  2                                     June 2003                      5.18293%
                  3                                     July 2003                      5.36345%
                  4                                   August 2003                      5.36342%
                  5                                September 2003                      5.18283%
                  6                                  October 2003                      5.36335%
                  7                                 November 2003                      5.18276%
                  8                                 December 2003                      5.36327%
                  9                                  January 2004                      5.18268%
                  10                                February 2004                      5.18282%
                  11                                   March 2004                      5.36315%
                  12                                   April 2004                      5.18256%
                  13                                     May 2004                      5.36307%
                  14                                    June 2004                      5.18248%
                  15                                    July 2004                      5.36299%
                  16                                  August 2004                      5.36295%
                  17                               September 2004                      5.18236%
                  18                                 October 2004                      5.36286%
                  19                                November 2004                      5.18228%
                  20                                December 2004                      5.18223%
                  21                                 January 2005                      5.18219%
                  22                                February 2005                      5.18270%
                  23                                   March 2005                      5.36262%
                  24                                   April 2005                      5.18203%
                  25                                     May 2005                      5.36252%
                  26                                    June 2005                      5.18193%
                  27                                    July 2005                      5.36242%
                  28                                  August 2005                      5.36237%
                  29                               September 2005                      5.18178%
                  30                                 October 2005                      5.36226%
                  31                                November 2005                      5.18168%
                  32                                December 2005                      5.18162%
                  33                                 January 2006                      5.18157%
                  34                                February 2006                      5.18212%
                  35                                   March 2006                      5.36196%
                  36                                   April 2006                      5.18138%
                  37                                     May 2006                      5.36185%
                  38                                    June 2006                      5.18126%
                  39                                    July 2006                      5.36172%
                  40                                  August 2006                      5.36167%
                  41                               September 2006                      5.18108%
                  42                                 October 2006                      5.36154%
                  43                                November 2006                      5.18095%
                  44                                December 2006                      5.18089%
                  45                                 January 2007                      5.18082%
<PAGE>

<CAPTION>
        INTEREST ACCRUAL PERIOD                INTEREST ACCRUAL PERIOD
           BY NUMERICAL ORDER                       BEGINNING IN:                   REFERENCE RATE
        --------------------------             -------------------------        ------------------------
                 <S>                              <C>                                 <C>
                  46                                February 2007                      5.18141%
                  47                                   March 2007                      5.36119%
                  48                                   April 2007                      5.18061%
                  49                                     May 2007                      5.36105%
                  50                                    June 2007                      5.18047%
                  51                                    July 2007                      5.36091%
                  52                                  August 2007                      5.36084%
                  53                               September 2007                      5.18026%
                  54                                 October 2007                      5.36069%
                  55                                November 2007                      5.18011%
                  56                                December 2007                      5.36040%
                  57                                 January 2008                      5.18671%
                  58                                February 2008                      5.18720%
                  59                                   March 2008                      5.41512%
                  60                                   April 2008                      5.23139%
                  61                                     May 2008                      5.41522%
                  62                                    June 2008                      5.23148%
                  63                                    July 2008                      5.41532%
                  64                                  August 2008                      5.41433%
                  65                               September 2008                      5.23059%
                  66                                 October 2008                      5.41443%
                  67                                November 2008                      5.23068%
                  68                                December 2008                      5.23072%
                  69                                 January 2009                      5.23076%
                  70                                February 2009                      5.23175%
                  71                                   March 2009                      5.41468%
                  72                                   April 2009                      5.23089%
                  73                                     May 2009                      5.41477%
                  74                                    June 2009                      5.23097%
                  75                                    July 2009                      5.41487%
                  76                                  August 2009                      5.41491%
                  77                               September 2009                      5.23109%
                  78                                 October 2009                      5.41500%
                  79                                November 2009                      5.23117%
                  80                                December 2009                      5.23120%
                  81                                 January 2010                      5.22769%
                  82                                February 2010                      5.23327%
                  83                                   March 2010                      5.41124%
                  84                                   April 2010                      5.22730%
</TABLE>






<PAGE>

                                   EXHIBIT A-1

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


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C3
   CLASS [A-1] [A-2] [A-3] [A-4] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

               STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                             <C>
Pass-Through Rate:  ___% per annum                              Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $______________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [A-1] [A-2] [A-3]
May 12, 2003                                                    [A-4] Certificates as of the Closing Date:
                                                                $______________

Cut-off Date:  May 12, 2003                                     Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date:  June 5, 2003                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,352,946,084

First Distribution Date: June 17, 2003

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

Special Servicer:  GMAC Commercial Mortgage Corporation         Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  [A-1] [A-2] [A-3] [A-4]-___                    CUSIP No.:  _____________
</TABLE>


                                     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, GMAC
COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

     This certifies that [Cede & Co.] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation, as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association, as trustee (the
"Trustee", which term includes any successor entity under the Agreement), and
ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and

                                     A-1-2
<PAGE>

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.

     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


                                     A-1-3
<PAGE>

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).

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof. In addition, following the date on which the total
principal balance of the Registered Certificates is reduced to zero, any single
Holder or group of Holders of all of the remaining Certificates may, with the
consent of the Master Servicer and subject to such other conditions as may be
set forth in the Agreement, exchange those Certificates for all Mortgage Loans
and REO Properties remaining in the Trust Fund at the time of the exchange.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the

                                     A-1-4
<PAGE>

amendment thereof, in certain circumstances, including any amendment necessary
to maintain the status of any REMIC Pool as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-1-5
<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


                                   By:__________________________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


     This is one of the Class [A-1] [A-2] [A-3] [A-4] Certificates referred to
in the within-mentioned Agreement.

Dated:  _____________


                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Certificate Registrar


                                   By:__________________________________________
                                       Authorized Officer












                                     A-1-6
<PAGE>



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:



Dated:


                                ________________________________________________
                                Signature by or on behalf of Assignor



                                ________________________________________________
                                Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to_____________________________________________
_____________ for the account of ______________________________________________.


     Distributions made by check (such check to be made payable to ____________
____________________) and all applicable statements and notices should be
mailed to______________________________________________________________________
_______________________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-1-7
<PAGE>


                                   EXHIBIT A-2

         FORM OF CLASS [X-CL] [X-CP] [X-WC] [X-MM1] [X-MM2] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C3
   CLASS [X-CL] [X-CP] [X-WC] [X-MM1] [X-MM2] COMMERCIAL MORTGAGE PASS-THROUGH
                                  CERTIFICATE,
                                 SERIES 2003-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Pass-Through Rate:  [Variable] [__% per annum]                   Initial Certificate Notional Amount of this Certificate as
                                                                 of the Closing Date:
                                                                 $________________________

Date of Pooling and Servicing Agreement:                         Class Notional Amount of all the Class [X-CL] [X-CP] [X-WC]
May 12, 2003                                                     [X-MM1] [X-MM2] Certificates as of the Closing Date:
                                                                 $________________________

Cut-off Date:  May 12, 2003                                      Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  June 5, 2003                                      due on or before such date (the "Initial Pool Balance"):
                                                                  $1,352,946,084

First Distribution Date:  June 17, 2003

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

Special Servicer:  GMAC Commercial Mortgage Corporation          Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  [X-CL] [X-CP] [X-WC] [X-MM1] [X-MM2]-___        CUSIP No.:  _____________
</TABLE>




                                     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, GMAC
COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

[FOR CLASS X-MM2 ONLY: 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.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-2-2
<PAGE>

[FOR CLASS X-WC, X-MM1 AND X-MM2 ONLY: THE CLASS OF CERTIFICATES TO WHICH THIS
CERTIFICATE BELONGS RELATES SOLELY OR PRIMARILY TO A SINGLE MORTGAGE LOAN, AS
AND TO THE EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]

[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), GMAC Commercial
Mortgage Corporation, as special servicer (the "Special Servicer", which term
includes any successor entity under the Agreement), LaSalle Bank National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement) and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent", which term includes any successor entity under the Agreement), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; 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

                                     A-2-3
<PAGE>

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 effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

                                     A-2-4
<PAGE>

     If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of
Counsel to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as discussed below, an interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may not be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in a Rule 144A Global
Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

     Also notwithstanding the second preceding paragraph, any interest in a Rule
144A Global Certificate with respect to any Class of Book-Entry Non-Registered
Certificates may be transferred by any Certificate Owner holding such interest
to any Institutional Accredited Investor (other than a Qualified Institutional
Buyer) that takes delivery in the form of a Definitive Certificate of the same
Class as such Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the 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

                                     A-2-5
<PAGE>

Certificate Owner's prospective Transferee a written certification substantially
in the form set forth in Exhibit F-2D to the Agreement certifying that such
Transferee is not a United States Securities Person. On or prior to the Release
Date, beneficial interests in the Regulation S Global Certificate for each Class
of Book-Entry Non-Registered Certificates may be held only through Euroclear or
Clearstream.

     Notwithstanding the preceding paragraph, any interest in a Regulation S
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred by the Depositor or any Affiliate of the Depositor to any Person who
takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates upon delivery to the Certificate
Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and
(y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee to
debit the account of a Depository Participant by a denomination of interests in
such Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
that is equal to the denomination of beneficial interests in the subject Class
of Certificates to be transferred. Upon delivery to the Certificate Registrar of
such certification and such orders and instructions, the Trustee, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the subject
Class of Certificates and increase the denomination of the Rule 144A Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in

                                     A-2-6
<PAGE>

reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Mortgage Loans determined as of the Closing Date, or by any
Affiliate of such Person, and (Z) agrees that it will obtain from each of its
Transferees that are Plans a written representation that such Transferee, if a
Plan, satisfies the requirements of the immediately preceding clauses (X) and
(Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     [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
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the


                                     A-2-7
<PAGE>

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

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-2-8
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                LASALLE BANK NATIONAL ASSOCIATION,
                                as Trustee


                                By:_____________________________________________
                                   Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


     This is one of the Class [X-CL] [X-CP] [X-WC] [X-MM1] [X-MM2] Certificates
referred to in the within-mentioned Agreement.

Dated:  _____________


                                LASALLE BANK NATIONAL ASSOCIATION,
                                as Certificate Registrar


                                By:_____________________________________________
                                   Authorized Officer



                                     A-2-9
<PAGE>


                                   ASSIGNMENT


                  FOR VALUE RECEIVED,  the  undersigned  hereby sell(s),
assign(s) and transfer(s) unto_________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
 (please print or typewrite name and address including postal zip code
                              of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_______________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:



                                      __________________________________________
                                      Signature by or on behalf of Assignor



                                      __________________________________________
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to__________________________________________
 for the account of ________________________________________________________.

     Distributions made by check (such check to be made payable to  ____________
______________________________) and all applicable statements and notices
should be mailed to_____________________________________________________________
_______________________________________________________________________.



     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.



                                     A-2-10
<PAGE>


                                   EXHIBIT A-3

               FORM OF CLASS [B] [C] [D] [E] [F] [G] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C3
   CLASS [B] [C] [D] [E] [F] [G] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>    <C>    <C>    <C>    <C>    <C>
Pass-Through Rate:  Variable                                     Initial Certificate Principal Balance of this Certificate as
                                                                 of the Closing Date:
                                                                 $_____________

Date of Pooling and Servicing Agreement:                         Class Principal Balance of all the Class [B] [C] [D] [E] [F]
May 12, 2003                                                     [G] Certificates as of the Closing Date:
                                                                 $_____________

Cut-off Date:  May 12, 2003                                      Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  June 5, 2003                                      due on or before such date (the "Initial Pool Balance"):
                                                                 $1,352,946,084
First Distribution Date:  June 17, 2003

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

Special Servicer:  GMAC Commercial Mortgage Corporation          Fiscal Agent:  ABN AMRO Bank N.V.

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




                                     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, GMAC
COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

     This certifies that [Cede & Co.] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under

                                     A-3-2
<PAGE>


the Agreement), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), LaSalle Bank National Association, as trustee (the "Trustee", which
term includes any successor entity under the Agreement), and ABN AMRO Bank N.V.,
as fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; 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

                                     A-3-3
<PAGE>


denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     [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).

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof. In addition, following the date on which the total
principal balance of the Registered Certificates is reduced to zero, any single
Holder or group of Holders of all of the remaining Certificates may, with the
consent of the Master Servicer and subject to such other conditions as may be
set forth in the Agreement, exchange those Certificates for all Mortgage Loans
and REO Properties remaining in the Trust Fund at the time of the exchange.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee

                                     A-3-4
<PAGE>

and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-3-5
<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Trustee


                                    By:_________________________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


     This is one of the Class [B] [C] [D] [E] [F] [G] Certificates referred to
in the within-mentioned Agreement.

Dated:  _____________


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Certificate Registrar


                                    By:_________________________________________
                                       Authorized Officer





                                     A-3-6
<PAGE>


                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
 (please print or typewrite name and address including postal zip code
                              of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address:__________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:


                                     ___________________________________________
                                     Signature by or on behalf of Assignor



                                     ___________________________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to_____________________________________________
__________________________________ for the account of__________________________
_____________________________________________________ .

     Distributions made by check (such check to be made payable to______________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________
_______________________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.



                                     A-3-7
<PAGE>
                                   EXHIBIT A-4

       FORM OF CLASS [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] [MM-1] [MM-2]
                               [MM-3] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C3
       CLASS [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] [MM-1] [MM-2] [MM-3]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>

<S>                                                             <C>
Pass-Through Rate:  [Variable] [____% per annum]                Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $_________________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [H] [J] [K] [L]
May 12, 2003                                                    [M] [N] [P] [Q] [S] [T] [MM-1] [MM-2] [MM-3] Certificates
                                                                as of the Closing Date:
                                                                $_________________

Cut-off Date:  May 12, 2003                                     Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date:  June 5, 2003                                     due on or before such date (the "Initial Pool Balance"):
                                                                $1,352,946,084
First Distribution Date:  June 17, 2003

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

Special Servicer:  GMAC Commercial Mortgage Corporation         Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]        CUSIP No.:  _____________
[MM-1] [MM-2] [MM-3] -___
</TABLE>



                                     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, GMAC
COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

[FOR  A  CLASS  [MM-1]  [MM-2]  [MM-3]  CERTIFICATE:   THIS  CERTIFICATE
REPRESENTS  AN INTEREST  ONLY IN A SINGLE  MORTGAGE  LOAN, AS AND TO THE
EXTENT  PROVIDED  IN THE  POOLING AND  SERVICING  AGREEMENT  REFERRED TO
HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                                     A-4-2
<PAGE>

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS
CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

     This certifies that _______________________________ 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), GMAC Commercial
Mortgage Corporation, as special servicer (the "Special Servicer", which term
includes any successor entity under the Agreement), LaSalle Bank National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement) and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent", which term includes any successor entity under the Agreement), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; 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

                                     A-4-3
<PAGE>

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 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-4-4
<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, the Fiscal Agent or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

     If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of
Counsel to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as discussed below, an interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may not be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in a Rule 144A Global
Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

     Also notwithstanding the second preceding paragraph, any interest in a Rule
144A Global Certificate with respect to any Class of Book-Entry Non-Registered
Certificates may be transferred by any Certificate Owner holding such interest
to any Institutional Accredited Investor (other than a Qualified Institutional
Buyer) that takes delivery in the form of a Definitive Certificate of the same
Class as such Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the 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


                                     A-4-5
<PAGE>


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.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and

                                     A-4-6
<PAGE>

is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Mortgage Loans determined as of the Closing Date, or by any
Affiliate of such Person, and (Z) agrees that it will obtain from each of its
Transferees that are Plans a written representation that such Transferee, if a
Plan, satisfies the requirements of the immediately preceding clauses (X) and
(Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
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
Fiscal Agent, the Certificate Registrar and any agents of any of

                                     A-4-7
<PAGE>

them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof. In addition, following the date on which the total
principal balance of the Registered Certificates is reduced to zero, any single
Holder or group of Holders of all of the remaining Certificates may, with the
consent of the Master Servicer and subject to such other conditions as may be
set forth in the Agreement, exchange those Certificates for all Mortgage Loans
and REO Properties remaining in the Trust Fund at the time of the exchange.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-4-8
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                               LASALLE BANK NATIONAL ASSOCIATION,
                               as Trustee


                               By:______________________________________________
                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


     This is one of the Class [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] [MM-1]
[MM-2] [MM-3] Certificates referred to in the within-mentioned Agreement.

Dated:  _____________


                               LASALLE BANK NATIONAL ASSOCIATION,
                               as Certificate Registrar


                               By:______________________________________________
                                  Authorized Officer




                                     A-4-9
<PAGE>


                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
 (please print or typewrite name and address including postal zip code
                              of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_______________________________________________________
________________________________________________________________________________
________________________________________________________________________________


Dated:


                                ________________________________________________
                                Signature by or on behalf of Assignor



                                ________________________________________________
                                Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution:

                  Distributions  shall,  if  permitted,  be made by wire
transfer or otherwise, in immediately available funds, to______________________
for the account of_____________________________________________________________.

     Distributions made by check (such check to be made payable to
______________________________________) and all applicable statements and
notices should be mailed to____________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-4-10
<PAGE>


                                   EXHIBIT A-5

             FORM OF CLASS [R-I] [R-II] [R-III] [R-LR] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C3
 CLASS [R-I] [R-II] [R-III] [R-LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in the
May 12, 2003                                                     related Class:  ___%

Cut-off Date:  May 12, 2003                                      Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  June 5, 2003                                      due on or before such date (the "Initial Pool Balance"):
                                                                 $1,352,946,084
First Distribution Date:  June 17, 2003

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

Special Servicer:  GMAC Commercial Mortgage Corporation          Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  [R-I] [R-II] [R-III] [R-LR]-___
</TABLE>



                                     A-5-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF 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, GMAC
COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE [FOR CLASSES R-I,
R-II AND R-III: IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" (A "REMIC")] [FOR CLASS R-LR: EVIDENCES THE SOLE "RESIDUAL INTEREST" IN
EACH OF EIGHT "REAL ESTATE MORTGAGE INVESTMENT CONDUITS" (EACH, A "REMIC")] AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

     This certifies that _______________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust evidenced by all the
Certificates of the same Class as this Certificate. The Trust was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), between Structured Asset Securities
Corporation II, as depositor (the "Depositor", which term includes any successor
entity under the Agreement), Wachovia Bank, National Association, as master
servicer (the "Master Servicer", which term includes any successor entity under
the Agreement), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), LaSalle

                                     A-5-2
<PAGE>

Bank National Association, as trustee (the "Trustee", which term includes any
successor entity under the Agreement) and ABN AMRO Bank N.V., as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; 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

                                     A-5-3
<PAGE>

qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If a Transfer of this Certificate is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of this Certificate by the Depositor, Lehman Brothers
Inc. or any of their respective Affiliates), then the Certificate Registrar
shall refuse to register such Transfer unless it receives (and, upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee, either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
that such Transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. If any Transferee of this Certificate or any interest
herein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that either: (i) such Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the

                                     A-5-4
<PAGE>

purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee. In addition, the Certificate
Registrar shall not register the transfer of an Ownership Interest in this
Certificate to any entity classified as a partnership under the Code unless at
the time of transfer, all of its beneficial owners are United States Persons.

     Each Person holding or acquiring any Ownership Interest in this Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to Transfer its Ownership Interest herein
and (y) not to Transfer its Ownership Interest herein unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury 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

                                     A-5-5
<PAGE>

establishment or fixed base (within the meaning of any applicable income tax
treaty between the United States and any foreign jurisdiction) of a United
States Tax Person..

     A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iii) rural electric and telephone cooperatives described in
Section 1381 of the Code and (iv) any other Person so designated by the 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 "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


                                     A-5-6
<PAGE>

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
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof. In addition, following the date on which the total
principal balance of the Registered Certificates is reduced to zero, any single
Holder or group of Holders of all of the remaining Certificates may, with the
consent of the Master Servicer and subject to such other conditions as may be
set forth in the Agreement, exchange those Certificates for all Mortgage Loans
and REO Properties remaining in the Trust Fund at the time of the exchange.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-5-7
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee

                                   By:__________________________________________
                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


     This is one of the Class [R-I] [R-II] [R-III] [R-LR] Certificates referred
to in the within-mentioned Agreement.

Dated:  _____________


                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Certificate Registrar


                                   By:__________________________________________
                                      Authorized Officer



                                     A-5-8
<PAGE>



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
 (please print or typewrite name and address including postal zip code
                              of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:______________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:



                                  ______________________________________________
                                  Signature by or on behalf of Assignor



                                  ______________________________________________
                                  Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution:

                  Distributions  shall,  if  permitted,  be made by wire
transfer or otherwise, in immediately available funds, to_______________________
_______________________ for the account of ____________________________________.

     Distributions made by check (such check to be made payable to______________
__________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-5-9
<PAGE>


                                   EXHIBIT A-6

                 FORM OF CLASS [V-1] [V-2] CERTIFICATES


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2003-C3
         CLASS [V-1] [V-2] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-C3


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II

<TABLE>
<CAPTION>
<S>                                                              <C>
Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in Class
May 12, 2003                                                     [V-1] [V-2]:  ___%

Cut-off Date:  May 12, 2003                                      Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date: June 5, 2003                                       due on or before such date (the "Initial Pool Balance"):
                                                                 $1,352,946,084
First Distribution Date:  June 17, 2003

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

Special Servicer:  GMAC Commercial Mortgage Corporation          Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  [V-1] [V-2]-___
</TABLE>


                                     A-6-1
<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, GMAC
COMMERCIAL MORTGAGE CORPORATION, LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO
BANK N.V., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

[FOR A CLASS V-1  CERTIFICATE:  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.]

[FOR A CLASS V-2  CERTIFICATE:  THIS  CERTIFICATE  IS ENTITLED ONLY TO A
PORTION OF CERTAIN  ADDITIONAL  INTEREST (IF ANY) RECEIVED IN RESPECT OF
THE   MONROEVILLE   MALL  MORTGAGE  LOAN  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-1] [V-2] 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), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), LaSalle Bank National Association, as trustee (the "Trustee", which
term includes any successor entity under the Agreement) and ABN AMRO Bank N.V.,
as fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                                     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.

     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

                                     A-6-3
<PAGE>

Counsel satisfactory to the Trustee to the effect that such Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Warburg LLC, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such

                                     A-6-4
<PAGE>

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
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Depositor, Lehman
Brothers Inc., the Master Servicer, the Special Servicer or any Controlling
Class Certificateholder to purchase from the Trust all Mortgage Loans and any
REO Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof. In addition, following the date on which the total
principal balance of the Registered Certificates is reduced to zero, any single
Holder or group of Holders of all of the remaining Certificates may, with the
consent of the Master Servicer and subject to such other conditions as may be
set forth in the Agreement, exchange those Certificates for all Mortgage Loans
and REO Properties remaining in the Trust Fund at the time of the exchange.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

                                     A-6-5
<PAGE>

     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.


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         as Trustee


                                         By:____________________________________
                                            Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


     This is one of the Class [V-1] [V-2] Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         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


                     [See Annex D to Prospectus Supplement]




                                       B-1
<PAGE>
                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION


To the parties listed on the attached Schedule A

     Re:  LB-UBS Commercial Mortgage Trust 2003-C3
          Commercial Mortgage Pass Through Certificates, Series 2003-C3 (the
          "Certificates")

Ladies and Gentlemen:

     Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated as
of May 12, 2003, relating to the above-referenced Certificates (the
"Agreement"), LaSalle Bank National Association, in its capacity as trustee (the
"Trustee"), hereby certifies as to each Mortgage Loan subject as of the date
hereof to the Agreement (except as identified in the exception report attached
hereto) that: (i) all documents specified in clauses (i) through (v), (vii),
(viii) (without regard to the second parenthetical in such clause (viii)) and
(ix) of the definition of "Mortgage File", are in its possession or the
possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Agreement has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the 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,

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:




                                      C-2
<PAGE>


                                   SCHEDULE A


Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

GMAC Commercial Mortgage Corporation
550 California Street
San Francisco, California 94104
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

Lehman Brothers Holdings Inc., doing business as Lehman Capital,
     a division of Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

LUBS Inc.
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

UBS Warburg LLC
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

UBS Warburg Real Estate Investments Inc.
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2003-C3

[[Pembroke Lakes Mall] [Polaris Fashion Place] [Westfield
Shoppingtown] NON-TRUST LOAN NOTEHOLDER]*

-----------------
*    Only as to the [Pembroke Lakes Mall] [Polaris Fashion Place] [Westfield
Shoppingtown] Non-Trust Loan


                                      C-3
<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:   Asset-Backed Securities Trust Services Group--
             LB-UBS Commercial Mortgage Trust 2003-C3

             Re:  LB-UBS Commercial Mortgage Trust 2003-C3,
                  Commercial Mortgage Pass-Through Certificates, Series 2003-C3

             In connection with the administration of the Mortgage Files
held by or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of May 12, 2003 (the "Pooling and Servicing Agreement"), by
and between Structured Asset Securities Corporation II, as depositor, the
undersigned, as master servicer (the "Master Servicer"), GMAC Commercial
Mortgage Corporation, as special servicer (the "Special Servicer"), you, as
trustee (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent"), the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by or on behalf of you, as Trustee, with
respect to the following described Mortgage Loan for the reason indicated below.

             Property Name:_____________________________________________________

             Address:___________________________________________________________

             Control No.:_______________________________________________________

             If only particular documents in the Mortgage File are  requested,
             please specify which:______________________________________________

             ___________________________________________________________________

             ___________________________________________________________________

Reason for requesting file (or portion thereof):

         ______     1.   Mortgage Loan paid in full. The undersigned hereby
                         certifies that all amounts received in connection with
                         the Mortgage Loan that are required to be credited to
                         the Custodial Account pursuant to the Pooling and
                         Servicing Agreement, have been or will be so credited.

         ______      2.  Other.  (Describe)_____________________________________

                     ___________________________________________________________

                     ___________________________________________________________

             The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.

                                     D-1-1
<PAGE>

              Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                  WACHOVIA BANK, NATIONAL ASSOCIATION


                                  By:___________________________________________
                                     Name:
                                     Title:


                                     D-1-2
<PAGE>


                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


                                   -----------


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3

                  Re:      LB-UBS Commercial Mortgage Trust 2003-C3,
                           Commercial Mortgage Pass-Through Certificates,
                           Series 2003-C3

     In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of May 12, 2003 (the "Pooling and Servicing Agreement"), by and between
Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), the
undersigned, as special servicer (the "Special Servicer"), you, as trustee (the
"Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"), the
undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.

                  Property Name:________________________________________________

                  Address:______________________________________________________

                  Control No.:__________________________________________________

                  If only particular documents in the Mortgage File are
                  requested, please specify which:______________________________

                  ______________________________________________________________

                  ______________________________________________________________

Reason for requesting file (or portion thereof):

         ______     1.   Mortgage Loan paid in full. The undersigned hereby
                         certifies that all amounts received in connection with
                         the Mortgage Loan that are required to be credited to
                         the Custodial Account pursuant to the Pooling and
                         Servicing Agreement, have been or will be so credited.

         ______     2.   Other. (Describe)______________________________________

                    ____________________________________________________________

                    ____________________________________________________________

     The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof (or within such longer
period as we have indicated as part of our reason for the request), unless the
Mortgage Loan has been paid in full or otherwise liquidated, in which case the
Mortgage File (or such portion thereof) will be retained by us permanently.

                                     D-2-1
<PAGE>

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                      GMAC COMMERCIAL MORTGAGE CORPORATION


                                      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           P11          P93           P97
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
                                                 SCHEDULED                                      PRECEDING
                 SHORT NAME                      MORTGAGE    PAID     CURRENT                   FISCAL YR.
                   (WHEN      PROPERTY             LOAN      THRU     INTEREST     MATURITY        DSCR      MOST RECENT
PROSPECTUS ID   APPROPRIATE)    TYPE     STATE    BALANCE    DATE       RATE         DATE          NCR         DSCR NCF
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
<S>                <C>            <C>    <C>        <C>       <C>        <C>         <C>         <C>            <C>

----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
SCHEDULED PAYMENTS
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------

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

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

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

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

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

--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
UNSCHEDULED PAYMENT
----------------------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------

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

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

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

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

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

--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------
TOTAL:                                          $
--------------- ------------- ---------- ------ ------------ ------ ------------- ------------ ------------- -------------

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

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

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

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

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

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

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

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

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

<CAPTION>
---------------------------------------------------------------------
      S4            S55           SERVICER ESTIMATED INFORMATION
--------------- -------------  --------------------------------------

                 SHORT NAME                  EXPECTED     EXPECTED
                   (WHEN          YIELD       PAYMENT    DISTRIBUTION
PROSPECTUS ID   APPROPRIATE)   MAINTENANCE     DATE         DATE
--------------- -------------  ------------ ------------ ------------
<S>                <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]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3

            Re:   LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                  Mortgage Pass-Through Certificates, Series 2003-C3,
                  Class _____, [having an initial aggregate [Certificate
                  Principal Balance] [Certificate Notional Amount] as of
                  June 5, 2003 (the "Closing Date") of $__________]
                  [representing a ____% Percentage Interest in the
                  subject Class]

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of May 12, 2003, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise herein defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
     with the full right to transfer such Certificates free from any and all
     claims and encumbrances whatsoever.

                                     F-1-1
<PAGE>

          2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred Certificates a
     violation of Section 5 of the Securities Act or any state securities laws,
     or would require registration or qualification of the Transferred
     Certificates pursuant to the Securities Act or any state securities laws.

                                       Very truly yours,

                                       _________________________________________
                                       (Transferor)


                                       By:______________________________________
                                          Name:
                                          Title:



                                     F-1-2
<PAGE>

                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3

             Re:  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                  Mortgage Pass-Through Certificates, Series 2003-C3,
                  Class ___, [having an initial aggregate [Certificate
                  Principal Balance] [Certificate Notional Amount] as of
                  June 5, 2003 (the "Closing Date") of $__________]
                  [representing a ____% Percentage Interest in the
                  subject Class]

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to______________________________
__________________ (the "Transferee") of the captioned Certificates (the
"Transferred Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 12,
2003, between Structured Asset Securities Corporation II, as Depositor, Wachovia
Bank, National Association, as Master Servicer, GMAC Commercial Mortgage
Corporation, as Special Servicer, LaSalle Bank National Association, as Trustee,
and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Trustee
and the Depositor, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
     is being made in reliance on Rule 144A. The Transferee is acquiring the
     Transferred Certificates for its own account or for the account of another
     Qualified Institutional Buyer, and understands that such Transferred
     Certificates may be resold, pledged or transferred only (a) to a person
     reasonably believed to be a Qualified Institutional Buyer that purchases
     for its own account or for the account of another Qualified Institutional
     Buyer and to whom notice is given that the resale, pledge or transfer is
     being made in reliance on Rule 144A, or (b) pursuant to another exemption
     from registration under the Securities Act.

          2. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, and (e) all related matters, that it has requested.

                                     F-2A-1
<PAGE>

          3. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgement below.


                                       Very truly yours,

                                       _________________________________________
                                       (Transferee)


                                       By:______________________________________
                                          Name:
                                          Title:



                             NOMINEE ACKNOWLEDGEMENT


     The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.


                                       _________________________________________
                                       (Nominee)


                                       By:______________________________________
                                          Name:
                                          Title:





                                     F-2A-2
<PAGE>



                                                         ANNEX 1 TO EXHIBIT F-2A


         QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [FOR
            TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]



     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis
     $______________________1 in securities (other than the excluded securities
     referred to below) as of the end of such entity's most recent fiscal year
     (such amount being calculated in accordance with Rule 144A) and (ii) the
     Transferee satisfies the criteria in the category marked below.

        _____   Corporation, etc. The Transferee is a corporation (other than a
                bank, savings and loan association or similar institution),
                Massachusetts or similar business trust, partnership, or any
                organization described in Section 501(c)(3) of the Internal
                Revenue Code of 1986, as amended.

        _____   Bank. The Transferee (a) is a national bank or a banking
                institution organized under the laws of any state, U.S.
                territory or the District of Columbia, the business of which is
                substantially confined to banking and is supervised by the state
                or territorial banking commission or similar official or is a
                foreign bank or equivalent institution, and (b) has an audited
                net worth of at least $25,000,000 as demonstrated in its latest
                annual financial statements, a copy of which is attached hereto,
                as of a date not more than 16 months preceding the date of sale
                of the Transferred Certificates in the case of a U.S. bank, and
                not more than 18 months preceding such date of sale in the case
                of a foreign bank or equivalent institution.

        _____   Savings and Loan. The Transferee (a) is a savings and loan
                association, building and loan association, cooperative bank,
                homestead association or similar institution, which is
                supervised and examined by a state or federal authority having
                supervision over any such institutions, or is a foreign savings
                and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest annual financial statements, a copy of which is attached
                hereto, as of a date not more than 16 months preceding the date
                of sale of the Transferred Certificates in the case of a U.S.
                savings and

-------------------
1    Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2A-3
<PAGE>

                loan association, and not more than 18 months preceding such
                date of sale in the case of a foreign savings and loan
                association or equivalent institution.

        _____   Broker-dealer. The Transferee is a dealer registered pursuant to
                Section 15 of the Securities Exchange Act of 1934, as amended.

        _____   Insurance Company. The Transferee is an insurance company whose
                primary and predominant business activity is the writing of
                insurance or the reinsuring of risks underwritten by insurance
                companies and which is subject to supervision by the insurance
                commissioner or a similar official or agency of a state, U.S.
                territory or the District of Columbia.

        _____   State or Local Plan. The Transferee is a plan established and
                maintained by a state, its political subdivisions, or any agency
                or instrumentality of the state or its political subdivisions,
                for the benefit of its employees.

        _____   ERISA Plan. The Transferee is an employee benefit plan within
                the meaning of Title I of the Employee Retirement Income
                Security Act of 1974.

        _____   Investment Advisor. The Transferee is an investment advisor
                registered under the Investment Advisers Act of 1940.

        _____   QIB Subsidiary. All of the Transferee's equity owners are
                "qualified institutional buyers" within the meaning of Rule
                144A.

        _____   Other. (Please supply a brief description of the entity and a
                cross-reference to the paragraph and subparagraph under
                subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                Note that registered investment companies should complete Annex
                2 rather than this Annex 1)_____________________________________
                ________________________________________________________________
                _______________________________________________________________.

          3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial statements prepared in accordance with generally accepted
     accounting principles and if the investments of such subsidiaries are
     managed under such Person's direction. However, such securities were not
     included if such Person is a majority-owned, consolidated subsidiary of
     another enterprise and such Person is not itself a reporting company under
     the Securities Exchange Act of 1934, as amended.

                                     F-2A-4
<PAGE>

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee may be in reliance on Rule 144A.

          ___      ___   Will the Transferee be purchasing the Transferred
          Yes      No    Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's purchase of the
     Transferred Certificates will constitute a reaffirmation of this
     certification as of the date of such purchase. In addition, if the
     Transferee is a bank or savings and loan as provided above, the Transferee
     agrees that it will furnish to such parties any updated annual financial
     statements that become available on or before the date of such purchase,
     promptly after they become available.

          8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.


                                        ________________________________________
                                        Print Name of Transferee


                                        By:_____________________________________
                                           Name:
                                           Title:
                                           Date:


                                     F-2A-5
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2A


          QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [FOR
              TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]



     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee") or,
     if the Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because the Transferee is part of a Family of Investment Companies
     (as defined below), is an executive officer of the investment adviser (the
     "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, and (ii) as marked below, the
     Transferee alone owned and/or invested on a discretionary basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end of the Transferee's most recent fiscal year. For purposes of
     determining the amount of securities owned by the Transferee or the
     Transferee's Family of Investment Companies, the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment Companies, as the case may be, reports its securities holdings
     in its financial statements on the basis of their market value, and no
     current information with respect to the cost of those securities has been
     published, in which case the securities of such entity were valued at
     market.

        ______  The Transferee owned and/or invested on a discretionary basis
                $___________________ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee's
                most recent fiscal year (such amount being calculated in
                accordance with Rule 144A).

        ______  The Transferee is part of a Family of Investment Companies which
                owned in the aggregate $______________ in securities (other than
                the excluded securities referred to below) as of the end of the
                Transferee's most recent fiscal year (such amount being
                calculated in accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).

          4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis

                                     F-2A-6
<PAGE>

     by the Transferee, or owned by the Transferee's Family of Investment
     Companies, the securities referred to in this paragraph were excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee will be in reliance on Rule 144A.

          _____    _____    Will the Transferee be purchasing the Transferred
          Yes      No       Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's purchase of the Transferred Certificates will
     constitute a reaffirmation of this certification by the undersigned as of
     the date of such purchase.

          8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.


                                      _________________________________________
                                      Print Name of Transferee or Adviser

                                      By: _____________________________________
                                          Name:
                                          Title:
                                          Date:



                                     IF AN ADVISER:

                                     __________________________________________
                                     Print Name of Transferee


                                     Date:_____________________________________




                                     F-2A-7
<PAGE>

                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
        FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3

                  Re:  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                       Mortgage Pass-Through Certificates, Series 2003-C3,
                       Class _____,[having an initial aggregate [Certificate
                       Principal Balance] [Certificate Notional Amount] as of
                       June 5, 2003 (the "Closing Date") of $__________]
                       [representing a ____% Percentage Interest in the
                       subject Class]

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of May 12, 2003, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

          1. The Transferee is acquiring the Transferred Certificates for its
     own account for investment and not with a view to or for sale or transfer
     in connection with any distribution thereof, in whole or in part, in any
     manner which would violate the Securities Act of 1933, as amended (the
     "Securities Act"), or any applicable state securities laws.

          2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Class of Certificates to which the
     Transferred Certificates belong, and (c) neither a Transferred Certificate
     nor any security issued in exchange therefor or in lieu thereof may be
     resold or transferred unless it is (i) registered pursuant to the
     Securities Act and registered or qualified pursuant to any applicable state
     securities laws or (ii) sold or transferred in transactions which are
     exempt from such registration and qualification and the Certificate
     Registrar has received: (A) a certification from the Certificateholder
     desiring to effect such transfer substantially in the form attached as
     Exhibit F-1 to the Pooling and Servicing Agreement and a certification from
     such Certificateholder's prospective transferee substantially in the form
     attached either as Exhibit F-2A to the Pooling and Servicing Agreement or
     as Exhibit F-2B to the Pooling and Servicing Agreement; or (B) an opinion
     of counsel satisfactory to the Trustee with respect to, among other things,
     the availability of such exemption from registration under the

                                     F-2B-1
<PAGE>

     Securities Act, together with copies of the written certification(s) from
     the transferor and/or transferee setting forth the facts surrounding the
     transfer upon which such opinion is based.

          3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or interest therein, except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

        THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
        SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
        DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
        REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
        DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
        ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
        SERVICING AGREEMENT REFERRED TO HEREIN.

        NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
        (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
        THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
        1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
        CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
        DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
        HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
        ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
        ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
        OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a pledge, disposition or other transfer of any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in any
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security, which (in the case of any of the acts described in
     clauses (a) through (e) above) would constitute a distribution of the
     Transferred Certificates under the Securities Act, would render the
     disposition of the Transferred Certificates a violation of Section 5 of the
     Securities Act or any state securities law or would require registration or
     qualification of the Transferred Certificates pursuant thereto. The
     Transferee will not act, nor has it authorized or will it authorize any
     person to act, in any manner set forth in the foregoing sentence with
     respect to any Transferred Certificate, any interest in any Transferred
     Certificate or any other similar security.

          5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the Pooling and Servicing

                                     F-2B-2
<PAGE>

     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.

          7. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgement below.



                                     Very truly yours,

                                     __________________________________________
                                     (Transferee)

                                     By:_______________________________________
                                        Name:
                                        Title:


                             Nominee Acknowledgement


                  The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                     __________________________________________
                                     (Nominee)

                                     __________________________________________
                                     By:
                                          Name:
                                          Title:




                                     F-2B-3
<PAGE>


                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

           Re:  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                Mortgage Pass-Through Certificates, Series 2003-C3,
                Class _____, having an initial aggregate [Certificate
                Principal Balance] [Certificate Notional Amount] as of
                June 5, 2003 (the "Closing Date") of $__________

Ladies and Gentlemen:

     This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of May 12, 2003, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle
Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer to
     it of the Transferor's interest in the Transferred Certificates is being
     made in reliance on Rule 144A. The Transferee is acquiring such interest in
     the Transferred Certificates for its own account or for the account of
     another Qualified Institutional Buyer.

          2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Transferred Certificates and (c) no
     interest in the Transferred Certificates may be resold or transferred
     unless (i) such Certificates are registered pursuant to the Securities Act
     and registered or qualified pursuant any applicable state securities laws,
     or (ii) such interest is sold or transferred in a transaction which is
     exempt from such registration and qualification and the Transferor desiring
     to effect such transfer has received (A) a certificate from such
     Certificate Owner's prospective transferee substantially in the form
     attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
     opinion of counsel to the effect that, among other things, such prospective
     transferee is a Qualified Institutional Buyer and such transfer may be made
     without registration under the Securities Act.

                                     F-2C-1
<PAGE>

          3. The Transferee understands that it may not sell or otherwise
     transfer the Transferred Certificates or any interest therein except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that the
     Transferred Certificates will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, (e) any credit enhancement mechanism associated with the
     Transferred Certificates, and (f) all related matters, that it has
     requested.


                                     Very truly yours,

                                     __________________________________________
                                     (Transferee)

                                     By:_______________________________________
                                        Name:
                                        Title:



                                     F-2C-2
<PAGE>


                                                         ANNEX 1 TO EXHIBIT F-2C


          QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [FOR
             TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]


     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and for the benefit of Structured Asset Securities Corporation II
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquiring interests in the Transferred Certificates (the
     "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
     144A"), because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $____________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 association or equivalent institution and (b) has an
             audited net worth of at least $25,000,000 as demonstrated in its
             latest annual financial statements, a copy of which is attached
             hereto, as of a date not more than 16 months preceding the date
             of sale of the Transferred Certificates in the case of a U.S.

-------------------
1    Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unles Transferee or
     any such equity owner, as the case may be, is a dealer, and, in that case,
     Transferee or such equity owner, as the case may be, must own and/or invest
     on a discretionary basis at least $10,000,000 in securities.


                                     F-2C-3
<PAGE>


             savings and loan association, and not more than 18 months
             preceding such date of sale in the case of a foreign savings and
             loan association or equivalent institution.

     ___     Broker-dealer. The Transferee is a dealer registered pursuant to
             Section 15 of the Securities Exchange Act of 1934, as amended.

     ___     Insurance Company. The Transferee is an insurance company whose
             primary and predominant business activity is the writing of
             insurance or the reinsuring of risks underwritten by insurance
             companies and which is subject to supervision by the insurance
             commissioner or a similar official or agency of a state, U.S.
             territory or the District of Columbia.

     ___     State or Local Plan. The Transferee is a plan established and
             maintained by a state, its political subdivisions, or any agency
             or instrumentality of the state or its political subdivisions,
             for the benefit of its employees.

     ___     ERISA Plan. The Transferee is an employee benefit plan within
             the meaning of Title I of the Employee Retirement Income
             Security Act of 1974.

     ___     Investment Advisor. The Transferee is an investment advisor
             registered under the Investment Advisers Act of 1940, as
             amended.

     ___     QIB Subsidiary. All of the Transferee's equity owners are
             "qualified institutional buyers" within the meaning of Rule
             144A.

     ___     Other. (Please supply a brief description of the entity and a
             cross-reference to the paragraph and subparagraph under
             subsection (a)(1) of Rule 144A pursuant to which it qualifies.
             Note that registered investment companies should complete Annex
             2 rather than this Annex 1.)

          3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial statements prepared in accordance with generally accepted
     accounting principles and if the investments of such subsidiaries are
     managed under such Person's direction. However, such securities were not
     included if such Person is a majority-owned, consolidated subsidiary of
     another enterprise and such Person is not itself a reporting company under
     the Securities Exchange Act of 1934, as amended.

          5. The Transferee acknowledges that it is familiar with Rule 144A and
     understands that the Transferor and other parties related to the
     Transferred Certificates are relying and will continue to rely on

                                     F-2C-4
<PAGE>

     the statements made herein because one or more Transfers to the Transferee
     may be in reliance on Rule 144A.

          ___      ___    Will the Transferee be acquiring interests in the
          Yes      No     Transferred Certificates only for the Transferee's own
                          account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's acquisition of any
     interest in of the Transferred Certificates will constitute a reaffirmation
     of this certification as of the date of such acquisition. In addition, if
     the Transferee is a bank or savings and loan as provided above, the
     Transferee agrees that it will furnish to such parties any updated annual
     financial statements that become available on or before the date of such
     acquisition, promptly after they become available.

          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.



                                     ___________________________________________
                                     (Transferee)


                                     By:_______________________________________
                                        Name:
                                        Title:
                                        Date:


                                     F-2C-5
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2C


          QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [FOR
              TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and for the benefit of Structured Asset Securities Corporation II
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquired interests the Transferred Certificates (the
     "Transferee") or, if the Transferee is a "qualified institutional buyer" as
     that term is defined in Rule 144A under the Securities Act of 1933, as
     amended ("Rule 144A"), because the Transferee is part of a Family of
     Investment Companies (as defined below), is an executive officer of the
     investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, as amended, and (ii) as marked
     below, the Transferee alone owned and/or invested on a discretionary basis,
     or the Transferee's Family of Investment Companies owned, at least
     [$100,000,000] in securities (other than the excluded securities referred
     to below) as of the end of the Transferee's most recent fiscal year. For
     purposes of determining the amount of securities owned by the Transferee or
     the Transferee's Family of Investment Companies, the cost of such
     securities was used, unless the Transferee or any member of the
     Transferee's Family of Investment Companies, as the case may be, reports
     its securities holdings in its financial statements on the basis of their
     market value, and no current information with respect to the cost of those
     securities has been published, in which case the securities of such entity
     were valued at market.

          ____    The Transferee owned and/or invested on a discretionary
                  basis $___________________ in securities (other than the
                  excluded securities referred to below) as of the end of
                  the Transferee's most recent fiscal year (such amount
                  being calculated in accordance with Rule 144A).

          ____    The Transferee is part of a Family of Investment
                  Companies which owned in the aggregate $______________
                  in securities (other than the excluded securities
                  referred to below) as of the end of the Transferee's
                  most recent fiscal year (such amount being calculated in
                  accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).

          4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.

                                     F-2C-6
<PAGE>

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more Transfers to the Transferee will be in reliance on Rule 144A.

          ___      ___   Will the Transferee be acquiring interests in the
          Yes      No    Transferred Certificates only for the Transferee's own
                         account?

                6. If the answer to the foregoing question is "no," then in each
        case where the Transferee is acquiring any interest in the Transferred
        Certificates for an account other than its own, such account belongs to
        a third party that is itself a "qualified institutional buyer" within
        the meaning of Rule 144A, and the "qualified institutional buyer" status
        of such third party has been established by the Transferee through one
        or more of the appropriate methods contemplated by Rule 144A.

                7. The undersigned will notify the parties to which this
        certification is made of any changes in the information and conclusions
        herein. Until such notice, the Transferee's acquisition of any interest
        in the Transferred Certificates will constitute a reaffirmation of this
        certification by the undersigned as of the date of such acquisition.

                8. Capitalized terms used but not defined herein have the
        meanings ascribed thereto in the Pooling and Servicing Agreement
        pursuant to which the Transferred Certificates were issued.



                                        ____________________________________
                                        (Transferee or Adviser)


                                        By:____________________________________
                                           Name:
                                           Title:
                                           Date:



                                        IF AN ADVISER:


                                        Print Name of Transferee

                                        ____________________________________

                                        Date:




                                     F-2C-7
<PAGE>

                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

                Re:     LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                        Mortgage Pass-Through Certificates, Series 2003-C3,
                        Class _____, having an initial aggregate [Certificate
                        Principal Balance] [Certificate Notional Amount] as of
                        June 5, 2003 (the "Closing Date") of $__________

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of May 12, 2003, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, LaSalle
Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

     For purposes of this certification, "United States Securities Person" means
(i) any natural person resident in the United States, (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a United States Securities
Person, other than any estate of which any professional fiduciary acting as
executor or administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and no settlor if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the agency or branch operates for valid business reasons and is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located, (vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a United States Securities Person, (vii) any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the United States,
other than one held for the benefit or account of a non-United States Securities
Person by a dealer or other professional fiduciary organized, incorporated or
(if any individual) resident in the United States, (viii) any partnership or
corporation if (a) organized or incorporated under the laws of any foreign
jurisdiction and (b) formed by a United States Securities Person principally for
the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by "accredited investors" (as
defined in Rule 501(a)) under the United States Securities Act of 1933, as
amended (the "Securities Act"), who are not natural persons, estates or trusts;

                                     F-2D-1
<PAGE>

provided, however, that the International Monetary Fund, the International Bank
for Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the United Nations and
their agencies, affiliates and pension plans, any other similar international
organizations, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

     We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:  __________, _____


                                    By:____________________________________
                                       As, or agent for, the beneficial owner(s)
                                       of the Certificates to which this
                                       certificate relates.




                                     F-2D-2
<PAGE>


                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)


                               _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3

                  Re:     LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                          Mortgage Pass-Through Certificates, Series 2003-C3
                          (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 5, 2003 (the "Closing Date")
of $__________] [evidencing a ____% Percentage Interest in the subject Class]
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of May 12, 2003, between Structured
Asset Securities Corporation II, as depositor, Wachovia Bank, National
Association, as master servicer, GMAC Commercial Mortgage Corporation, as
special servicer, LaSalle Bank National Association, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you as
Certificate Registrar, as follows (check the applicable paragraph):

        _____   The Transferee (A) is not an employee benefit plan or other
                retirement arrangement, including an individual retirement
                account or annuity, a Keogh plan or a collective investment fund
                or separate account in which such plans, accounts or
                arrangements are invested, including, without limitation, an
                insurance company general account, that is subject to ERISA or
                the Code (each, a "Plan"), and (B) is not directly or indirectly
                purchasing the Transferred Certificates on behalf of, as named
                fiduciary of, as trustee of, or with assets of a Plan; or

        _____   The Transferee is using funds from an insurance company general
                account to acquire the Transferred Certificates, however, the
                purchase and holding of such Certificates by such Person is
                exempt from the prohibited transaction provisions of Sections
                406 and 407 of ERISA and the excise taxes imposed on such
                prohibited transactions by Section 4975 of the Code, by reason
                of Sections I and III of Prohibited Transaction Class Exemption
                95-60.

        _____   The Transferred Certificates are rated in one of the four
                highest generic rating categories by one of the Rating Agencies
                and are being acquired by or on behalf of a Plan in reliance on
                Prohibited Transaction Exemption 91-14; and such Plan (X) is an
                accredited investor as defined in Rule 501(a)(1) of Regulation D
                of the Securities Act, (Y) is not sponsored (within the meaning
                of Section 3(16)(B) of ERISA) by the Trustee, the

                                     G-1-1
<PAGE>

                Depositor, any Mortgage Loan Seller, the Master Servicer, the
                Special Servicer, any Sub-Servicer or any Mortgagor with respect
                to Mortgage Loans constituting more than 5% of the aggregate
                unamortized principal balance of all the Mortgage Loans
                determined on the date of the initial issuance of the
                Certificates, or by any Affiliate of such Person, and (Z) agrees
                that it will obtain from each of its Transferees that are Plans,
                a written representation that such Transferee, if a Plan,
                satisfies the requirements of the immediately preceding clauses
                (X) and (Y), together with a written agreement that such
                Transferee will obtain from each of its Transferees that are
                Plans a similar written representation regarding satisfaction of
                the requirements of the immediately preceding clauses (X) and
                (Y).


                              Very truly yours,

                              ____________________________________
                              (Transferee)

                              By:____________________________________
                                 Name:
                                 Title:



                                     G-1-2
<PAGE>


                                   EXHIBIT G-2

                        FORM II OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)


                                                              [Date]

[TRANSFEROR]

        Re:     LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage
                Pass-Through Certificates, Series 2003-C3 (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 5, 2003 (the "Closing Date")
of $__________] [evidencing a ____% Percentage Interest in the related Class]
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of May 12, 2003 (the "Pooling and Servicing Agreement"), among Structured
Asset Securities Corporation II, as depositor, Wachovia Bank, National
Association, as master servicer, GMAC Commercial Mortgage Corporation, as
special servicer, LaSalle Bank National Association, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you as
follows (check the applicable paragraph):

        ______  The Transferee (A) is not an employee benefit plan or other
                retirement arrangement, including an individual retirement
                account or annuity, a Keogh plan or a collective investment fund
                or separate account in which such plans, accounts or
                arrangements are invested, including, without limitation, an
                insurance company general account, that is subject to ERISA or
                the Code (each, a "Plan"), and (B) is not directly or indirectly
                purchasing an interest in the Transferred Certificates on behalf
                of, as named fiduciary of, as trustee of, or with assets of a
                Plan;

        ______  The Transferee is using funds from an insurance company general
                account to acquire an interest in the Transferred Certificates,
                however, the purchase and holding of such interest by such
                Person is exempt from the prohibited transaction provisions of
                Sections 406(a) and (b) and 407 of ERISA and the excise taxes
                imposed on such prohibited transactions by Sections 4975(a) and
                (b) of the Code, by reason of Sections I and III of Prohibited
                Transaction Class Exemption 95-60.

        ______  The Transferred Certificates are rated in one of the four
                highest generic rating categories by one of the Rating Agencies
                and an interest in such Certificates is being acquired by or on
                behalf of a Plan in reliance on Prohibited Transaction Exemption
                91-14 and such Plan (X) is an accredited investor as defined in
                Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
                sponsored (within the meaning of Section 3(16)(B) of ERISA) by
                the Trustee, the Depositor, any Mortgage Loan Seller, the Master
                Servicer, the Special Servicer, any Sub-Servicer or any
                Mortgagor with respect to Mortgage Loans constituting

                                     G-2-1
<PAGE>

                more than 5% of the aggregate unamortized principal balance of
                all the Mortgage Loans determined on the date of the initial
                issuance of the Certificates, or by any Affiliate of such
                Person, and (Z) agrees that it will obtain from each of its
                Transferees that are Plans, a written representation that such
                Transferee, if a Plan, satisfies the requirements of the
                immediately preceding clauses (X) and (Y), together with a
                written agreement that such Transferee will obtain from each of
                its Transferees that are Plans a similar written representation
                regarding satisfaction of the requirements of the immediately
                preceding clauses (X) and (Y).


                                        Very truly yours,


                                        ____________________________________
                                        (Transferee)


                                        By:_________________________________
                                           Name:
                                           Title:




                                     G-2-2
<PAGE>


                                   EXHIBIT H-1

                FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                REGARDING RESIDUAL INTEREST CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(A)(6)(A) AND 860E(E)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


        Re:     LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage
                Pass-Through Certificates, Series 2003-C3 (the "Certificates"),
                issued pursuant to the Pooling and Servicing Agreement (the
                "Pooling and Servicing Agreement"), dated as of May 12, 2003,
                between Structured Asset Securities Corporation II, as
                Depositor, Wachovia Bank, National Association, as Master
                Servicer, GMAC Commercial Mortgage Corporation, as Special
                Servicer, LaSalle Bank National Association, as Trustee, and ABN
                AMRO Bank N.V., as Fiscal Agent


STATE OF           )
                   )    ss.:  ____________________
COUNTY OF          )

     I, _________________________, under penalties of perjury, declare that, to
the best of my knowledge and belief, the following representations are true,
correct and complete, and being first sworn, depose and say that:

          1. I am a __________________________ of ______________________________
(the "Purchaser"), on behalf of which I have the authority to make this
affidavit.

          2. The Purchaser is acquiring [Class R-I] [Class R-II] [Class R-III]
[Class R-LR] Certificates representing ________% of the residual interest in
[each of] the real estate mortgage investment conduit[s] ([each,] a "REMIC")
designated as ["REMIC I"] ["REMIC II"] ["REMIC III"] [a "Mortgage Loan REMIC"],
[respectively], relating to the Certificates for which an election is to be made
under Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code").

          3. The Purchaser is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the [Class R-I] [Class R-II]
[Class R-III] [Class R-LR] Certificates for the account of, or as agent or
nominee of, or with a view to the transfer of direct or indirect record or
beneficial ownership thereof, to a Disqualified Organization. For the purposes
hereof, a Disqualified Organization is any of the following: (i) the United
States, (ii) any state or political subdivision thereof, (iii) any foreign
government, (iv) any international organization, (v) any agency or
instrumentality of any of the foregoing, (vi) any tax-exempt organization (other
than a cooperative described in Section 521 of the Code) which is exempt from
the tax imposed by Chapter 1 of the Code unless such organization is subject to
the tax imposed by Section 511 of the Code, (vii) any organization described in
Section 1381(a)(2)(C) of the Code, or (viii) any other entity designated as a
"disqualified organization" by relevant legislation amending the REMIC
Provisions and in effect at or proposed to be effective as of the time of
determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board of directors is not
selected by such governmental unit. The terms "United States" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.

                                     H-1-1
<PAGE>

          4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

          5. The Purchaser will not cause the income from the [Class R-I] [Class
R-II] [Class R-III] [Class R-LR] Certificates to be attributable to a foreign
permanent establishment or fixed base (within the meaning of any applicable
income tax treaty between the United States and any foreign jurisdiction) of a
United States Tax Person.

          6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates to a
Disqualified Organization.

          7. No purpose of the acquisition of the [Class R-I] [Class R-II]
[Class R-III] [Class R-LR] Certificates is to impede the assessment or
collection of tax

          8. [Check the statement that applies]

     o    If the Transferor requires the safe harbor under Treasury 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 Person and the consideration paid
     to the Purchaser for accepting the [Class R-I] [Class R-II] [Class R-III]
     [Class R-LR] Certificates is greater than the present value of the
     anticipated net federal income taxes and tax benefits ("Tax Liability
     Present Value") associated with owning such Certificates, with such present
     value computed using a discount rate equal to the "Federal short-term rate"
     prescribed by Section 1274 of the Code as of the date hereof or, to the
     extent it is not, if the Transferee has asserted that it regularly borrows,
     in the ordinary course of its trade or business, substantial funds from
     unrelated third parties at a lower interest rate than such applicable
     federal rate and the consideration paid to the Purchaser is greater than
     the Tax Liability Present Value using such lower interest rate as the
     discount rate, the transactions with the unrelated third party lenders, the
     interest rate or rates, the date or dates of such transactions, and the
     maturity dates or, in the case of adjustable rate debt instruments, the
     relevant adjustment dates or periods, with respect to such borrowings, are
     accurately stated in Exhibit A to this letter _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
     _ _ _ _ _ _ _ _ _ _ _ _ _ _|_|

                                     H-1-2
<PAGE>

o    If the Transferor does not require the safe harbor under Treasury
     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                         |_|
                                              ------------------------
          9. The Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the [Class R-I] [Class R-II] [Class
R-III] [Class R-LR] Certificates as they become due.

          10. The Purchaser understands that it may incur tax liabilities with
respect to the [Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates
in excess of any cash flows generated by such Certificates.

          11. The Purchaser will not transfer the [Class R-I] [Class R-II]
[Class R-III] [Class R-LR] Certificates to any person or entity as to which the
Purchaser has not received an affidavit substantially in the form of this
affidavit or to any person or entity as to which the Purchaser has actual
knowledge that the requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof
are not satisfied, or to any person or entity with respect to which the
Purchaser has not (at the time of such transfer) satisfied the requirements
under the Code to conduct a reasonable investigation of the financial condition
of such person or entity (or its current beneficial owners if such person or
entity is classified as a partnership under the Code).

          12. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
Certificates to a Disqualified Organization, an agent thereof or a person that
does not satisfy the requirements of paragraphs 7 and 9.

                                     H-1-3
<PAGE>

          13. The Purchaser consents to the designation of the Trustee as the
agent of the Tax Matters Person of [REMIC I] [REMIC II] [REMIC III] [the
Mortgage Loan REMICs] pursuant to Section 10.01(d) of the Pooling and Servicing
Agreement.

          Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of
__________________.


                                        By:_____________________________________
                                           Name:
                                           Title:


          Personally appeared before me ___________________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be a_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same as his/her free act and deed and as the free act and deed of
the Purchaser.


                                        Subscribed and sworn before me
                                        this ____ day of_____________________


                                        _____________________________________
                                        Notary Public


                                     H-1-4
<PAGE>


                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3

                  Re:  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                       Mortgage Pass-Through Certificates, Series 2003-C3 (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 12, 2003 (the
"Pooling and Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, GMAC Commercial Mortgage Corporation, as special servicer, LaSalle
Bank National Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

          1. No purpose of the Transferor relating to the transfer of the
     Residual Interest Certificates by the Transferor to the Transferee is or
     will be to impede the assessment or collection of any tax.

          2. The Transferor understands that the Transferee has delivered to you
     a Transfer Affidavit and Agreement in the form attached to the Pooling and
     Servicing Agreement as Exhibit H-1. The Transferor does not know or believe
     that any representation contained therein is false.

                                     H-2-1
<PAGE>

          3. The Transferor has at the time of this transfer conducted a
     reasonable investigation of the financial condition of the Transferee (or
     the beneficial owners of the Transferee if it is classified as a
     partnership under the Internal Revenue Code of 1986, as amended) as
     contemplated by Treasury 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 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

Ladies and Gentlemen:

                  This notice is being delivered pursuant to [Section 6.09 of
the Pooling and Servicing Agreement], dated as of May 12, 2003 and relating to
LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2003-C3 (the "Agreement"). Capitalized terms used but not otherwise
defined herein shall have respective meanings assigned to them in the Agreement.

                  Notice is hereby given that the Holders of Certificates
evidencing a majority of the Voting Rights allocated to the Controlling Class
have designated ______________________ to serve as the Special Servicer under
the Agreement.

                  The designation of _________________________ as Special
Servicer will become final if certain conditions are met and you deliver to
_________________, the trustee under the Agreement (the "Trustee"), written
confirmation that if the person designated to become the Special Servicer were
to serve as such, such event would not result in the qualification, downgrade or
withdrawal of the rating or ratings assigned by you to one or more Classes of
the Certificates. Accordingly, such confirmation is hereby requested as soon as
possible.

                                     I-1-1
<PAGE>

                  Please acknowledge receipt of this notice by signing the
enclosed copy of this notice where indicated below and returning it to the
Trustee, in the enclosed stamped self-addressed envelope.


                                           Very truly yours,

                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Trustee


                                           By:_________________________________
                                              Name:
                                              Title:

Receipt acknowledged:

STANDARD & POOR'S RATINGS SERVICES


By:  ________________________________
Name:
Title:
Date:

MOODY'S INVESTORS SERVICE, INC.


By:  ________________________________
Name:
Title:
Date:



                                     I-1-2
<PAGE>



                                   EXHIBIT I-2

          FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER


                                     [Date]


[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[FISCAL AGENT]

                  Re:      LB-UBS Commercial Mortgage Trust 2003-C3,
                           Commercial Mortgage Pass-Through Certificates,
                           Series 2003-C3

Ladies and Gentlemen:

                  Pursuant to [Section 6.09 of the Pooling and Servicing
Agreement], dated as of May 12, 2003, relating to LB-UBS Commercial Mortgage
Trust 2003-C3, Commercial Mortgage Pass-Through Certificates, Series 2003-C3
(the "Agreement"), the undersigned hereby agrees with all the other parties to
the Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.24 of the Agreement, with the following
corrections with respect to type of entity and jurisdiction of organization:
____________________.


                                [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 LaSalle Bank National Association, as trustee for the holders of the LB-UBS
Commercial Mortgage Trust 2003-C3, Commercial Mortgage Pass-Through
Certificates, Series 2003-C3 (referred to as the "Secured Party" for purposes of
this financing statement only), under the Pooling and Servicing Agreement, dated
as of May 12, 2003 (the "Pooling and Servicing Agreement"), between the Debtor,
as depositor, the Secured Party, as trustee (the "Trustee"), Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), GMAC
Commercial Mortgage Corporation, as special servicer (the "Special Servicer"),
and ABN AMRO Bank N.V. as fiscal agent, relating to the issuance of the LB-UBS
Commercial Mortgage Trust 2003-C3, Commercial Mortgage Pass-Through
Certificates, Series 2003-C3 (the "Series 2003-C3 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 Account and the Defeasance
         Deposit Account required to be maintained by the Master Servicer
         pursuant to the Pooling and Servicing Agreement, (b) all funds from
         time to time on deposit in the Custodial Account and the Defeasance
         Deposit Account, (c) the investments of any such funds consisting of
         securities, instruments or other obligations, and (d) the general
         intangibles consisting of the contractual right to payment, including,
         without limitation, the right to payments of principal and interest and
         the right to enforce the related payment obligations, arising from or
         under any such investments;

                           (4)      all   REO   Property   acquired   in
         respect of defaulted Mortgage Loans;

                           (5) (a) the REO Account required to be maintained by
         the Special Servicer pursuant to the Pooling and Servicing Agreement,
         (b) all funds from time to time on deposit in the REO Account, (c) the
         investments of any such funds consisting of securities, instruments or
         other obligations, and (d) the general intangibles consisting of the
         contractual right to payment, including, without limitation, the right
         to payments of principal and interest and the right to enforce the
         related payment obligations, arising from or under any such
         investments;

                           (6) (a) the Servicing Accounts and the Reserve
         Accounts required to be maintained by the Master Servicer and/or the
         Special Servicer pursuant to the Pooling and Servicing Agreement, (b)
         all funds from time to time on deposit in the Servicing Accounts and
         the Reserve Accounts, (c) the investments of any such funds consisting
         of securities, instruments or other obligations, and (d) the general
         intangibles consisting of the contractual right to payment, including,
         without limitation, the right

                                      J-2
<PAGE>

         to payments of principal and interest and the right to enforce the
         related payment obligations, arising from or under any such
         investments;

                           (7) (a) the Interest Reserve Account required to be
         maintained by the Secured Party pursuant to the Pooling and Servicing
         Agreement, (b) all funds from time to time on deposit in the Interest
         Reserve Account, (c) the investments of any such funds consisting of
         securities, instruments or other obligations, and (d) the general
         intangibles consisting of the contractual right to payment, including,
         without limitation, the right to payments of principal and interest and
         the right to enforce the related payment obligations, arising from or
         under any such investments;

                           (8) (a) the Collection Account required to be
         maintained by the Secured Party pursuant to the Pooling and Servicing
         Agreement, (b) all funds from time to time on deposit in the Collection
         Account, (c) the investments of any such funds consisting of
         securities, instruments or other obligations, and (d) the general
         intangibles consisting of the contractual right to payment, including,
         without limitation, the right to payments of principal and interest and
         the right to enforce the related payment obligations, arising from or
         under any such investments;

                           (9) all insurance policies, including the right to
         payments thereunder, with respect to the Mortgage Loans required to be
         maintained pursuant to the Mortgage Loan Documents and the Pooling and
         Servicing Agreement, transferred to the Trust and to be serviced by the
         Master Servicer or Special Servicer pursuant to the Pooling and
         Servicing Agreement;

                           (10)     any and all general  intangibles (as
         defined  in  the  Uniform   Commercial   Code)  consisting  of,
         arising from or relating to any of the foregoing; and

                           (11)     any   and  all   income,   payments,
         proceeds and products of any of the foregoing.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2003-C3 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN
ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR
OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED SECURITY OR AN
UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN
EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE
CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR
SECURITY INTEREST OF THE SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT,
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST
AND THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER
ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION. WITH RESPECT TO THE
FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.



                                      J-3
<PAGE>



                             EXHIBIT A TO SCHEDULE 1


                 (See Schedule I- Trust Mortgage Loan Schedule)





















                                      J-4
<PAGE>



                                    EXHIBIT K

   SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
           EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE



AMI Capital, Inc.

GMAC Commercial Mortgage Corporation

Legg Mason Real Estate Services, Inc.

Laureate Capital LLC

Northmarq Capital, Inc.

L.J. Melody & Company of Texas, LP

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

Churchill Mortgage Corporation

Teachers Insurance and Annuity Association of America




                                      K-1
<PAGE>

                                   EXHIBIT L-1

      FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE ACCESS
                        FROM CERTIFICATE [HOLDER] [OWNER]


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:        LB-UBS Commercial Mortgage Trust 2003-C3]

                  Re:  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                       Mortgage Pass-Through Certificates, Series 2003-C3

     In accordance with the provisions of the Pooling and Servicing Agreement,
dated as of May 12, 2003 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor"),
Wachovia Bank, National Association, as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with respect
to LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage Pass-Through
Certificates, Series 2003-C3 (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

          (ii) ____ the additional information (the "Additional Information")
     identified on the schedule attached hereto pursuant to Section 4.02(a) of
     the Pooling and Servicing Agreement; or

          (iii) ____ a password pursuant to Section 4.02 of the Pooling and
     Servicing Agreement for access to information (also, the "Information")
     provided on the [Trustee's] [Master Servicer's] Internet Website.

     3. In consideration of the [Trustee's] [Master Servicer's] disclosure to
the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
its interest in Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities to which the undersigned is
subject), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer] [Special Servicer], be disclosed by the
undersigned or


                                     L-1-1
<PAGE>


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.

     4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Non-Registered Certificate
pursuant to Section 5 of the Securities Act.

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.


                                         [BENEFICIAL OWNER OF A CERTIFICATE]
                                         [REGISTERED HOLDER OF A CERTIFICATE]


                                         By:____________________________________
                                            Name:
                                            Title:




                                         _______________________________________

                                         By:____________________________________
                                            Name:
                                            Title:



                                     L-1-2

<PAGE>


                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services Group--
                  LB-UBS Commercial Mortgage Trust 2003-C3]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:        LB-UBS Commercial Mortgage Trust 2003-C3]

                  Re:  LB-UBS Commercial Mortgage Trust 2003-C3, Commercial
                       Mortgage Pass-Through Certificates, Series 2003-C3

     In accordance with the provisions of the Pooling and Servicing Agreement,
dated as of May 12, 2003 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor"),
Wachovia Bank, National Association, as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with respect
to LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage Pass-Through
Certificates, Series 2003-C3 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

     1. The undersigned is contemplating an investment in the Class _____
Certificates.

     2. The undersigned is requesting (please check as applicable):

          (i) ____ information (the "Information") for use in evaluating the
     possible investment described above as identified on the schedule attached
     hereto pursuant to Section 8.14 of the Pooling and Servicing Agreement; or

          (ii) ____ a password pursuant to Section 4.02 of the Pooling and
     Servicing Agreement for access to information (also, the "Information")
     provided on the [Trustee's] [Master Servicer's] Internet Website.

     3. In consideration of the [Trustee's] [Master Servicer's] disclosure to
the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making the
investment decision described in paragraph 1 above, from its accountants and
attorneys, and otherwise from such governmental or banking authorities and
agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the [Trustee] [Master Servicer], be
disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the "Representatives") in any manner
whatsoever, in whole or in part.

                                     L-2-1
<PAGE>

     4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Non-Registered Certificate
pursuant to Section 5 of the Securities Act.

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.


                                          [PROSPECTIVE PURCHASER OF A
                                          CERTIFICATE OR  INTEREST THEREIN]


                                        By:_____________________________________
                                           Name:
                                           Title:




                                        ________________________________________

                                        By:_____________________________________
                                           Name:
                                           Title:







                                     L-2-2
<PAGE>



                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION

















                                      M-1


<PAGE>


                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN



 For loans (a) having a balance of $20,000,000 or less or a balance of less
    than 5% of outstanding pool balance, whichever is less) or (b) that are
   not then one of the ten largest (measured by unpaid principal balance) in
                                the mortgage pool


To:      Standard & Poor's Ratings Services,
            a division of The McGraw-Hill Companies, Inc.
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance


From:   _____________________________________, in its capacity as master
        servicer (the "Master Servicer") under the Pooling and Servicing
        Agreement dated as of May 12, 2003 (the "Pooling and Servicing
        Agreement"), between Structured Asset Securities Corporation II, as
        Depositor, the Master Servicer, GMAC Commercial Mortgage Corporation, as
        special servicer, LaSalle Bank National Association, as trustee (the
        "Trustee"), and ABN AMRO Bank N.V., as fiscal agent.


Date:    _________, 20___

                  Re:  LB-UBS Commercial Mortgage Trust 2003-C3,
                       Commercial Mortgage Pass-Through Certificates,
                       Series 2003-C3

     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

     ____    a partial defeasance of the payments scheduled to be due in
             respect of a portion of the unpaid principal balance of the
             Mortgage Loan that represents ___% of the entire unpaid
             principal balance of the Mortgage Loan and, under the Mortgage,
             has an allocated loan amount of $____________ or _______% of the
             entire unpaid principal balance;

                                      M-2
<PAGE>

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

          a. The Mortgage Loan documents permit the defeasance, and the terms
     and conditions for defeasance specified therein were satisfied in all
     material respects in completing the defeasance.

          b. The defeasance was consummated on __________, 20__.

          c. The defeasance collateral consists of securities that (i)
     constitute "government securities" as defined in Section 2(a)(16) of the
     Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
     listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
     2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria
     2000, as amended to the date of the defeasance, (iii) are rated `AAA' by
     Standard & Poor's, (iv) if they include a principal obligation, provide for
     a predetermined fixed dollar amount of principal due at maturity that
     cannot vary or change, and (v) are not subject to prepayment, call or early
     redemption. Such securities have the characteristics set forth below:

            CUSIP           RATE         MAT          PAY DATES        ISSUED
            -----           ----         ---          ---------        ------


          d. The Master Servicer received an opinion of counsel (from counsel
     approved by Master Servicer in accordance with the Servicing Standard) that
     the defeasance will not result in an Adverse REMIC Event.

          e. The Master Servicer determined that the defeasance collateral will
     be owned by an entity (the "Defeasance Obligor") as to which one of the
     statements checked below is true:

        ____    the related Mortgagor was a Single-Purpose Entity (as defined in
                Standard & Poor's Structured Finance Ratings Real Estate Finance
                Criteria, as amended to the date of the defeasance (the "S&P
                Criteria")) as of the date of the defeasance, and after the
                defeasance owns no assets other than the defeasance collateral
                and real property securing Mortgage Loan included in the pool.

        ____    the related Mortgagor designated a Single-Purpose Entity (as
                defined in the S&P Criteria) to own the defeasance collateral;
                or

        ____    the Master Servicer designated a Single-Purpose Entity (as
                defined in the S&P Criteria) established for the benefit of the
                Trust to own the defeasance collateral.

          f. The Master Servicer received a broker or similar confirmation of
     the credit, or the accountant's letter described below contained statements
     that it reviewed a broker or similar confirmation of the credit, of the
     defeasance collateral to an Eligible Account (as defined in the S&P
     Criteria) in the name of the Defeasance Obligor, which account is
     maintained as a securities account by the Trustee acting as a securities
     intermediary.

          g. As securities intermediary, the Trustee is obligated to make the
     scheduled payments on the Mortgage Loan from the proceeds of the defeasance
     collateral directly to the Master Servicer's collection account in the
     amounts and on the dates specified in the Mortgage Loan documents or, in a
     partial defeasance, the portion of such scheduled payments attributed to
     the allocated loan amount for the real property defeased, increased by any
     defeasance premium specified in the Mortgage Loan documents (the "Scheduled
     Payments").

                                      M-3
<PAGE>

          h. The Master Servicer received from the Mortgagor written
     confirmation from a firm of independent certified public accountants, who
     were approved by the Master Servicer in accordance with the Servicing
     Standard, stating that (i) revenues from principal and interest payments
     made on the defeasance collateral (without taking into account any earnings
     on reinvestment of such revenues) will be sufficient to timely pay each of
     the Scheduled Payments after the defeasance including the payment in full
     of the Mortgage Loan (or the allocated portion thereof in connection with a
     partial defeasance) on its Maturity Date (or, in the case of an ARD
     Mortgage Loan, on its Anticipated Repayment Date or on the date when any
     open prepayment period set forth in the related Mortgage Loan documents
     commences), (ii) the revenues received in any month from the defeasance
     collateral will be applied to make Scheduled Payments within four (4)
     months after the date of receipt, and (iii) interest income from the
     defeasance collateral to the Defeasance Obligor in any calendar or fiscal
     year will not exceed such Defeasance Obligor's interest expense for the
     Mortgage Loan (or the allocated portion thereof in a partial defeasance)
     for such year.

          i. The Master Servicer received opinions from counsel, who were
     approved by the Master Servicer in accordance with the Servicing Standard,
     that (i) the agreements executed by the Mortgagor and/or the Defeasance
     Obligor in connection with the defeasance are enforceable against them in
     accordance with their terms, and (ii) the Trustee will have a perfected,
     first priority security interest in the defeasance collateral described
     above.

          j. The agreements executed in connection with the defeasance (i)
     permit reinvestment of proceeds of the defeasance collateral only in
     Permitted Investments (as defined in the S&P Criteria), (ii) permit release
     of surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.

          k. The entire unpaid principal balance of the Mortgage Loan as of the
     date of defeasance was $___________. Such Mortgage Loan (a) has a balance
     of $20,000,000 or less or a balance of less than 5% of outstanding pool
     balance or (b) is not then one of the ten largest (measured by unpaid
     principal balance) in the mortgage pool, in each such case, as of the date
     of the most recent Distribution Date Statement received by us (the "Current
     Report").

     3. The defeasance described herein, together with all prior and
simultaneous defeasances of Mortgage Loans, brings the total of all fully and
partially defeased Mortgage Loans to $__________________, which is _____% of the
aggregate unpaid principal balance of the Mortgage Pool as of the date of the
Current Report.

     4. Certify that Exhibit B hereto is a list of the material agreements,
instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with
the defeasance described above and that originals or copies of such agreements,
instruments and opinions have been transmitted to the Trustee for placement in
the related Mortgage File or, to the extent not required to be part of the
related Mortgage File, are in the possession of the Master Servicer as part of
the Master Servicer's servicing file.

     5. Certify and confirm that the determinations and certifications described
above were rendered in accordance with the Servicing Standard set forth in, and
the other applicable terms and conditions of, the Pooling and Servicing
Agreement; and

                                      M-4
<PAGE>

     6. Certify that the individual under whose hand the Master Servicer has
caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.

     7. Agree to provide copies of all items listed in Exhibit B to you upon
request.

     IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                        [MASTER SERVICER]


                                        By:_____________________________________
                                        Name:
                                        Title:


                                      M-5

<PAGE>

                                   EXHIBIT N

                     FORM OF SELLER/DEPOSITOR NOTIFICATION


                                     [Date]

<TABLE>
<CAPTION>
<S>                                                        <C>
[Structured Asset Securities Corporation II               [Wachovia Bank, National Association
745 Seventh Avenue                                        8739 Research Drive-URP4
New York, New York  10019                                 Charlotte, North Carolina 28262-1075
Attention:    David Nass]                                 Attention:  LB-UBS Commercial Mortgage Trust 2003-C3]

[UBS Warburg LLC                                          [GMAC Commercial Mortgage Corporation
1285 Avenue of the Americas                               550 California Street
New York, New York  10019                                 San Francisco, California 94104
Attention:    Ahmed Alali                                 Attention:  LB-UBS Commercial Mortgage Trust 2003-C3]
              Robert Pettinato]

[Controlling Class Representative (if known)]             [LaSalle Bank National Association
                                                          135 South LaSalle Street, Suite 1625
                                                          Chicago, Illinois  60603
                                                          Attention:  Asset-Backed Securities Trust Services
                                                          Group-LB-UBS Commercial Mortgage Trust 2003-C3]
</TABLE>

                  Re:      LB-UBS Commercial Mortgage Trust 2003-C3,
                           Commercial Mortgage Pass-Through Certificates,
                           Series 2003-C3

Ladies and Gentlemen:

     This notice is being delivered pursuant to Section 2.03 of the Pooling and
Servicing Agreement, dated as of May 12, 2003 (the "Agreement"), relating to the
captioned commercial mortgage pass-through certificates (the "Certificates").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Agreement.

     This notice is being delivered with respect to the Mortgage Loan identified
on the 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.

     ______  We hereby request that you cure the Material Document Defect or
             Material Breach with respect to 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].

                                      N-1
<PAGE>

     ______  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.

     ______  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,

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee


                                          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 Seller:

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

                                      N-2
<PAGE>

     and

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

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



                                      N-3
<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-4

<PAGE>

                                    EXHIBIT O

       FORM OF CONTROLLING CLASS REPRESENTATIVE CONFIDENTIALITY AGREEMENT


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services Group--LB-UBS
Commercial Mortgage Trust 2003-C3]

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:        LB-UBS Commercial Mortgage Trust 2003-C3]

[GMAC Commercial Mortgage Corporation
550 California Street
San Francisco, California 94104
Attention:        LB-UBS Commercial Mortgage Trust 2003-C3]

                  Re:      LB-UBS Commercial Mortgage Trust 2003-C3,
                           Commercial Mortgage Pass-Through Certificates,
                           Series 2003-C3

     In accordance with the provisions of the Pooling and Servicing Agreement,
dated as of May 12, 2003 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor"),
Wachovia Bank, National Association, as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with respect
to LB-UBS Commercial Mortgage Trust 2003-C3, Commercial Mortgage Pass-Through
Certificates, Series 2003-C3 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

     1. The undersigned is the Controlling Class Representative.

     2. The undersigned will keep the information (the "Information") obtained
from time to time pursuant to the Pooling and Servicing Agreement confidential
(except for Information with respect to tax treatment or tax structure), and
such Information will not, without the prior written consent of the [Trustee]
[Master Servicer], be disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part (other than for
the purpose of communicating with the Controlling Class); provided that the
undersigned may provide all or any part of the Information to any other person
or entity that holds or is contemplating the purchase of any Certificate or
interest therein, but only if such person or entity confirms in writing such
ownership interest or prospective ownership interest and agrees to keep it
confidential.

     4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Non-Registered Certificate
pursuant to Section 5 of the Securities Act.

                                      O-1
<PAGE>

     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



                  Re:      LB-UBS  Commercial   Mortgage  Trust
                           2003-C3 (the "Trust") Commercial
                           Mortgage Pass-Through Certificates,
                           Series 2003-C3 (the "Certificates")

     Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated as
of May 12, 2003 (the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), LaSalle Bank
National Association as trustee (the "Trustee"), Wachovia Bank, National
Association as master servicer (the "Master Servicer"), GMAC Commercial Mortgage
Corporation as special servicer (the "Special Servicer") and ABN AMRO Bank N.V.
as fiscal agent, relating to the Certificates, the undersigned, a
____________________ of the Trustee and on behalf of the Trustee, hereby
certifies to the ____________________ as the officer executing the subject
certification pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying
Party") 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
                           2003-C3 (the "Trust") Commercial
                           Mortgage Pass-Through Certificates,
                           Series 2003-C3 (the "Certificates")

     Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated as
of May 12, 2003 (the "Pooling and Servicing Agreement"), between Structured
Asset Securities Corporation II as depositor (the "Depositor"), LaSalle Bank
National Association as trustee (the "Trustee"), Wachovia Bank, National
Association as master servicer (the "Master Servicer"), GMAC Commercial Mortgage
Corporation as special servicer (the "Special Servicer") and ABN AMRO Bank N.V.
as fiscal agent, relating to the Certificates, the undersigned, a
____________________ of the Master Servicer and on behalf of the Master
Servicer, hereby certifies to the ____________________ as the officer executing
the subject certification pursuant to the Sarbanes-Oxley Act of 2002 (the
"Certifying Party") 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;

                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

                                      Q-1
<PAGE>

        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 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
the Special Servicer under the Pooling and Servicing Agreement, beyond the
certification required to be provided by the Special Servicer pursuant to
Section 8.15(i) of the Pooling and Servicing Agreement. 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.

     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-2

<PAGE>


                                    EXHIBIT R

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR



                  Re:      LB-UBS  Commercial   Mortgage  Trust
                           2003-C3 (the "Trust") Commercial
                           Mortgage Pass-Through Certificates,
                           Series 2003-C3 (the "Certificates")

     I, ________________ a ____________________ of [NAME OF SPECIAL SERVICER]
("[INSERT SHORT NAME]") on behalf of [INSERT SHORT NAME], as Special Servicer,
hereby certify to [Structured Asset Securities Corporation II (the "Depositor")]
[or, if certifying party is not the Depositor, INSERT NAME OF CERTIFYING PARTY]
and its affiliates, members, managers, directors and officers, to the extent
that the following information is within the Special Servicer's 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 am responsible for reviewing the activities performed by
        the Special Servicer under the pooling and servicing agreement, dated as
        of May 12, 2003, relating to LB-UBS Commercial Mortgage Trust 2003-C3,
        Commercial Mortgage Pass-Through Certificates, Series 2003-C3 (the
        "Pooling and Servicing Agreement"), and, based upon the review performed
        as required under Section 3.13 of the Pooling and Servicing Agreement,
        and except as disclosed on Schedule I hereto, the Special Servicer, to
        my knowledge, has fulfilled its material obligations under the Pooling
        and Servicing Agreement, including the provision of all reports, if any,
        required to be submitted by the Special Servicer to the Master Servicer
        and the Trustee thereunder, and that, to the knowledge of the Special
        Servicer, such reports do not contain any material misstatements or
        omissions; and

                2. I have disclosed to the Special Servicer's certified public
        accountants all significant deficiencies, to my knowledge, relating to
        the compliance by the Special Servicer 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.

     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-1