<PAGE>

                                                                  EXECUTION COPY

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


                     STRUCTURED ASSET SECURITIES CORPORATION
                                    Depositor


                            FIRST UNION NATIONAL BANK
                                 Master Servicer

                                       and

                              LENNAR PARTNERS, INC.
                                Special Servicer


                                       and


                        LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee


                                       and


                               ABN AMRO BANK N.V.
                                  Fiscal Agent


                         POOLING AND SERVICING AGREEMENT


                          Dated as of December 11, 2000


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

                                  $997,179,255
                    LB-UBS Commercial Mortgage Trust 2000-C5

                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2000-C5

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

SECTION 1.01.  Defined Terms...............................................................................5
SECTION 1.02.  General Interpretive Principles............................................................67

                                   ARTICLE II

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

SECTION 2.01.  Creation of Trust; Conveyance of Mortgage Loans............................................68
SECTION 2.02.  Acceptance of Trust Fund by Trustee........................................................70
SECTION 2.03.  Repurchase of Mortgage Loans for Document Defects and Breaches of
                 Representations and Warranties...........................................................71
SECTION 2.04.  Representations, Warranties and Covenants of the Depositor.................................74
SECTION 2.05.  Execution, Authentication and Delivery of Class R-I Certificates; Creation of
                 Loan REMIC Regular Interests.............................................................90
SECTION 2.06.  Conveyance of Loan REMIC Regular Interests; Acceptance of the Loan REMIC by
                 Trustee..................................................................................91
SECTION 2.07.  Execution, Authentication and Delivery of Class R-LR Certificates; Creation of
                 REMIC Regular Interests..................................................................91
SECTION 2.08.  Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee.................91
SECTION 2.09.  Execution, Authentication and Delivery of Class R-II Certificates; Creation of
                 REMIC II Regular Interests...............................................................91
SECTION 2.10.  Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee...............92
SECTION 2.11.  Execution, Authentication and Delivery of REMIC III Certificates...........................92

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.  Administration of the Mortgage Loans.......................................................93
SECTION 3.02.  Collection of Loan Payments................................................................94
SECTION 3.03.  Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                 Reserve Accounts.........................................................................96
SECTION 3.04.  Pool Custodial Account, Defeasance Deposit Account, Collection Account and
                 Interest Reserve Account.................................................................98
SECTION 3.04A. Gallery at Harborplace, Amsdell Portfolio and Park Square Custodial Accounts..............101

                                      -i-

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SECTION 3.05.  Permitted Withdrawals From the Pool Custodial Account, the Collection Account
                 and the Interest Reserve Account........................................................104
SECTION 3.05A. Permitted Withdrawals From the Gallery at Harborplace Custodial Account,
                 Amsdell Portfolio Custodial Account and Park Square Custodial Account...................108
SECTION 3.06.  Investment of Funds in the Servicing Accounts, the Reserve Accounts, the
                 Defeasance Deposit Account, the Custodial Accounts and the REO Accounts.................111
SECTION 3.07.  Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.............113
SECTION 3.08.  Enforcement of Alienation Clauses.........................................................115
SECTION 3.09.  Realization Upon Defaulted Loans; Required Appraisals; Appraisal Reduction
                 Calculation.............................................................................118
SECTION 3.10.  Trustee and Custodian to Cooperate; Release of Mortgage Files.............................122
SECTION 3.11.  Servicing Compensation; Payment of Expenses; Certain Matters Regarding
                 Servicing Advances......................................................................124
SECTION 3.12.  Property Inspections; Collection of Financial Statements; Delivery of Certain
                 Reports.................................................................................129
SECTION 3.12A. Delivery of Certain Reports to the Companion Loan Noteholders.............................130
SECTION 3.12B. Statements to Companion Loan Noteholders..................................................132
SECTION 3.13.  Annual Statement as to Compliance.........................................................133
SECTION 3.14.  Reports by Independent Public Accountants.................................................133
SECTION 3.15.  Access to Certain Information.............................................................134
SECTION 3.16.  Title to REO Property; REO Accounts.......................................................135
SECTION 3.17.  Management of REO Property................................................................136
SECTION 3.17A. Management and Disposition of the Gallery at Harborplace Mortgaged Property,
                 Amsdell Portfolio Mortgaged Property and Park Square Mortgaged Property
                 After Becoming REO Property.............................................................139
SECTION 3.18.  Sale of Mortgage Loans and REO Properties.................................................143
SECTION 3.19.  Additional Obligations of the Master Servicer; the Special Servicer's Right to
                 Request the Master Servicer to Make Servicing Advances..................................146
SECTION 3.20.  Modifications, Waivers, Amendments and Consents...........................................147
SECTION 3.21.  Transfer of Servicing Between Master Servicer and Special Servicer; Record
                 Keeping.................................................................................153
SECTION 3.22.  Sub-Servicing Agreements..................................................................155
SECTION 3.23.  Representations and Warranties of the Master Servicer.....................................157
SECTION 3.24.  Representations and Warranties of the Special Servicer....................................159
SECTION 3.25.  Certain Matters Regarding the Purchase of the Gallery at Harborplace Mortgage
                 Loan, the Amsdell Portfolio Mortgage Loan and the Park Square Mortgage
                 Loan....................................................................................160
SECTION 3.26.  Application of Default Charges............................................................160

                                      -ii-
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                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.  Distributions.............................................................................162
SECTION 4.02.  Statements to Certificateholders; CMSA Loan Periodic Update File..........................173
SECTION 4.03.  Regular P&I Advances......................................................................180
SECTION 4.03A. Regular P&I Advances on the Loan Pairs....................................................181
SECTION 4.04.  Special Cal Fed P&I Advances..............................................................185
SECTION 4.05.  Allocation of Realized Losses and Additional Trust Fund Expenses..........................186
SECTION 4.06.  Calculations..............................................................................187
SECTION 4.07.  Use of Agents.............................................................................188

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.  The Certificates..........................................................................189
SECTION 5.02.  Registration of Transfer and Exchange of Certificates.....................................189
SECTION 5.03.  Book-Entry Certificates...................................................................196
SECTION 5.04.  Mutilated, Destroyed, Lost or Stolen Certificates.........................................198
SECTION 5.05.  Persons Deemed Owners.....................................................................198

                                   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..............................199
SECTION 6.02.  Merger, Consolidation or Conversion of Depositor, Master Servicer or Special
                 Servicer................................................................................199
SECTION 6.03.  Limitation on Liability of Depositor, Master Servicer and Special Servicer................199
SECTION 6.04.  Resignation of Master Servicer and the Special Servicer...................................200
SECTION 6.05.  Rights of Depositor, Trustee and Companion Loan Noteholders in Respect of
                 Master Servicer and the Special Servicer................................................201
SECTION 6.06.  Depositor, Master Servicer and Special Servicer to Cooperate with Trustee.................202
SECTION 6.07.  Depositor, Special Servicer, Trustee and Companion Loan Noteholder to
                 Cooperate with Master Servicer..........................................................202
SECTION 6.08.  Depositor, Master Servicer, Trustee and Companion Loan Noteholder to Cooperate
                 with Special Servicer...................................................................202
SECTION 6.09.  Designation of Special Servicer and Controlling Class Representative by the
                 Controlling Class.......................................................................202

                                     -iii-
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SECTION 6.10.  Master Servicer or Special Servicer as Owner of a Certificate.............................203
SECTION 6.11.  Certain Powers of the Controlling Class Representative....................................204
SECTION 6.11A. Certain Powers of the Companion Loan Noteholders..........................................206

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.  Events of Default.........................................................................210
SECTION 7.02.  Trustee to Act; Appointment of Successor..................................................215
SECTION 7.03.  Notification to Certificateholders........................................................216
SECTION 7.04.  Waiver of Events of Default...............................................................216
SECTION 7.05.  Additional Remedies of Trustee Upon Event of Default......................................217

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01.  Duties of Trustee.........................................................................218
SECTION 8.02.  Certain Matters Affecting Trustee.........................................................219
SECTION 8.03.  Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                 Certificates or Mortgage Loans..........................................................220
SECTION 8.04.  Trustee and Fiscal Agent May Own Certificates.............................................220
SECTION 8.05.  Fees and Expenses of Trustee; Indemnification of and by Trustee...........................221
SECTION 8.06.  Eligibility Requirements for Trustee......................................................221
SECTION 8.07.  Resignation and Removal of Trustee........................................................222
SECTION 8.08.  Successor Trustee.........................................................................223
SECTION 8.09.  Merger or Consolidation of Trustee and Fiscal Agent.......................................224
SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee.............................................224
SECTION 8.11.  Appointment of Custodians.................................................................225
SECTION 8.12.  Appointment of Authenticating Agents......................................................226
SECTION 8.13.  Appointment of Tax Administrators.........................................................226
SECTION 8.14.  Access to Certain Information.............................................................227
SECTION 8.15.  Reports to the Securities and Exchange Commission and Related Reports.....................229
SECTION 8.16.  Representations and Warranties of Trustee.................................................231
SECTION 8.17.  The Fiscal Agent..........................................................................233
SECTION 8.18.  Representations and Warranties of Fiscal Agent............................................234

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01.  Termination Upon Repurchase or Liquidation of All Mortgage Loans..........................236
SECTION 9.02.  Additional Termination Requirements.......................................................243

                                      -iv-
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                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01. REMIC Administration......................................................................245
SECTION 10.02. Grantor Trust Administration..............................................................248

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01. Amendment.................................................................................251
SECTION 11.02. Recordation of Agreement; Counterparts....................................................252
SECTION 11.03. Limitation on Rights of Certificateholders and Companion Loan Noteholders.................253
SECTION 11.04. Governing Law.............................................................................254
SECTION 11.05. Notices...................................................................................254
SECTION 11.06. Severability of Provisions................................................................255
SECTION 11.07. Grant of a Security Interest..............................................................255
SECTION 11.08. Streit Act................................................................................255
SECTION 11.09. Successors and Assigns; Beneficiaries.....................................................256
SECTION 11.10. Article and Section Headings..............................................................256
SECTION 11.11. Notices to Rating Agencies................................................................256
SECTION 11.12. Global Opinions...........................................................................257
SECTION 11.13. Complete Agreement........................................................................258

</TABLE>


                                      -v-
<PAGE>

                             SCHEDULES AND EXHIBITS

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

   I           Mortgage Loan Schedule
  II           Schedule of Exceptions to Mortgage File Delivery
 III           Exceptions to the Representations and Warranties of the Depositor
  IV           Loan REMIC Mortgage Loan

Exhibit No.    Exhibit Description
-----------    -------------------

   A-1         Form of Class [A-1] [A-2] Certificate
   A-2         Form of Class [X] [S] 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] Certificate
   A-5         Form of Class [R-I] [R-II] [R-III] Certificate
    B          Form of Distribution Date Statement
    C          Form of Custodial Certification
   D-1         Form of Master Servicer Request for Release
   D-2         Form of Special Servicer Request for Release
    E          Calculation of Debt Service Coverage Ratios
   F-1         Form of Transferor Certificate for Transfers of Definitive
               Non-Registered Certificates
   F-2A        Form I of Transferee Certificate for Transfers of Definitive
               Non-Registered Certificates
   F-2B        Form II of Transferee Certificate for Transfers of Definitive
               Non-Registered Certificates
   F-2C        Form I of Transferee Certificate for Transfers of Interests in
               Book-Entry Non-Registered Certificates
   F-2D        Form II of Transferee Certificate for Transfers of Interests in
               Book-Entry Non-Registered Certificates
   F-2E        Form of Regulation S Certificate
   G-1         Form I of Transferee Certificate in Connection with ERISA
               (Definitive Non-Registered Certificates)
   G-2         Form II of Transferee Certificate in Connection with ERISA
               (Book-Entry Non-Registered Certificates)
   H-1         Form of Transfer Affidavit and Agreement regarding Residual
               Interest Certificates
   H-2         Form of Transferor Certificate regarding Residual Interest
               Certificates
   I-1         Form of Notice and Acknowledgment
   I-2         Form of Acknowledgment of Proposed Special Servicer
    J          Form of UCC-1 financing statement
    K          Sub-Servicers in respect of which Sub-Servicing Agreements are in
               effect or being negotiated as of the Closing Date
    L          Form of CMSA Loan Periodic Update File
    M          Form of CMSA Property File
    N          Form of CMSA Financial File

                                      -vi-
<PAGE>

Exhibit No.    Exhibit Description

-----------    -------------------
    O          Form of CMSA Loan Set-up File
    P          Form of Comparative Financial Status Report
    Q          Form of REO Status Report
    R          Form of Servicer Watch List
    S          Form of Delinquent Loan Status Report
    T          Form of Historical Loan Modification Report
    U          Form of Historical Liquidation Report
    V          Form of NOI Adjustment Worksheet
    W          Form of Operating Statement Analysis Report
    X          Form of Loan Payoff Notification Report
   Y-1         Form of Information Request/Investor Certification for Website
               Access from Certificate Owner
   Y-2         Form of Information Request/Investor Certification for Website
               Access from Prospective Investor
    Z          Form of Defeasance Certification




                                      -vii-
<PAGE>

     This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of December 11, 2000, among STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor, FIRST UNION NATIONAL BANK, as Master Servicer, LENNAR
PARTNERS, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

     As provided herein, the Trustee will elect to treat the Loan REMIC Mortgage
Loan as the primary asset of a REMIC for federal income tax purposes and such
REMIC will be designated as the "Loan REMIC". The Class R-I Certificates will
represent the sole class of "residual interests" in the Loan REMIC for purposes
of the REMIC Provisions under federal income tax law. The sole Loan REMIC
Regular Interest will relate to the Loan REMIC Mortgage Loan. The Loan REMIC
Regular Interest will: (i) accrue interest at a 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 Loan
REMIC Mortgage Loan. The Legal Final Distribution Date of the Loan REMIC Regular
Interest is the Distribution Date immediately following the second anniversary
of the end of the remaining amortization term (as determined as of the Closing
Date) of the Loan REMIC Mortgage Loan. The Loan REMIC Regular Interest will not
be certificated.

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Mortgage Loans (exclusive of the Loan REMIC Mortgage
Loan and exclusive of any collections of Additional Interest on the ARD Mortgage
Loans after their respective Anticipated Repayment Dates), the Loan REMIC
Regular Interest 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 also represent the
sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions under federal income tax law. A separate REMIC I Regular Interest
will relate to each Mortgage Loan in REMIC I and the Loan REMIC Regular
Interest. The REMIC I Regular Interest that relates to the Loan REMIC Regular
Interest shall also relate to the Loan REMIC Mortgage Loan. Each such REMIC I
Regular Interest will: (i) accrue interest at a per annum rate described in the
definition of "REMIC I Remittance Rate"; and (ii) have an initial Uncertificated
Principal Balance equal to the Cut-off Date Balance of the related Mortgage
Loan. The Legal Final Distribution Date of each of the REMIC I Regular Interests
is the Distribution Date immediately following the second anniversary of the end
of the remaining amortization term (as determined as of the Closing Date) of the
related Mortgage Loan. None of the REMIC I Regular Interests will be
certificated.

     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


<PAGE>

Distribution Date for each REMIC II Regular Interest is the last Rated Final
Distribution Date. None of the REMIC II Regular Interests will be certificated.

                                                       Initial
                              REMIC II             Uncertificated
      Designation         Remittance Rate        Principal Balance
      -----------         ---------------        -----------------
          A-1               Variable (1)            $ 352,757,000
          A-2               Variable (1)            $ 440,000,000
           B                Variable (1)            $  44,873,000
           C                Variable (1)            $  44,873,000
           D                Variable (1)            $  14,958,000
           E                Variable (1)            $   7,479,000
           F                Variable (1)            $  12,464,000
           G                Variable (1)            $   9,972,000
           H                Variable (1)            $  19,944,000
           J                Variable (1)            $   9,972,000
           K                Variable (1)            $   4,985,000
           L                Variable (1)            $   7,479,000
           M                Variable (1)            $   4,986,000
           N                Variable (1)            $   4,986,000
           P                Variable (1)            $   2,493,000
           Q                Variable (1)            $  14,958,255
           S              1.60% per annum           $  60,000,000(2)
      --------------------

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

       (2)  REMIC II Regular Interest S 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 S will be calculated based on its fixed REMIC II
            Remittance Rate and an Uncertificated Notional Amount equal to the
            Uncertificated Principal Balance of the REMIC I Regular Interest
            that relates to the Amsdell Portfolio Mortgage Loan.


                                      -2-
<PAGE>

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

                                                   Initial
         Class                                      Class
      Designation       Pass-Though Rate      Principal Balance
      -----------       ----------------      -----------------
       Class A-1         6.41% per annum         $ 352,757,000
       Class A-2         6.51% per annum         $ 440,000,000
        Class B          6.61% per annum         $  44,873,000
        Class C          6.76% per annum         $  44,873,000
        Class D          6.87% per annum         $  14,958,000
        Class E          7.29% per annum         $   7,479,000
        Class F          7.31% per annum         $  12,464,000
        Class G          7.80% per annum         $   9,972,000
        Class X                (1)               $ 997,179,255(2)
        Class S          1.60% per annum         $  60,000,000(2)
        Class H          6.22% per annum         $  19,944,000
        Class J          6.22% per annum         $   9,972,000
        Class K          6.22% per annum         $   4,985,000
        Class L          6.22% per annum         $   7,479,000
        Class M          6.22% per annum         $   4,986,000
        Class N          6.22% per annum         $   4,986,000
        Class P          6.22% per annum         $   2,493,000
        Class Q          6.22% per annum         $  14,958,255
     ----------------------------

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

     (2) The Class X and S Certificates will not have Class Principal Balances
         and will not entitle their Holders to receive distributions of
         principal. As more specifically provided herein, interest in respect of
         the Class S Certificates will consist of the aggregate amount of
         interest accrued on the respective Component Notional Amounts of such
         Class' Components from time to time. The aggregate of such Component
         Notional Amounts shall be deemed to be the Class Notional Amount of the
         Class X Certificates. As more specifically provided herein, interest in
         respect of the Class S 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 S) and their Class
         Notional Amount from time to time (which will be the same as the
         Uncertificated Notional Amount of REMIC II Regular Interest S from time
         to time).


                                      -3-
<PAGE>

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

     The aggregate Cut-off Date Balance of the Mortgage Loans will be
$997,179,255. The initial aggregate Uncertificated Principal Balance of the
REMIC I Regular Interests, the initial aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests and the initial aggregate Class
Principal Balance of the respective Classes of Regular Interest Certificates
(other than the Class X and Class S Certificates) will in each case be
$997,179,255.

     There exist three mortgage loans, the first in the unpaid principal amount
of $10,500,000 (the "Gallery at Harborplace Companion Loan"), the second in the
unpaid principal amount of $9,928,288 (the "Amsdell Portfolio Companion Loan"),
and the third in the unpaid principal amount of $9,951,585 (the "Park Square
Companion Loan"), that are not part of the Trust Fund and that are each secured
by the same Mortgage as a Mortgage Loan that is part of the Trust Fund. These
Mortgage Loans are identified herein as the "Gallery at Harborplace Mortgage
Loan", the "Amsdell Portfolio Mortgage Loan" and the "Park Square Mortgage
Loan", respectively.

     The Gallery at Harborplace Companion Loan is currently held by LaSalle Bank
National Association, in its capacity as trustee for the registered holders of
the Gallery at Harborplace Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2000-C5C (in such capacity, the "Gallery at Harborplace
Trustee"); the Amsdell Portfolio Companion Loan is currently held by LaSalle
Bank National Association, in its capacity as trustee for the registered holders
of the Amsdell Portfolio Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2000-C5A (in such capacity, the "Amsdell Portfolio
Trustee"); and the Park Square Companion Loan is currently held by LaSalle Bank
National Association, in its capacity as trustee for the registered holders of
the Park Square Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2000-C5B (in such capacity, the "Park Square Trustee").

     As and to the extent provided herein, the Gallery at Harborplace Companion
Loan, the Amsdell Portfolio Companion Loan and the Park Square Companion Loan
will all be serviced and administered in accordance with this Agreement.

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

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



                                      -4-
<PAGE>

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

     SECTION 1.01. Defined Terms.

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

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

     "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect to
any Mortgage Loan (or any successor REO Loan) that accrues interest on an
Actual/360 Basis, for any Interest Accrual Period, an amount of interest equal
to the product of (x) the Mortgage Rate in effect for such Mortgage Loan (or
successor REO Loan) as of the commencement of such Interest Accrual Period
(without regard to any modifications, extensions, waivers or amendments of such
Mortgage Loan subsequent to the Closing Date and, in the case of an ARD Mortgage
Loan (or successor REO Loan) after the related Anticipated Repayment Date, net
of the related Additional Interest Rate), multiplied by (y) a fraction, the
numerator of which is the number of days in such Interest Accrual Period, and
the denominator of which is 360, multiplied by (z) the Stated Principal Balance
of such Mortgage Loan (or successor REO Loan) immediately prior to the
Distribution Date that corresponds to such Interest Accrual Period; provided
that if the subject Interest Accrual Period begins during (i) December of 2000
or December of any year thereafter that does not immediately precede a leap year
or (ii) January of 2001 or January of any year thereafter, then the amount
calculated with respect to such Mortgage Loan (or successor REO Loan) for such
Interest Accrual Period without regard to this proviso, shall be decreased by
the Interest Reserve Amount, if any, transferred from the Collection Account to
the Interest Reserve Account in the following calendar month in accordance with
Section 3.04(c) with respect to such Mortgage Loan (or successor REO Loan); and
provided, further, that if the subject Interest Accrual Period begins during
February of 2001 or February of any year thereafter, then the amount calculated
with respect to such Mortgage Loan (or successor REO Loan) for such Interest
Accrual Period without regard to this proviso, shall be increased by the
Interest Reserve Amount(s), if any, transferred from the Interest Reserve
Account to the Collection Account in the following calendar month in accordance
with Section 3.05(c) with respect to such Mortgage Loan (or successor REO Loan).

     "Administrative Cost Rate" shall mean, with respect to each Mortgage Loan,
(or successor REO Loan), the rate per annum designated as the "Administrative
Cost Rate" on the Mortgage Loan Schedule. The Administrative Cost Rate for each
Mortgage Loan (or successor REO Loan) is equal to the sum of the related Master
Servicing Fee Rate and the Trustee Fee Rate.

                                      -6-
<PAGE>

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

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

     "Adverse Rating Event" shall mean, with respect to any Class of
Certificates (or, for so long as any particular Companion Loan is serviced and
administered hereunder, with respect to any class of securities backed by such
Companion Loan), as of any date of determination, the qualification, downgrade
or withdrawal of any rating then assigned to such Class of Certificates (or
class of securities backed by such Companion Loan) by either Rating Agency.

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

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

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

     "Amsdell Portfolio Co-Lender and Servicing Agreement" shall mean the
Co-Lender and Servicing Agreement, dated as of December 1, 2000, among the
Amsdell Portfolio Noteholders, First Union as master servicer, and LaSalle as
custodian.

     "Amsdell Portfolio Companion Loan" shall have the meaning assigned thereto
in the Preliminary Statement.

     "Amsdell Portfolio 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 Amsdell Portfolio Noteholders, which shall be entitled "[NAME
OF MASTER SERVICER], as Master Servicer, in trust for [NAMES OF AMSDELL
PORTFOLIO NOTEHOLDERS], as their interests may appear".

     "Amsdell Portfolio Fiscal Agent" shall mean ABN AMRO, in its capacity as
fiscal agent under that certain Trust Agreement, dated as of December 21, 2000,
among Structured Asset Securities Corporation as depositor, LaSalle as trustee
and ABN AMRO as fiscal agent.

     "Amsdell Portfolio Loan Pair" shall mean, collectively, the Amsdell
Portfolio Mortgage Loan and the Amsdell Portfolio Companion Loan (and any
successor REO Loans).


                                      -7-
<PAGE>

     "Amsdell Portfolio Mortgaged Property" shall mean, collectively, the
self-storage facilities identified on the Mortgage Loan Schedule as the Amsdell
Portfolio.

     "Amsdell Portfolio Mortgage Loan" shall mean the Mortgage Loan identified
on the Mortgage Loan Schedule by mortgage loan number 3, which Mortgage Loan is,
together with the Amsdell Portfolio Companion Loan, secured by a Mortgage on the
Amsdell Portfolio Mortgaged Property.

     "Amsdell Portfolio Noteholders" shall mean, collectively, the holder of the
Mortgage Note for the Amsdell Portfolio Mortgage Loan and the holder of the
Mortgage Note for the Amsdell Portfolio Companion Loan.

     "Amsdell Portfolio 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 Amsdell Portfolio Noteholders, which shall be entitled "[NAME
OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF AMSDELL
PORTFOLIO NOTEHOLDERS], as their interests may appear".

     "Amsdell Portfolio Remittance Date" shall mean the "Remittance Date" under
the Amsdell Portfolio Co-Lender and Servicing Agreement.

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

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

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

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

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

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

     "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated as of each Determination Date for so long
as the subject Mortgage Loan (or any successor REO Loan) or Loan Pair
constitutes a Required Appraisal Loan, beginning with the Determination Date
immediately following the later of the date on which the subject Mortgage Loan
or Loan Pair became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained) equal to the excess, if any, of: (a)
the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid
interest on such Required Appraisal Loan through the most recent Due Date prior
to the date of calculation (exclusive of any portion thereof

                                      -8-
<PAGE>

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 (other than, in the
case of the Cal Fed Mortgage Loan, Cal Fed Special P&I Advances) payable to) the
Master Servicer, the Special Servicer, the Trustee and/or the Fiscal Agent with
respect to such Required Appraisal Loan, (v) any other unpaid Additional Trust
Fund Expenses in respect of such Required Appraisal Loan, and (vi) all currently
due and unpaid real estate taxes and assessments, insurance premiums and, if
applicable, ground rents, and any unfunded improvement or other applicable
reserves, in respect of the related Mortgaged Property (in each case, net of any
amounts escrowed for such items); over (b) the Required Appraisal Value.

     Notwithstanding the foregoing, if (i) any Mortgage Loan or Loan Pair
becomes a Required Appraisal Loan, (ii) either (A) no Required Appraisal or
update thereof has been obtained or conducted, as applicable in accordance with
Section 3.09(a), with respect to the related Mortgaged Property during the
12-month period prior to the date such Mortgage Loan or Loan Pair became a
Required Appraisal Loan or (B) there shall have occurred since the date of the
most recent Required Appraisal or update thereof a material change in the
circumstances surrounding the related Mortgaged Property that would, in the
Special Servicer's judgment, materially affect the value of the related
Mortgaged Property, and (iii) no new Required Appraisal is obtained or
conducted, as applicable in accordance with Section 3.09(a), within 60 days
after such Mortgage Loan or Loan Pair became a Required Appraisal Loan, then (x)
until such new Required Appraisal is obtained or conducted, as applicable in
accordance with Section 3.09(a), the Appraisal Reduction Amount shall equal 25%
of the Stated Principal Balance of such Required Appraisal Loan, and (y) upon
receipt or performance, as applicable in accordance with Section 3.09(a), of
such Required Appraisal or update thereof by the Special Servicer, the Appraisal
Reduction Amount for such Required Appraisal Loan shall be recalculated in
accordance with the preceding sentence of this definition. For purposes of this
definition, each Required Appraisal Loan or Loan Pair that is part of a
Cross-Collateralized Group shall be treated separately for the purposes of
calculating any Appraisal Reduction Amount.

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

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

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


                                      -9-
<PAGE>

     "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 or Companion Loan.

     "Assumed Required Debt Service Payment" shall mean: (a) with respect to any
Balloon Mortgage Loan delinquent in respect of its Balloon Payment, for each Due
Date coinciding with or following its Stated Maturity Date as of which such
Mortgage Loan remains outstanding and part of the Trust Fund (provided that such
Mortgage Loan was not paid in full, and no other Liquidation Event occurred in
respect thereof, before the end of the Collection Period in which the related
Stated Maturity Date occurs), the scheduled payment of principal and/or interest
deemed to be due in respect of such Mortgage Loan on such Due Date equal to the
amount that would have been due in respect thereof on such Due Date if such
Mortgage Loan had been required to continue to accrue interest (other than
Default Interest) in accordance with its terms, and to pay principal in
accordance with the amortization schedule (if any) in effect immediately prior
to, and without regard to the occurrence of, the related Stated Maturity Date;
and (b) with respect to any REO Loan, for any Due Date as of which the related
REO Property remains part of the Trust Fund, the scheduled payment of principal
and/or interest deemed to be due in respect thereof on such Due Date equal to
the Required Debt Service Payment (or, in the case of a Balloon Mortgage Loan
described in clause (a) of this definition, the Assumed Required Debt Service
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 Loan (provided that, in the case
of any REO Loan deemed outstanding with respect to the Cal Fed Mortgaged
Property, the Assumed Required Debt Service Payment shall be deemed to be an
amount equal to $502,091.64 and shall be deemed payable on the first day of each
month).

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

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

     "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without duplication, of (i)
the aggregate amount of all payments and other collections on or with respect to
the Mortgage Loans and any REO Properties that (A) were received as of the close
of business on the immediately preceding Determination Date and (B) are on
deposit in the Collection Account as of 12:00 noon (New York City time) on such
Distribution Date, (ii) the aggregate amount of any Net Regular P&I Advances
made on the Cal Fed Mortgage Loan and the amount of any Regular P&I Advances
made on the rest of the Mortgage Pool by the Master Servicer, the Trustee and/or
the Fiscal Agent for distribution on the Certificates on such Distribution Date
pursuant to Section 4.03 and, in the case of the Gallery at Harborplace Mortgage
Loan, the Amsdell Portfolio Mortgage Loan or the Park Square Mortgage Loan,
Section 4.03A, (iii) any Cal Fed Special P&I Advance made by the Master
Servicer, the Trustee and/or the Fiscal Agent for distribution on the
Certificates on such Distribution Date pursuant to Section 4.03B, (iv) the
aggregate amount deposited by the Master Servicer in the Collection Account for
such Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
Interest Shortfalls, and (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 2001 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 Loans for distribution on such
Distribution

                                      -10-
<PAGE>

Date; net of (b) the portion of the aggregate amount described in clause (a) of
this definition that represents one or more of the following -- (i) collected
Required Debt Service Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any amounts payable or reimbursable to any
Person from the Collection Account pursuant to clauses (ii), (iii) (iv), (v)
and/or (vi) of Section 3.05(b), (iii) (A) Prepayment Premiums, Yield Maintenance
Charges and/or Additional Interest and/or (B) any yield maintenance payment made
by the UBS Mortgage Loan Seller in connection with a repurchase of the Loan
REMIC Mortgage Loan as contemplated by Section 2.03(d), (iv) if such
Distribution Date occurs during January of 2001 or January of any year
thereafter that is not a leap year or during February of 2001 or February of any
year thereafter, the Interest Reserve Amounts with respect to the Interest
Reserve Loans to be withdrawn from the Collection Account and deposited into the
Interest Reserve Account in respect of such Distribution Date and held for
future distribution, all pursuant to Section 3.04(c), and (v) any amounts
deposited in the Collection Account in error.

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

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

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

     "Book-Entry Certificate" shall mean any Certificate registered in the name
of the Depository or its nominee, including any Rule 144A/IAI Global Certificate
in respect of the Class X, Class S, Class H or Class J Certificates and any
Regulation S Permanent Global Certificate or Regulation S Temporary Global
Certificate in respect of the Class H or Class J Certificates.

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

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

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

     "Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, in any of the cities in
which the Corporate Trust Office of

                                      -11-
<PAGE>

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.

     "Cal Fed Mortgage Loan" shall mean the Mortgage Loan identified on the
Mortgage Loan Schedule by mortgage loan number 7.

     "Cal Fed Mortgaged Property" shall mean the Mortgaged Property identified
on the Mortgage Loan Schedule as "Cal Fed."

     "Cal Fed Required Debt Service Payment" shall mean, with respect to the Cal
Fed Mortgage Loan, as of any Due Date, the scheduled quarterly payment of
principal and/or interest on such Mortgage Loan that is actually payable by the
related Mortgagor from time to time under the terms of the related Mortgage Note
(as such terms may be changed or modified in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or by reason of a
modification, extension, waiver or amendment granted or agreed to by the Special
Servicer pursuant to Section 3.20).

     "Cal Fed Special P&I Advance" shall mean any P&I Advance made by the Master
Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.03B hereof.

     "Cal Fed Special P&I Advance Additional Compensation Amount" shall mean,
for so long as Cal Fed Special P&I Advances are being made hereunder, that
portion, if any, of any Cal Fed Required Debt Service Payment collected, or any
Regular P&I Advance made, with respect to the Cal Fed Mortgage Loan that is in
excess of $1,506,274.92; provided that the Cal Fed Special P&I Advance
Additional Compensation Amount in respect of the Cal Fed Required Debt Service
Payment due in February 2001 shall be $7,879.32.

     "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
2000-C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

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

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

                                      -12-
<PAGE>

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

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

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

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

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

     "Certificateholder Reports" shall mean, collectively, the Distribution Date
Statement, the CMSA Loan Periodic Update File, the CMSA Property File, the CMSA
Financial File, the Mortgage Pool Data Update Report, the Delinquent Loan Status
Report, the Historical Liquidation Report, the Historical Loan Modification
Report, the REO Status Report, the Servicer Watch List, the Loan Payoff
Notification Report and the Comparative Financial Status Report.

     "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 and Class A-2 Certificates.

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

                                      -13-
<PAGE>

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

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

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

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

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

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

                                      -14-
<PAGE>

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

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

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

     "Class Notional Amount" shall mean, the aggregate notional amount of any
Class of Interest Only Certificates outstanding as of any date of determination,
which aggregate notional amount shall equal: (a) in the case of the Class X
Certificates, the then aggregate of the Component Notional Amounts of all the
Components of the Class X Certificates; and (b) in the case of the Class S
Certificates, the then aggregate Uncertificated Notional Amount of REMIC II
Regular Interest S.

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

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

     "Class Q Certificate" shall mean any of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing (i) a portion of a class of "regular interests"
in REMIC III for purposes of the REMIC Provisions and (ii) a pro rata undivided
interest in the portion of the Grantor Trust Assets consisting of Additional
Interest collected with respect to the ARD Mortgage Loans and any successor REO
Loans.

     "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 each of REMIC I and the Loan REMIC 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.

                                      -15-
<PAGE>

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

     "Class S Certificate" shall mean any one of the Certificates with a "Class
S" 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 Certificate" shall mean any one of the Certificates with a "Class
X" designation on the face thereof, substantially in the form of Exhibit A-2
attached hereto, and evidencing (i) a portion of each of the Components, each of
which Components shall constitute a separate "regular interest" in REMIC III for
purposes of the REMIC Provisions and (ii) a pro rata undivided interest in the
portion of the Grantor Trust Assets consisting of any yield maintenance payment
made by the UBS Mortgage Loan Seller in connection with a repurchase of the Loan
REMIC Mortgage Loan as contemplated by Section 2.03(d).

     "Clearstream" shall mean Clearstream International or any successor.

     "Closing Date" shall mean December 21, 2000.

     "CMSA" shall mean the Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto.

     "CMSA Financial File" shall mean the monthly report in the "CMSA Financial
File" format containing substantially the information called for in such format
for the Mortgaged Properties, which report shall be substantially in the form
attached hereto as Exhibit N or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally. The initial data for this report
shall be provided by the Depositor.

     "CMSA Loan Periodic Update File" shall mean the monthly report in the "CMSA
Loan Periodic Update File" format containing substantially the information
called for in such format for the Mortgage Loans and the Companion Loans, which
report shall be substantially in the form attached hereto as Exhibit L or such
other form for the presentation of such information as may from time to time be
recommended by the CMSA for commercial mortgage securities transactions
generally. The initial data for this report shall be provided by the Depositor.

     "CMSA Loan Set-Up File" shall mean the monthly report containing the
information called for in the form attached hereto as Exhibit O, which report
shall be in the form of such Exhibit O or such other form for the presentation
of such information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally.

     "CMSA Property File" shall mean the monthly report in the "CMSA Property
File" format containing substantially the information called for in such format
for the Mortgaged Properties, which report shall be substantially in the form
attached hereto as Exhibit M or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for

                                      -16-
<PAGE>

commercial mortgage securities transactions generally. The initial data for this
report shall be provided by the Depositor.

     "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 and Servicing Agreement" shall mean any of the Gallery at
Harborplace Co-Lender and Servicing Agreement, the Amsdell Portfolio Co-Lender
and Servicing Agreement or the Park Square Co-Lender and Servicing 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 2000-C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5".

     "Collection Period" shall mean, with respect to any Distribution Date or
Master Servicer Remittance Date and any Mortgage Loan, the period commencing on
the day immediately following the Determination Date for such Mortgage Loan 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 for such Mortgage Loan 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.

     "Companion Loan" shall mean each of the Gallery at Harborplace Companion
Loan and the Amsdell Portfolio Companion Loan and the Park Square Companion
Loan.

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

     "Comparative Financial Status Report" shall mean a report substantially the
form of Exhibit P attached and including, among other things, (a) the occupancy
and Debt Service Coverage Ratio for each Mortgage Loan and Loan Pair or the
related Mortgaged Property, as applicable, as of the last day of the calendar
month immediately preceding the month in which such report is prepared, and (b)
the revenue and net operating income or net cash flow for each of the following
periods (to the extent such information is available); (i) the most current
available year to date, (ii) each of the previous two fiscal years and (iii) the
"base year" (representing the original analysis of information used as of the
Cut-off Date).

     "Component" shall mean any of the following sixteen components of the Class
X Certificates: Component X-A-1, Component X-A-2, Component X-B, Component X-C,
Component X-

                                      -17-
<PAGE>

D, Component X-E, Component X-F, Component X-G, Component X-H, Component X-J,
Component X-K, Component X-L, Component X-M, Component X-N, Component X-P and
Component X-Q , each constituting a separate "regular interest" in REMIC III for
purposes of the REMIC Provisions. Such Components are collectively evidenced by
the Class X Certificates.

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

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

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

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

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

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

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

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

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

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

                                      -18-
<PAGE>

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

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

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

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

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

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

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

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

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

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

     "Corporate Trust Office" shall mean the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be

                                      -19-
<PAGE>

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 2000-C5.

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

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

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

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

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

     "Custodial Account" shall mean any of the Pool Custodial Account, the
Gallery at Harborplace Custodial Account, the Amsdell Portfolio Custodial
Account or the Park Square 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 December 11, 2000.

     "Cut-off Date Balance" shall mean: (a) with respect to any Mortgage Loan
(other than the Cal Fed Mortgage Loan) or Companion Loan, the outstanding
principal balance of such Mortgage Loan or Companion Loan, as the case may be,
as of the Cut-off Date, net of all unpaid payments of principal due in respect
thereof on or before such date; and (b) with respect to the Cal Fed Mortgage
Loan, the amount set forth as the cut-off date balance thereof on the Mortgage
Loan Schedule.

     "Debt Service Coverage Ratio" shall have the meaning assigned thereto in,
and be determined in accordance with, the provisions of Exhibit E attached
hereto.


                                      -20-
<PAGE>

     "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 REO Loan.

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

     "Defaulted Mortgage Loan" shall mean a Specially Serviced Loan (i) that is
delinquent in an amount equal to at least two Required Debt Service Payments
(not including the Balloon Payment) or is delinquent thirty days or more in
respect of its Balloon Payment, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or
Mortgage Note and without regard to any acceleration of payments under the
related Mortgage and Mortgage Note, or (ii) as to which the Master Servicer or
the Special Servicer has, by written notice to the related Mortgagor,
accelerated the maturity of the indebtedness evidenced by the related Mortgage
Note; provided that "Defaulted Mortgage Loan" shall, in no event, mean a
Companion Loan.

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

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

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

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

     "Delinquent Loan Status Report" shall mean a report containing
substantially the information described in Exhibit S attached hereto and
including, among other things, each Mortgage Loan and Companion Loan which, as
of the close of business on the Determination Date occurring prior to the
delivery of such report, was (1) delinquent 30-59 days, (2) delinquent 60-89
days, (3) delinquent 90 days or more, (4) current but specially serviced or (5)
in foreclosure but not yet REO Property, and which report shall, as the Master
Servicer or the Special Servicer deem advisable in their respective

                                      -21-
<PAGE>

discretions (exercised in accordance with the Servicing Standard), include such
additional commentary in respect of each such Mortgage Loan or Companion Loan,
such as whether the related Mortgagor has filed for bankruptcy or similar
protection.

     "Depositor" shall mean SASCO.

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

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

     "Determination Date" shall mean the 11th calendar day of each month (or, if
such 11th day is not a Business Day, the Business Day immediately following),
commencing in January 2001, provided that the Determination Date with respect to
each of the Gallery at Harborplace Mortgage Loan, the Amsdell Portfolio Mortgage
Loan and the Park Square Mortgage Loan and the related Companion Loans (or, in
any such case, a successor REO Loan), for any Distribution Date, shall be the
first Business Day of the month in which such Distribution Date occurs.
References in this Agreement to "Determination Date" are to the applicable
Determination Date for each Mortgage Loan and Companion Loan (or successor REO
Loan) and each Distribution Date. References in this Agreement to "Determination
Date" in the context of the making of determinations by, and the preparation of
reports and other information by, the Master Servicer or the Special Servicer in
respect of the Mortgage Loans on other than a single loan-specific basis are to
the Determination Date that is the 11th calendar day of each month (or the
following Business Day, if such 11th calendar day is not a Business Day).

     "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 Loan REMIC) other than through an Independent Contractor; provided,
however, that the Trustee (or the Special Servicer or any Sub-Servicer on behalf
of the Trustee) shall not be considered to Directly Operate an REO Property
solely because the Trustee (or the Special Servicer or any Sub-Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.

     "Discount Rate" shall mean, with respect to any prepaid Mortgage Loan or
REO Loan (other than an REO Loan that was previously a Companion Loan), for
purposes of allocating any Prepayment Premium or Yield Maintenance Charge
received thereon or with respect thereto among the respective Classes of the
Principal Balance Certificates (other than any Excluded Class thereof), a rate
equal to the yield (when compounded monthly) on the U.S. Treasury issue (primary
issue) with a

                                      -22-
<PAGE>

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

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

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

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

     "Distributable Certificate Interest" shall mean, with respect to any Class
of Regular Interest Certificates for any Distribution Date, an amount of
interest equal to the amount of Accrued Certificate Interest in respect of such
Class of Certificates for the related Interest Accrual Period, reduced (to not
less than zero) by that portion, if any, of the Net Aggregate Prepayment
Interest Shortfall for such Distribution Date allocated to such Class of
Certificates as provided below. The Net Aggregate Prepayment Interest Shortfall,
if any, for each Distribution Date shall be allocated to the respective Classes
of Regular Interest Certificates on such Distribution Date as follows: first, to
the respective Classes of Regular Interest Certificates (other than the Senior
Certificates), sequentially in reverse

                                      -23-
<PAGE>

alphabetical order of Class designation, in each case up to an amount equal to
the lesser of any remaining unallocated portion of such Net Aggregate Prepayment
Interest Shortfall and the amount of any Accrued Certificate Interest in respect
of the particular Class of Certificates for the related Interest Accrual Period;
and, thereafter, if and to the extent that any portion of such Net Aggregate
Prepayment Interest Shortfall remains unallocated, among the respective Classes
of Senior Certificates, up to, and pro rata in accordance with, the respective
amounts of Accrued Certificate Interest for each such Class of Senior
Certificates for the related Interest Accrual Period.

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

     "Distribution Date" shall mean the date each month, commencing in January
2001, on which, among other things, the Trustee is to make distributions on the
Certificates, which date shall be the fourth Business Day following the 11th
calendar day of each month (or, if such 11th calendar day is not a Business Day,
the fifth Business Day following.

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

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

     "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated "Aa3" by
Moody's (if then rated by Moody's, and if not then rated by Moody's, then an
equivalent rating by at least one nationally recognized statistical rating
agency besides S&P) and "A+" by S&P (or, in the case of either Rating Agency, so
long as the account does not relate solely to any Loan Pair, such lower rating
as will not result in an Adverse Rating Event, as evidenced in writing by such
Rating Agency) at any time such funds are on deposit therein (if such funds are
to be held for more

                                      -24-
<PAGE>

than 30 days), or the short-term deposits of which are rated "P-1" by Moody's
(if then rated by Moody's, and if not then rated by Moody's, then an equivalent
rating by at least one nationally recognized statistical rating agency besides
S&P) and "A-1" by S&P (or, in the case of either Rating Agency, so long as the
account does not relate solely to any Loan Pair, such lower rating as will not
result in an Adverse Rating Event, as evidenced in writing by such Rating
Agency) at any time such funds are on deposit therein (if such funds are to be
held for 30 days or less); or (ii) a segregated trust account maintained with a
federal or state chartered depository institution or trust company acting in its
fiduciary capacity, which has a combined capital and surplus of at least
$50,000,000, is subject to supervision or examination by federal or state
authority and, in the case of a state chartered depository institution or trust
company, is subject to regulations regarding fiduciary funds on deposit therein
substantially similar to 12 CFR ? 9.10(b); or (iii) so long as the account does
not relate solely to any Loan Pair, any other account, the use of which would
not, in and of itself, cause an Adverse Rating Event, as confirmed in writing by
each Rating Agency.

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

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

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

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

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

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

     "Exemption-Favored Party" shall mean any of (i) Lehman Brothers, UBS
Warburg LLC or Deutsche Bank Securities Inc., (ii) any Person directly or
indirectly, through one or more intermediaries, controlling, controlled by or
under common control with Lehman Brothers, UBS Warburg LLC or Deutsche Bank
Securities Inc. 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.

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

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

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

                                      -25-
<PAGE>

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

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

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

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

     "Gallery at Harborplace Co-Lender and Servicing Agreement" shall mean the
Co-Lender and Servicing Agreement, dated as of December 1, 2000, among the
Gallery at Harborplace Noteholders, First Union as master servicer, and LaSalle
as custodian.

     "Gallery at Harborplace Companion Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

     "Gallery at Harborplace 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 Gallery at Harborplace Noteholders, which shall
be entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAMES
OF GALLERY AT HARBORPLACE NOTEHOLDERS], as their interests may appear".

     "Gallery at Harborplace Fiscal Agent" shall mean ABN AMRO, in its capacity
as fiscal agent under that certain Trust Agreement, dated as of December 21,
2000, among Structured Asset Securities Corporation as depositor, LaSalle as
trustee, and ABN AMRO as fiscal agent.

     "Gallery at Harborplace Loan Pair" shall mean, collectively, the Gallery at
Harborplace Mortgage Loan and the Gallery at Harborplace Companion Loan (and any
successor REO Loans).

                                      -26-
<PAGE>

     "Gallery at Harborplace Mortgaged Property" shall mean the retail property
identified on the Mortgage Loan Schedule as Gallery at Harborplace.

     "Gallery at Harborplace Mortgage Loan" shall mean the Mortgage Loan
identified on the Mortgage Loan Schedule by mortgage loan number 1, which
Mortgage Loan is, together with the Gallery at Harborplace Companion Loan,
secured by a Mortgage on the Gallery at Harborplace Mortgage Property.

     "Gallery at Harborplace Noteholders" shall mean, collectively, the holder
of the Mortgage Note for the Gallery at Harborplace Mortgage Loan and the holder
of the Mortgage Note for the Gallery at Harborplace Companion Loan.

     "Gallery at Harborplace 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 Gallery at Harborplace Noteholders, which shall be entitled
"[NAME OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES OF GALLERY
AT HARBORPLACE NOTEHOLDERS], as their interests may appear".

     "Gallery at Harborplace Remittance Date" shall mean the "Remittance Date"
under the Gallery at Harborplace Co-Lender and Servicing Agreement.

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


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

     "Gallery at Harborplace Trustee" shall have the meaning assigned thereto in
the Preliminary Statement.

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

     "Government Securities" shall mean "Government Securities" as defined in
Section 2(a)(16) of the Investment Company Act of 1940 that (except in the case
of direct, non-callable United States Treasury obligations) have been approved
by the Rating Agencies 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 (i) any Additional Interest collected
with respect to an ARD Mortgage Loan after its Anticipated Repayment Date and
(ii) any yield maintenance payment made by the UBS Mortgage Loan Seller in
connection with a repurchase of the Loan REMIC Mortgage Loan as contemplated by
Section 2.03(d).

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

                                      -27-
<PAGE>

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

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

     "Historical Liquidation Report" shall mean a report containing
substantially the information described in Exhibit U attached hereto, and
setting forth with respect to the Mortgage Loans and the Companion Loans, among
other things, as of the close of business on the Determination Date immediately
preceding the preparation of such report, (i) the aggregate amount of
Liquidation Proceeds and expenses relating to each Final Recovery Determination
made, both during the Collection Period ending on such Determination Date and
historically, and (ii) the amount of Realized Losses occurring during such
Collection Period and historically, set forth on a loan-by-loan basis.

     "Historical Loan Modification Report" shall mean a report containing
substantially the information described in Exhibit T attached hereto, and
setting forth, among other things, those Mortgage Loans and Companion Loans
which, as of the close of business on the Determination Date immediately
preceding the preparation of such report, have been modified pursuant to this
Agreement (i) during the Collection Period ending on such Determination Date and
(ii) since the Cut-off Date, showing the original and the revised terms thereof.

     "Holder" shall mean a Certificateholder.

     "HUD-Approved Servicer" shall mean a servicer that is a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to Sections 203, 207
and 211 of the National Housing Act.

     "Independent" shall mean, when used with respect to any specified Person,
any such Person who (i) is in fact independent of the Depositor, each Mortgage
Loan Seller, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, each Companion Loan Noteholder and any and all Affiliates
thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of the Depositor, either Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Controlling Class
Certificateholder, any Companion 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
Companion Loan Noteholder or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor, a Mortgage Loan Seller, the Master Servicer, the Special
Servicer, a Controlling Class Certificateholder, a Companion Loan Noteholder or
any Affiliate thereof merely because such Person is the beneficial owner of 1%
or less of any class of securities issued by the Depositor, such Mortgage Loan
Seller, the Master Servicer, the Special Servicer, such Controlling Class
Certificateholder, such Companion Loan Noteholder or any Affiliate thereof, as
the case may be.

                                      -28-
<PAGE>

     "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
the Loan REMIC Mortgage Loan, the Loan REMIC) within the meaning of Section
856(d)(3) of the Code if REMIC I (or, if applicable, the 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 Companion Loan Noteholder)), provided that (i) such
REMIC Pool does not receive or derive any income from such Person and (ii) the
relationship between such Person and such REMIC Pool is at arm's length, all
within the meaning of Treasury regulations Section 1.856-4(b)(5); or (b) any
other Person upon receipt by the Trustee (and, if a Loan Pair is affected, the
related Companion Loan Noteholder) of an Opinion of Counsel, which shall be at
no expense to the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund, to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor, will not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code, 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.

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

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

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

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

                                      -29-
<PAGE>

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

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

     "Interest Only Certificate" shall mean any Class S or Class X Certificate.

     "Interest Reserve Account" shall mean the segregated 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 2000-C5, Commercial Mortgage
Pass-Through Certificates, Series 2000-C5".

     "Interest Reserve Amount" shall mean, with respect to any Interest Reserve
Loan, for any Distribution Date that occurs during February of 2001 or February
of any year thereafter or during January of 2001 or January of any year
thereafter that is not a leap year, an amount equal to one day's interest
accrued at the related Mortgage Rate (net of the related Additional Interest
Rate in the case of an ARD Loan after the related Anticipated Repayment Date) on
the related Stated Principal Balance as of the Due Date in the month in which
such Distribution Date occurs (but prior to the application of any amounts due
on such Due Date), to the extent that a Required Debt Service Payment is
received in respect thereof for such Due Date as of the related Determination
Date or a Regular P&I Advance is made in respect thereof for such Due Date on
the related P&I Advance Date.

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

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

     "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 or
Companion Loan, all amounts received thereon during any Collection Period,
whether as payments, Insurance Proceeds, Liquidation Proceeds or otherwise,
which represent late collections of the principal and/or interest portions of a
Required Debt Service Payment (other than a Balloon

                                      -30-
<PAGE>

Payment) or an Assumed Required Debt Service Payment in respect of such Mortgage
Loan or Companion Loan, as the case may be, due or deemed due on a Due Date in a
previous Collection Period, or on a Due Date coinciding with or preceding the
Cut-off Date, and not previously recovered; and (b) with respect to any REO
Loan, all amounts received in connection with the related REO Property during
any Collection Period, whether as Insurance Proceeds, Liquidation Proceeds, REO
Revenues or otherwise, which represent late collections of the principal and/or
interest portions of a Required Debt Service Payment (other than a Balloon
Payment) or an Assumed Required Debt Service Payment in respect of the
predecessor Mortgage Loan or Companion Loan, or the principal and/or interest
portions of an Assumed Required Debt Service Payment in respect of such REO
Loan, due or deemed due on a Due Date in a previous Collection Period and not
previously recovered; and (c) with respect to the Cal Fed Mortgage Loan, and
notwithstanding that they may not be delinquent, any amounts which represent
collections of the principal and/or interest portions of a Required Debt Service
Payment with respect to the Cal Fed Mortgage Loan and as to which there are
outstanding Cal Fed Special P&I Advances.

     "Lehman/Depositor Mortgage Loan Purchase Agreement" shall mean that certain
Mortgage Loan Purchase Agreement dated as of December 14, 2000, between the
Lehman Mortgage Loan Seller and the Depositor.

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

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

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

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

     "Liquidation Event" shall mean: (a) with respect to any Mortgage Loan or
Companion Loan, any of the following events-- (i) such Mortgage Loan or
Companion Loan, as the case may be, is paid in full, (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan or Companion Loan, as
the case may be, (iii) such Mortgage Loan is repurchased by the Depositor
pursuant to Section 2.03(a) or by the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, (iv) such Mortgage Loan is
purchased by a Controlling Class Certificateholder pursuant to Section 3.18(b),
by the Master Servicer or the Special Servicer pursuant to Section 3.18(c), or
by the Depositor, the Master Servicer, the Special Servicer, Lehman Brothers or
a Controlling Class Certificateholder pursuant to Section 9.01, or (v) in the
case of each of the Gallery at Harborplace Mortgage Loan, the Amsdell Portfolio
Mortgage Loan and the Park Square Mortgage Loan, such Mortgage Loan is purchased
by or through the related Companion Loan Noteholder pursuant to the related
Co-Lender and Servicing Agreement; and (b) with respect to any REO Property (and
the related REO Loan), any of the following events -- (i) a Final Recovery
Determination is made with respect to such REO Property, or (ii) such REO
Property is purchased by the Depositor, the Master Servicer, the Special
Servicer, Lehman Brothers or a Controlling Class Certificateholder pursuant to
Section 9.01.

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

                                      -31-
<PAGE>

Mortgage Loan in connection with the related Mortgagor's early exercise of its
right to defease such Mortgage Loan)), (ii) purchased by a Controlling Class
Certificateholder pursuant to Section 3.18(b), (iii) purchased by the Master
Servicer or the Special Servicer pursuant to Section 3.18(c), (iv) purchased by
the Depositor, the Master Servicer, the Special Servicer, Lehman Brothers or a
Controlling Class Certificateholder pursuant to Section 9.01), or (v) purchased
by or through the related Companion Loan Noteholder pursuant to the related
Co-Lender and Servicing Agreement), the fee designated as such and payable to
the Special Servicer pursuant to Section 3.11(c).

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

     "Liquidation Proceeds" shall mean all cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors,
as the case may be, and the terms of the related Mortgage; (ii) the full or
partial liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Mortgage Loan or Companion Loan, through trustee's
sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion
thereof required to be released to the related Mortgagor in accordance with
applicable law and the terms and conditions of the related Mortgage Note and
Mortgage; (iii) the realization upon any deficiency judgment obtained against a
Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan by a Controlling Class
Certificateholder pursuant to Section 3.18(b) or by the Master Servicer or the
Special Servicer pursuant to Section 3.18(c) or any other sale thereof pursuant
to Section 3.18(d); (v) the repurchase of a Mortgage Loan by the Depositor
pursuant to Section 2.03(a) or by the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement; (vi) the purchase of a Mortgage
Loan or REO Property by the Depositor, the Master Servicer, the Special
Servicer, Lehman Brothers or a Controlling Class Certificateholder pursuant to
Section 9.01; or (vii) in the case of each of the Gallery at Harborplace
Mortgage Loan, the Amsdell Portfolio Mortgage Loan and the Park Square Mortgage
Loan, the purchase of such Mortgage Loan by or through the related Companion
Loan Noteholder pursuant to the related Co-Lender and Servicing Agreement.

     "Loan Pair" shall mean any of the Gallery at Harborplace Loan Pair, the
Amsdell Portfolio Loan Pair and the Park Square Loan Pair.

     "Loan Pair Remittance Date": shall mean any of the Gallery at Harborplace
Remittance Date, the Amsdell Portfolio Remittance Date and the Park Square
Remittance Date.

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

                                      -32-
<PAGE>

     "Loan REMIC" shall mean, with respect to the Loan REMIC Mortgage Loan, and
any related REO Property and corresponding REO Loan, if any, the segregated pool
of assets consisting primarily of the Loan REMIC Mortgage Loan, and any related
REO Property together with all payments under and the proceeds of such Mortgage
Loan received after the Startup Day; provided that the Loan REMIC shall not
include any yield maintenance payment paid by the UBS Mortgage Loan Seller in
connection with any repurchase of the Loan REMIC Mortgage Loan as contemplated
by Section 2.03(d).

     "Loan REMIC Mortgage Loan" shall mean the Mortgage Loan identified on
Schedule IV hereto as the primary asset of the Loan REMIC.

     "Loan REMIC Interest" shall mean either of the Loan REMIC Regular Interest
or the 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 the Loan
REMIC.

     "Loan REMIC Remittance Rate" shall mean 6.849% per annum.

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

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

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

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

     "Master Servicer Remittance Date" shall mean the date each month,
commencing in January 2001, on which, among other things, the Master Servicer is
to transfer the Master Servicer Remittance Amount to the Trustee, which date
shall be the Business Day immediately preceding each Distribution Date.

                                      -33-
<PAGE>

     "Master Servicing Fee" shall mean, with respect to each Mortgage Loan,
Companion Loan and REO Loan, the fee payable to the Master Servicer pursuant to
Section 3.11(a).

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

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

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

     "Modified Mortgage Loan" shall mean any Mortgage Loan or Companion 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 Required Debt Service
   Payments current with respect to such Mortgage Loan or Companion Loan, as the
   case may be);

     (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 Companion
   Loan, as the case may be, or materially reduces the likelihood of timely
   payment of amounts due thereon.

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

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

     "Mortgage File" shall mean, with respect to any Mortgage Loan and any
related Companion Loan, the following documents collectively:

     (i) (A) the original executed Mortgage Note for such Mortgage Loan,
   endorsed (without recourse, representation or warranty, express or implied)
   to the order of "LaSalle Bank

                                      -34-
<PAGE>

   National Association, as trustee for the registered holders of LB-UBS
   Commercial Mortgage Trust 2000-C5, Commercial Mortgage Pass-Through
   Certificates, Series 2000-C5" 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) a copy of the executed
   Mortgage Note for any such Companion Loan;

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

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

     (iv) an original executed assignment, in recordable form (except for
   recording information not yet available if the instrument being assigned has
   not been returned from the applicable recording office), of (a) the Mortgage
   and (b) any related Assignment of Leases (if such item is a document separate
   from the Mortgage), in favor of "LaSalle Bank National Association, in its
   capacity as trustee for the registered holders of LB-UBS Commercial Mortgage
   Trust 2000-C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5"
   and, in the case of each Loan Pair, in its capacity as lead lender on behalf
   of the related Companion Loan Noteholder (or, in each case, a copy thereof,
   certified to be the copy of such assignment submitted for recording);

     (v) an original assignment of all unrecorded documents relating to the
   Mortgage Loan, in favor of "LaSalle Bank National Association, as trustee for
   the registered holders of LB-UBS Commercial Mortgage Trust 2000-C5,
   Commercial Mortgage Pass-Through Certificates, Series 2000-C5", and, in the
   case of each Loan Pair, in its capacity as lead lender on behalf of the
   related Companion Loan Noteholder;

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

     (vii) the original or a copy of the policy or certificate of lender's title
   insurance issued in connection with such Mortgage Loan, or, if such policy
   has not been issued, an irrevocable, binding commitment to issue such title
   insurance policy;

     (viii) any filed copies (with evidence of filing) of any prior effective
   UCC Financing Statements in favor of the originator of such Mortgage Loan or
   in favor of any assignee prior to the Trustee (but only to the extent the
   related Mortgage Loan Seller had possession of such UCC Financing Statements
   prior to the Closing Date) and an original UCC-2 or UCC-3 assignment

                                      -35-
<PAGE>

   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 2000-C5, Commercial Mortgage
   Pass-Through Certificates, Series 2000-C5", and, in the case of each Loan
   Pair, in its capacity as lead lender on behalf of the related Companion Loan
   Noteholder;

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

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

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

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

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

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

     (xv) an original assignment of any related security agreement (if such item
   is a document separate from the Mortgage and if such item is not included in
   the assignment described in clause (v)), in favor of "LaSalle Bank National
   Association, in its capacity as trustee for the registered holders of LB-UBS
   Commercial Mortgage Trust 2000-C5, Commercial Mortgage Pass-Through
   Certificates, Series 2000-C5", and, in the case of each Loan Pair, in its
   capacity as lead lender on behalf of the related Companion Loan Noteholder;

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

     "Mortgage Loan" shall mean each of the mortgage loans listed on the
Mortgage Loan Schedule and from time to time held in the Trust Fund. As used
herein, the term "Mortgage Loan" includes the related Mortgage Note, Mortgage
and other security documents contained in the related Mortgage File.

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

     "Mortgage Loan Schedule" shall mean the list of Mortgage Loans transferred
on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Schedule I (and also delivered

                                      -36-
<PAGE>

to the Trustee and the Master Servicer in a computer readable format). Such list
shall set forth the following information with respect to each Mortgage Loan:

     (i) the Mortgage Loan number;

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

     (iii) the Cut-off Date Balance;

     (iv) the amount of the Required Debt Service Payment due on the first Due
   Date following the Closing Date;

     (v) the original Mortgage Rate;

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

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

     (viii) the Interest Accrual Basis;

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

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

     (xi) the related Mortgage Loan Seller;

     (xii) whether the related Mortgage Loan is a Defeasance Loan;

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

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

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

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

     "Mortgage Pool" shall mean all of the Mortgage Loans and any successor REO
Loans, collectively. The Mortgage Pool does not include the Companion Loans or
any REO 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,

                                      -37-
<PAGE>

containing information regarding the Mortgage Loans and the Companion Loans as
of the end of the related Collection Period, which report shall contain
substantially the categories of information regarding the Mortgage Loans and the
Companion Loans set forth on Annexes A-1 and A-2 to the Prospectus Supplement
(calculated, where applicable, on the basis of the most recent relevant
information provided by the Mortgagors to the Master Servicer or the Special
Servicer, as the case may be, and by the Master Servicer or the Special
Servicer, as the case may be, to the Trustee), and which information shall be
presented in tabular format substantially similar to the format utilized on such
annexes and shall also include a loan-by-loan listing (in descending balance
order) showing loan number, property type, location, unpaid principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest portion of the
Required Debt Service Payment, principal portion of the Required Debt Service
Payment, and any Prepayment Premium or Yield Maintenance Charge received.

     "Mortgage Rate" shall mean, with respect to each Mortgage Loan and each
Companion Loan (and, in either case, any successor REO Loan), the related
annualized rate at which interest is scheduled (in the absence of a default) to
accrue on such Mortgage Loan or Companion Loan, as the case may be, 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 of the Amsdell Portfolio Mortgage Loan, the Gallery at
Harborplace Mortgage Loan and each Companion Loan, the related annualized rate
referred to in the preceding sentence is the weighted average of the annualized
rates at which interest is scheduled (in the absence of a default) to accrue on
the respective components of each such Mortgage Loan or and Companion Loan. In
the case of each ARD Loan, the related Mortgage Rate shall increase in
accordance with the related Mortgage Note if the particular loan is not paid in
full by its Anticipated Repayment Date.

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

     "Mortgagor" shall mean, individually and collectively, as the context may
require, the obligor or obligors under a 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 Aggregate Prepayment Interest Shortfall" shall mean, with respect to
any Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans (including Specially Serviced
Mortgage Loans, but excluding Companion Loans) during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
Collection Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfalls.

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

     "Net Investment Earnings" shall mean, with respect to any Investment
Account for any Collection Period, the amount, if any, by which the aggregate of
all interest and other income realized during such Collection Period on funds
held in such Investment Account (exclusive, in the case of a Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion of such


                                      -38-
<PAGE>

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 Mortgage Rate" shall mean with respect to any Mortgage Loan, as of any
date of determination, a rate per annum equal to the then related Mortgage Rate
minus the sum of the Trustee Fee Rate, the related Master Servicing Fee Rate
and, in the case of an ARD Loan after its Anticipated Repayment Date, the
related Additional Interest Rate; provided that, in the case of the Cal Fed
Mortgage Loan, such rate shall be further reduced by an additional eight (8)
basis points.

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

     "Net Regular P&I Advance" shall mean that portion of any Regular P&I
Advance made by the Master Servicer, the Trustee or the Fiscal Agent with
respect to the Cal Fed Mortgage Loan that is equal to the full amount of such
Regular P&I Advance, reduced (to not less than zero) by any outstanding and
unreimbursed Cal Fed Special P&I Advances and, further, by that portion thereof
that constitutes (i) the Cal Fed Special P&I Advance Additional Compensation
Amount and (ii) unpaid Master Servicing Fees accrued with respect to the Cal Fed
Mortgage Loan to, but not including, the related Due Date that most recently
precedes the subject P&I Advance 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
Companion Loan Noteholder.

     "NOI Adjustment Worksheet" shall mean a report prepared by the Master
Servicer with respect to all the Mortgage Loans and Companion Loans other than
Specially Serviced Loans and REO Loans, and by the Special Servicer with respect
to Specially Serviced Loans and REO Loans, containing substantially the
information described in Exhibit V attached hereto, presenting the computations
made in accordance with the methodology described in Exhibit V to "normalize"
the full year net operating income or net cash flow and debt service coverage
numbers used in the other reports required by this Agreement.

                                      -39-
<PAGE>

     "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, Companion Loan or REO Loan
by the Master Servicer, the Trustee or the Fiscal Agent, which P&I Advance such
party has determined in its reasonable, good faith judgment, will not be
ultimately recoverable from late payments, Insurance Proceeds or Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan,
Companion Loan or REO Loan, as the case may be.

     "Nonrecoverable Servicing Advance" shall mean any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan, Companion
Loan or REO Property by the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent, which Servicing Advance such party has determined, in its
reasonable, good faith judgment, will not be ultimately recoverable from late
payments, Insurance Proceeds, Liquidation Proceeds, or any other recovery on or
in respect of such Mortgage Loan, Companion Loan or REO Property, as the case
may be.

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

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

     "Officer's Certificate" shall mean a certificate signed by a Servicing
Officer of the Master Servicer or the Special Servicer, as the case may be, or
by a Responsible Officer of the Trustee or the Fiscal Agent, as the case may be.

     "Operating Statement Analysis Report" shall mean, with respect to each
Mortgage Loan and REO Property, a report prepared by the Master Servicer,
substantially containing the information described in Exhibit W attached hereto.

     "Opinion of Counsel" shall mean a written opinion of counsel (which counsel
shall be Independent of the Depositor, the Master Servicer, the Special Servicer
and any Companion Loan Noteholder) acceptable to and delivered to the Trustee or
any other specified Person, as the case may be.

     "Original Class Notional Amount" shall mean, with respect to each Class of
Interest Only Certificates, the initial Class Notional Amount thereof as of the
Closing Date, which is equal to $997,179,255 in the case of the Class X
Certificates, and $60,000,000, in the case of the Class S Certificates.

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

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

                                      -40-
<PAGE>

     "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, Companion Loan or REO
Loan, any Regular P&I Advance or, in the case of the Cal Fed Mortgage Loan, any
Cal Fed Special P&I Advance.

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

     "Park Square Co-Lender and Servicing Agreement" shall mean the Co-Lender
and Servicing Agreement, dated as of December 1, 2000, among the Park Square
Noteholders, First Union as master servicer, and LaSalle as custodian.

     "Park Square Companion Loan" shall have the meaning assigned thereto in the
Preliminary Statement.

     "Park Square 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 Park Square Noteholders, which shall be entitled "[NAME OF
MASTER SERVICER], as Master Servicer, in trust for [NAMES OF PARK SQUARE
NOTEHOLDERS], as their interests may appear".

     "Park Square Fiscal Agent" shall mean ABN AMRO, in its capacity as fiscal
agent under that certain Trust Agreement, dated as of December 21, 2000, among
Structured Asset Securities Corporation as depositor, LaSalle as trustee, and
ABN AMRO as fiscal agent.

     "Park Square Loan Pair" shall mean collectively, the Park Square Mortgage
Loan and the Park Square Companion Loan (and any successor REO Loans).

     "Park Square Mortgaged Property" shall mean the office property identified
on the Mortgage Loan Schedule as the Park Square Building.

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

     "Park Square Noteholders" shall mean collectively, the holder of the
Mortgage Note for the Park Square Mortgage Loan and the holder of the Mortgage
Note for the Park Square Companion Loan.

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

                                      -41-
<PAGE>

     "Park Square Remittance Date" shall mean the "Remittance Date" under the
Park Square Co-Lender and Servicing Agreement.

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

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

     "Park Square Trustee" shall have the meaning assigned thereto in the
Preliminary Statement.

     "Pass-Through Rate" shall mean:

     (a) with respect to the Class A-1 Certificates for any Interest Accrual
   Period, 6.41% per annum;

     (b) with respect to the Class A-2 Certificates for any Interest Accrual
   Period, 6.51% per annum;

     (c) with respect to the Class B Certificates for any Interest Accrual
   Period, 6.61% per annum;

     (d) with respect to the Class C Certificates for any Interest Accrual
   Period, 6.76% per annum;

     (e) with respect to the Class D Certificates for any Interest Accrual
   Period, 6.87% per annum;

     (f) with respect to the Class E Certificates for any Interest Accrual
   Period, 7.29% per annum;

     (g) with respect to the Class F Certificates for any Interest Accrual
   Period, 7.31% per annum;

     (h) with respect to the Class G Certificates for any Interest Accrual
   Period, 7.80% per annum per annum;

     (i) with respect to the Class H Certificates for any Interest Accrual
   Period, 6.22% per annum;

     (j) with respect to the Class J Certificates for any Interest Accrual
   Period, 6.22% per annum;

     (k) with respect to the Class K Certificates for any Interest Accrual
   Period, 6.22% per annum;

                                      -42-
<PAGE>

     (l) with respect to the Class L Certificates for any Interest Accrual
   Period, 6.22% per annum;

     (m) with respect to the Class M Certificates for any Interest Accrual
   Period, 6.22% per annum;

     (n) with respect to the Class N Certificates for any Interest Accrual
   Period, 6.22% per annum;

     (o) with respect to the Class P Certificates for any Interest Accrual
   Period, 6.22% per annum;

     (p) with respect to the Class Q Certificates for any Interest Accrual
   Period, 6.22% per annum;

     (q) with respect to the Class S Certificates for any Interest Accrual
   Period, 1.60% per annum;

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

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

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

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

     "Permitted 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):

                                      -43-
<PAGE>

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

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

     (iii) certificates of deposit, time deposits, demand deposits and bankers'
   acceptances of any bank or trust company organized under the laws of the
   United States or any state thereof (having original maturities of not more
   than 365 days), the short term obligations of which are rated in the highest
   rating category of each of Moody's (if then rated by Moody's, and if not then
   rated by Moody's, then an equivalent rating by at least one additional
   nationally recognized statistical rating agency besides S&P) and S&P (or, in
   the case of either Rating Agency, so long as the investment is not being made
   with funds in an account that relates solely to any Loan Pair, such lower
   rating as will not result in an Adverse Rating Event, as evidenced in writing
   by such Rating Agency). In addition, any such item by its terms must have a
   predetermined fixed dollar amount of principal due at maturity that cannot
   vary or change. Interest may either be fixed or variable. If such interest is
   variable, interest must be tied to a single interest rate index plus a single
   fixed spread (if any), and move proportionately with that index;

     (iv) commercial paper (having original maturities of not more than 90 days)
   of any corporation incorporated under the laws of the United States or any
   state thereof (or if not so incorporated, the commercial paper is United
   States Dollar denominated and amounts payable thereunder are not subject to
   any withholding imposed by any non-United States jurisdiction) which is rated
   in the highest rating category of each of Moody's (if then rated by Moody's,
   and if not then rated by Moody's, then an equivalent rating by at least one
   additional nationally recognized statistical rating agency besides S&P) and
   S&P (or, in the case of either Rating Agency, so long as the investment is
   not being made with funds in an account that relates solely to any Loan Pair,
   such lower rating as will not result in an Adverse Rating Event, as evidenced
   in writing by such Rating Agency). In addition, such commercial paper by its
   terms must have a predetermined fixed dollar amount of principal due at
   maturity that cannot vary or change.

                                      -44-
<PAGE>

   Interest may either be fixed or variable. If such interest is variable,
   interest must be tied to a single interest rate index plus a single fixed
   spread (if any), and move proportionately with that index;

     (v) units of money market funds rated in the highest applicable rating
   category of each of Moody's (if then rated by Moody's, and if not then rated
   by Moody's, then an equivalent rating by at least one additional nationally
   recognized statistical rating agency besides S&P) and S&P (or, in the case of
   either Rating Agency, so long as the investment is not being made with funds
   in an account that relates solely to any Loan Pair, such lower rating as will
   not result in an Adverse Rating Event, as evidenced in writing by such Rating
   Agency) and which seeks to maintain a constant net asset value; and

     (vi) any other obligation or security that (A) is acceptable to each Rating
   Agency, evidence of which acceptability shall be provided in writing by each
   Rating Agency to the Master Servicer, the Special Servicer and the Trustee,
   and (B) constitutes a "cash flow investment" (within the meaning of the REMIC
   Provisions), as evidenced by an Opinion of Counsel obtained at the expense of
   the Person that wishes to include such obligation or security as a Permitted
   Investment;

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

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

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

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

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

     "Pool Custodial Account" shall mean the segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "First Union National Bank [OR THE NAME OF ANY

                                      -45-
<PAGE>

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 2000-C5,
Commercial Mortgage Pass-Through Certificates, Series 2000-C5, Pool Custodial
Account".

     "Pool REO Account" shall mean the segregated account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Lennar
Partners, Inc. [OR THE NAME OF ANY SUCCESSOR SPECIAL SERVICER], as Special
Servicer, on behalf of LaSalle Bank National Association [OR THE NAME OF ANY
SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial Mortgage Trust 2000-C5, Commercial Mortgage Pass-Through
Certificates, Series 2000-C5, Pool REO Account".

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

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

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

     "Prepayment Consideration" shall mean any Prepayment Premium or Yield
Maintenance Charge.

     "Prepayment Consideration Entitlement" shall mean, with respect to (i) any
Distribution Date on which any Net Prepayment Consideration collected on any
Mortgage Loan (or successor REO Loan) is distributable and (ii) any Class of
Principal Balance Certificates (other than any Excluded Class) entitled to
distributions of principal on such Distribution Date, an amount equal to the
product of (a) such Net Prepayment Consideration, multiplied by (b) a fraction
(not greater than 1.0 or less than 0.0), the numerator of which is equal to the
excess, if any, of the Pass-Through Rate for such Class of Principal Balance
Certificates over the relevant Discount Rate, and the denominator of which is
equal to the excess, if any, of the Mortgage Rate for such Mortgage Loan (or REO
Loan) over the relevant Discount Rate, and further multiplied by (c) a fraction,
the numerator of which is equal to the amount of principal to be distributed on
such Class of Principal Balance Certificates on such Distribution Date pursuant
to Section 4.01(a) or 9.01, as applicable, and the denominator of which is equal
to the Principal Distribution Amount for such Distribution Date.

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


                                      -46-
<PAGE>

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

     "Prepayment Premium" shall mean any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

     "Primary Servicing Office" shall mean the offices of the Master Servicer or
the Special Servicer, as the context may require, that are primarily responsible
for such party's servicing obligations hereunder. As of the Closing Date, the
Primary Servicing Office of the Master Servicer is located at NC 1075, 8739
Research Drive, URP-4, Charlotte, North Carolina 28288-1075, and the Primary
Servicing Office of the Special Servicer is located at 760 N.W. 107th Avenue,
Miami, Florida 33172.

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

     "Principal Balance Certificate" shall mean any Regular Interest Certificate
(other than a Class X or Class S 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 on the Mortgage Loans during the related Collection
Period, in each case exclusive of any portion of the particular payment that
represents a Late Collection of principal for which a P&I Advance was previously
made for a prior Distribution Date or that represents the principal portion of a
Required Debt Service 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 Required Debt Service
Payments due in respect of the Mortgage Loans for their respective Due Dates
occurring during the related Collection Period, that were received prior to the
related Collection Period;

                                      -47-
<PAGE>

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

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

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

     (f) the aggregate of the principal portions of all P&I Advances made in
respect of the Mortgage Loans and any REO Loans with respect to such
Distribution Date (exclusive of any principal portion of a Regular P&I Advance
with respect to the Cal Fed Mortgage Loan that is payable to the Master
Servicer, the Trustee or the Fiscal Agent in connection with its making any Cal
Fed Special P&I Advances);

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 Companion
Loans or any successor REO Loans; and provided, further, that none of the
amounts set forth in clauses (a) to (f) above shall represent that portion of
the scheduled principal payment due in February 2001 in respect of the Cal Fed
Mortgage Loan that constitutes the excess of the outstanding principal balance
of the Cal Fed Mortgage Loan as of the Closing Date over the Cut-off Date
Balance of the Cal Fed Mortgage Loan.

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

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

     "Prospectus" shall mean the prospectus dated December 14, 2000, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

     "Prospectus Supplement" shall mean the prospectus supplement dated December
14, 2000, relating to the Registered Certificates.

     "Purchase Price" shall mean, with respect to any Mortgage Loan (or REO
Property), a cash price equal to the aggregate of: (a) the outstanding principal
balance of such Mortgage Loan (or the related REO Loan) as of the date of
purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the
related REO Loan) to, but not including, the Due Date in the Collection Period
of purchase

                                      -48-
<PAGE>

(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, (d) all accrued and unpaid interest in respect of related
Advances (other than, in the case of the Cal Fed Mortgage Loan, Cal Fed Special
P&I Advances) in accordance with Section 3.11(g) and/or Section 4.03(d), and (e)
in the case of a purchase by the Depositor pursuant to Section 2.03(a) or by the
UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, (i) to the extent not otherwise included in the amount described in
clause (d) of this definition, any unpaid Special Servicing Fees and other
Additional Trust Fund Expenses with respect to such Mortgage Loan (or REO
Property), and (ii) to the extent not otherwise included in the amount described
in clause (c) of this definition, any costs and expenses incurred by the Master
Servicer, the Special Servicer or the Trustee (on behalf of the Trust) in
enforcing the obligation of such Person to purchase such Mortgage Loan; provided
that, in the case of each of the Gallery at Harborplace Mortgage Loan, the
Amsdell Portfolio Mortgage Loan and the Park Square 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 and Servicing Agreement to the Master Servicer and/or the Special
Servicer in respect of such Mortgage Loan (which amounts shall no longer be
payable hereunder); and provided, further, that, in the case of an REO Property
that relates to the Gallery at Harborplace Mortgage Loan, the Amsdell Portfolio
Mortgage Loan or the Park Square Mortgage Loan, the Purchase Price shall instead
equal the greater of (x) the fair market value of such REO Property, based on a
recent appraisal meeting the criteria for a Required Appraisal, and (y) the
aggregate of the amounts described in clauses (a), (b), (c) and, if applicable,
(d) above with respect to both REO Loans comprising the applicable Loan Pair.

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

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

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

     "Rated Final Distribution Date" shall mean: (a) with respect to the Class
A-1 Certificates, the Distribution Date in December 2019; (b) with respect to
the Class A-2 Certificates, the Distribution Date in December 2026; and (c) with
respect to the other Classes of Certificates, other than the Class Q, Class X,
Class S, Class R-I, Class R-II and Class R-III Certificates, the Distribution
Date in December 2032.

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

     "Realized Loss" shall mean: (1) with respect to each Mortgage Loan or
Companion Loan as to which a Final Recovery Determination has been made, or with
respect to any successor REO Loan as to which a Final Recovery Determination has
been made as to the related REO Property, an amount (not less than zero) equal
to the excess, if any, of (a) the sum of (i) the unpaid principal balance of
such Mortgage Loan, Companion Loan or REO Loan, as the case may be, as of the
commencement of the

                                      -49-
<PAGE>

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, such
Companion Loan or such REO Loan, as the case may be, to but not including the
Due Date in the Collection Period in which the Final Recovery Determination was
made (exclusive, however, of any portion of such accrued but unpaid interest
that represents Default Interest or, in the case of an ARD Loan after its
Anticipated Repayment Date, Additional Interest), over (b) all payments and
proceeds, if any, received in respect of such Mortgage Loan, such Companion Loan
or, to the extent allocable to such REO Loan, the related REO Property, as the
case may be, during the Collection Period in which such Final Recovery
Determination was made, insofar as such payments and proceeds are allocable to
interest (other than Default Interest and Additional Interest) on or principal
of such Mortgage Loan, Companion Loan or REO Loan; (2) with respect to each
Mortgage Loan or Companion 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 or Companion
Loan, as the case may be, granted or agreed to by the Special Servicer pursuant
to Section 3.20, the amount of such principal and/or interest (other than
Default Interest and, in the case of an ARD Loan after its Anticipated Repayment
Date, Additional Interest) so canceled; and (3) with respect to each Mortgage
Loan or Companion 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 or Companion
Loan, as the case may be, 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 Required Debt Service Payment due thereon (each such Realized
Loss shall be deemed to have been incurred on the Due Date for each affected
Required Debt Service 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.

     "Registered Certificate" shall mean any Certificate that has been the
subject of registration under the Securities Act. As of the Closing Date, the
Class A-1, Class A-2, Class B, Class C, 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.

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

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

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

                                      -50-
<PAGE>

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

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

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

     "Regulation S Temporary Global Certificate" shall mean, with respect to the
Class H and Class J Certificates offered and sold outside of the United States
in reliance on Regulation S, a single temporary global Certificate, in
definitive, fully registered form without interest coupon, which Certificate
bears a Regulation S Legend.

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

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

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

     "REMIC I" shall mean the segregated pool of assets constituting the primary
trust created hereby and to be administered hereunder with respect to which a
separate REMIC election is to be made, and consisting of: (i) the Mortgage Loans
(exclusive of the Loan REMIC Mortgage Loan) as from time to time are subject to
this Agreement and all payments under and proceeds of such Mortgage Loans
received after the Closing Date (other than scheduled payments of interest and
principal due on or before the Cut-off Date, other than (1) that portion of the
scheduled principal payment due in February 2001 in respect of the Cal Fed
Mortgage Loan that constitutes the excess of the outstanding principal balance
of the Cal Fed Mortgage Loan as of the Closing Date over the Cut-off Date
Balance of the Cal Fed Mortgage Loan and (2) interest accrued on the Cal Fed
Mortgage Loan during (and prior to) November 2000 (which belongs to the Lehman
Mortgage Loan Seller), and other than Additional Interest collected in respect
of the ARD Mortgage Loans after their respective Anticipated Repayment Dates),
together with all documents included in the related Mortgage Files and any
related Escrow Payments and Reserve Funds; (ii) any REO Property acquired in
respect of a Mortgage Loan (other than the Loan REMIC Mortgage Loan); (iii) the
Loan REMIC Regular Interest; (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
amounts that represent Additional Interest collected in respect of the ARD
Mortgage Loans after their respective Anticipated Repayment Dates; and (v) the
rights of the Depositor under the UBS/Depositor Mortgage Loan Purchase


                                      -51-
<PAGE>

Agreement; provided that REMIC I shall not include the Companion Loans, the Loan
REMIC Mortgage Loan, any payments or other collections of principal, interest,
Prepayment Premiums, Yield Maintenance Charges or other amounts on the Companion
Loans or the Loan REMIC Mortgage Loan, or any REO Property acquired in respect
of the Loan REMIC Mortgage Loan.

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

     "REMIC I Remittance Rate" shall mean: (a) with respect to the REMIC I
Regular Interest that relates to the Loan REMIC Regular Interest, 6.849% per
annum; (b) with respect to any other REMIC I Regular Interest that, as of the
Closing Date, corresponds to a Mortgage Loan that accrues interest on a 30/360
Basis, a rate per annum that is, for any Interest Accrual Period, equal to the
Net Mortgage Rate in effect for such Mortgage Loan (or any successor REO Loan)
as of the commencement of such Interest Accrual Period (without regard to any
modifications, extensions, waivers or amendments of such Mortgage Loan
subsequent to the Closing Date); and (c) with respect to any REMIC I Regular
Interest that, as of the Closing Date, corresponds to a Mortgage Loan that
accrues interest on an Actual/360 Basis, a rate per annum that is, for any
Interest Accrual Period, equal to (i) a fraction (expressed as a percentage),
the numerator of which is the product of 12 times the Adjusted Actual/360
Accrued Interest Amount with respect to such Mortgage Loan (or any successor REO
Loan) for such Interest Accrual Period, and the denominator of which is the
Stated Principal Balance of such Mortgage Loan (or any successor REO Loan)
immediately prior to the Distribution Date that corresponds to such Interest
Accrual Period, minus (ii) the Administrative Cost Rate for such Mortgage Loan
(or any successor REO Loan).

     "REMIC II" shall mean the segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in trust to the Trustee for the benefit
of REMIC III, as holder of the REMIC II Regular Interests, and the Holders of
the Class R-II Certificates pursuant to Section 2.06, with respect to which a
separate REMIC election is to be made.

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

     "REMIC II Remittance Rate" shall mean: (a) with respect to REMIC II Regular
Interest S for any Interest Accrual Period, 1.60% per annum; and (b) with
respect to each other REMIC II Regular Interest for any Interest Accrual Period,
the Weighted Average REMIC I Remittance Rate for such Interest Accrual Period.

     "REMIC III" shall mean the segregated pool of assets consisting of all of
the REMIC II Regular Interests conveyed in trust to the Trustee for the benefit
of the Holders of the REMIC III Certificates pursuant to Section 2.08, with
respect to which a separate REMIC election is to be made.

                                      -52-
<PAGE>

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

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

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

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

     "REO Account" shall mean any of the Pool REO Account, the Gallery at
Harborplace REO Account, the Amsdell Portfolio REO Account or the Park Square
REO Account

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

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

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

     "REO Loan" shall mean the mortgage loan (or, if a Loan Pair is involved,
either of the two mortgage loans) deemed for purposes hereof to be outstanding
with respect to each REO Property. Each REO Loan shall be deemed to provide for
scheduled payments of principal and/or interest equal to its Assumed Required
Debt Service Payment and otherwise to have the same terms and conditions as its
predecessor Mortgage Loan or Companion Loan (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan or
Companion Loan and the acquisition of the related REO Property as part of the
Trust Fund); provided that, any REO Loan deemed to be outstanding in respect of
the Cal Fed Mortgaged Property shall be deemed to have a Due Date that is the
first of each month and to provide for monthly payments of principal and
interest (at 8.61% per annum) equal to its Assumed Required Debt Service
Payment. Each REO Loan shall be deemed to have an initial unpaid principal
balance and Stated Principal Balance equal to the unpaid principal balance and
Stated Principal Balance, respectively, of its predecessor Mortgage Loan or
Companion Loan as of the date of the related REO Acquisition. All Required Debt
Service Payments (other than a Balloon Payment), Assumed Required Debt Service
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 or Companion Loan as of the date of
the related REO Acquisition, shall be deemed to continue to be due and owing in
respect of an REO Loan. Collections in respect of each REO Loan (after provision
for amounts to be applied to the payment of, or to be reimbursed to the Master
Servicer or the Special Servicer for the payment of, the costs of operating,
managing and maintaining the related REO Property or for the reimbursement of
the Master Servicer or the Special Servicer for

                                      -53-
<PAGE>

other related Servicing Advances) shall be treated: first, as a recovery of
accrued and unpaid interest on such REO Loan at the related Mortgage Rate to but
not including the Due Date in the Collection Period of receipt (exclusive,
however, in the case of an REO Loan that relates to an ARD Loan after its
Anticipated Repayment Date, of any such accrued and unpaid interest that
constitutes Additional Interest); second, as a recovery of principal of such REO
Loan to the extent of its entire unpaid principal balance; third, in accordance
with the normal servicing practices of the Master Servicer, as a recovery of any
other amounts due and owing in respect of such REO Loan (exclusive, however, in
the case of an REO Loan that relates to an ARD Loan after its Anticipated
Repayment Date, of any such accrued and unpaid interest that constitutes
Additional Interest); and fourth, in the case of an REO Loan that relates to an
ARD Loan after its Anticipated Repayment Date, as a recovery of accrued and
unpaid Additional Interest on such REO Loan; provided, however, that if a Loan
Pair become REO Loans, collections in respect of such REO Loans shall be applied
to amounts due and owing in respect of such REO Loans as provided in Section
4.01 of the related Co-Lender and Servicing Agreement. Notwithstanding the
foregoing, all amounts payable or reimbursable to the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent in respect of the predecessor
Mortgage Loan or Companion Loan as of the date of the related REO Acquisition,
including any unpaid Servicing Fees and any unreimbursed Servicing Advances and
P&I Advances, together with any interest accrued and payable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
such Servicing Advances and P&I Advances in accordance with Sections 3.11(g),
4.03(d) and 4.03A(d), respectively, shall continue to be payable or reimbursable
to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent,
as the case may be, in respect of an REO Loan.

     "REO Property" shall mean a Mortgaged Property acquired on behalf and in
the name of the Trustee for the benefit of the Certificateholders and, in the
case of the Gallery at Harborplace Mortgaged Property, the Amsdell Portfolio
Mortgaged Property or the Park Square Mortgaged Property, also for the benefit
of the related Companion Loan Noteholder, as their interests may appear, through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan and/or a Companion Loan.

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

     "REO Status Report" shall mean a report substantially in the form and
containing the information described in Exhibit Q attached hereto and including,
with respect to each REO Property that was included in the Trust Fund as of the
close of business on the Determination Date immediately preceding the
preparation of such report, among other things, (i) the Acquisition Date of such
REO Property, (ii) the amount of income collected with respect to such REO
Property (net of related expenses) and other amounts, if any, received on such
REO Property during the Collection Period ending on such Determination Date and
(iii) the value of the REO Property based on the most recent appraisal or other
valuation thereof available to the Special Servicer as of such Determination
Date (including any valuation prepared internally by the Special Servicer).

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

                                      -54-
<PAGE>

     "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 ?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, or in
the case of a Mortgaged Property that has an allocated loan amount of, or
secures a Required Appraisal Loan with a loan amount of, less than $2,000,000,
and in respect of which no satisfactory (as determined by the Special Servicer
pursuant to Section 3.09(a)) appraisal meeting the foregoing criteria was
obtained or conducted within the prior 12 months, a "desktop" value estimate
performed by the Special Servicer.

     "Required Appraisal Loan" shall mean any Mortgage Loan or Loan Pair (i)
that becomes a Modified Mortgage Loan, (ii) that is sixty (60) days or more
delinquent in respect of any Required Debt Service Payment, (iii) with respect
to which the related Mortgaged Property has become an REO Property, (iv) with
respect to which a receiver or similar official is appointed and for sixty (60)
days continues in such capacity in respect of the related Mortgaged Property,
(v) in respect of 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
sixty (60) days of the commencement thereof, (vi) with respect to which any
Balloon Payment has not been paid within 20 days following its scheduled
maturity date (as such date may have been extended) or (vii) that remains
outstanding five (5) years following any extension of its maturity date pursuant
to Section 3.20. Any Required Appraisal Loan (other than a Mortgage Loan that
became a Required Appraisal Loan pursuant to clause (vii) above) shall cease to
be such at such time as it has become a Corrected Loan, it has remained current
for at least three (3) consecutive Required Debt Service Payments, and none of
the events described in clauses (i)-(vii) of this definition has occurred with
respect thereto during the preceding three-month period. For purposes of this
Agreement, any Mortgage Loan and Companion Loan constituting a Loan Pair shall,
upon the occurrence of any of the events described in clauses (i)-(vii) of this
definition, 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 (other than (i)
Escrow Payments and Reserve Funds held in respect of any real estate taxes and
assessments, insurance premiums and, if applicable, ground rents, (ii) Escrow
Payments and Reserve Funds that are to be applied or utilized within the
twelve-month period following the date of determination and (iii) Escrow
Payments and Reserve Funds that may not be applied towards the reduction of the
principal balance of such Required Appraisal Loan); plus (c) the amount of any
letter of credit constituting additional security for such Required Appraisal
Loan and that may be applied towards the reduction of the principal balance of
such Required Appraisal Loan.

                                      -55-
<PAGE>

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

     "Reserve Account" shall mean any of the Pool Reserve Account, the Gallery
at Harborplace Reserve Account, the Amsdell Portfolio Reserve Account or the
Park Square Reserve Account.

     "Reserve Funds" shall mean, with respect to any Mortgage Loan or Companion
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 or Companion Loan, as the case may be.

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

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

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

     "Rule 144A/IAI Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, a single global Certificate registered
in the name of the Depository or its nominee, in definitive, fully registered
form without interest coupons, which Certificate does not bear a Regulation S
Legend.

     "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

                                      -56-
<PAGE>

Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer, and
specific ratings of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

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

     "Scheduled Payment" shall mean, with respect to any Mortgage Loan or
Companion Loan, for any Due Date following the Cut-off Date as of which it is
outstanding, the Required Debt Service Payment on such Mortgage Loan or
Companion Loan, as the case may be, 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, or Companion Loan, as the case may be
granted or agreed to by the Special Servicer pursuant to Section 3.20, and
assuming that the full amount of each prior Scheduled Payment has been made in a
timely manner.

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

     "Senior Certificate" shall mean any Class A-1, Class A-2, Class X or Class
S 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 and Companion Loan primary serviced by such
Sub-Servicer, (i) the principal balance of such Mortgage Loan or Companion Loan,
as the case may be, 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 or Companion Loan, as the case may be; 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 and
Companion Loan, (i) the principal balance of such Mortgage Loan or Companion
Loan, as the case may be, as of the end of the immediately preceding Collection
Period and (ii) the excess, if any, of the Master Servicing Fee Rate for such
Mortgage Loan or Companion Loan, as the case may be, over the sub-servicing fee
rate (if any) applicable to such Mortgage Loan or Companion Loan, as the case
may be, as specified in any Sub-Servicing Agreement related to such Mortgage
Loan.

     "Servicer Watch List" shall mean a report, substantially in the form of
Exhibit R attached hereto, identifying as of the Determination Date immediately
preceding the delivery of such report each Mortgage Loan and Companion Loan that
is not a Specially Serviced Loan (i) with a Debt Service Coverage Ratio of less
than 1.05x, (ii) that has a Stated Maturity Date occurring in the next sixty
days, (iii) that is delinquent in respect of its real estate taxes, (iv) for
which any outstanding Advances exist, (v) that has been a Specially Serviced
Loan in the past 90 days, (vi) for which the Debt Service Coverage Ratio has
decreased by more than 10% in the prior 12 months, (vii) for which any lease
relating to more than 25% of the related Mortgaged Property has expired, been
terminated, is in default or will expire within the next three months (with no
replacement tenant having occupied or reasonably expected, within the next 45
days, to occupy the space on comparable terms), (viii) that has been late in
making its Required Debt Service Payment three or more times in the preceding
twelve months, (ix) with material deferred maintenance at the related Mortgaged
Property, (x) that is 30 or more days

                                      -57-
<PAGE>

delinquent, (xi) to the extent the Master Servicer has actual knowledge thereof,
with respect to which a tenant or tenants occupying 25% of the related Mortgaged
Property are involved in bankruptcy or insolvency proceedings, or (xii) in
respect of which an inspection carried out pursuant to Section 3.12(a) revealed
a problem reasonably expected to adversely affect the cash flow of the related
Mortgaged Property.

     "Servicing Account" shall mean any of the Pool Servicing Account, the
Gallery at Harborplace Servicing Account, the Amsdell Portfolio Servicing
Account and the Park Square Servicing Account.

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

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

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

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

                                      -58-
<PAGE>

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

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

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

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

                                      -59-
<PAGE>

or Properties or Defeasance Collateral, as the case may be, (v) it will maintain
its own books and records and accounts separate and apart from any other Person,
(vi) it will hold itself out as a legal entity, separate and apart from any
other Person and, (vii) in the case of such an entity whose sole purpose is
owning or operating a Mortgaged Property, it will have an independent director
or, if such entity is a partnership or a limited liability company, at least one
general partner or limited liability company member thereof, as applicable,
which shall itself be a "single purpose entity" (having as its sole asset its
interest in the Single Purpose Entity) with an independent director.

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

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

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

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

     (a) the related Mortgagor shall have failed to make when due any Required
   Debt Service 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) for 60 days
   beyond the date on which the subject payment was due or (ii) in the case of a
   defaulted Balloon Mortgage Loan that is delinquent in respect of its Balloon
   Payment, for one Business Day after the subject Balloon Payment was due or,
   if the related Mortgagor has delivered a refinancing commitment acceptable to
   the Special Servicer prior to the date the subject Balloon Payment was due,
   for 30 days beyond the date on which the subject Balloon Payment was due;

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

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

                                      -60-
<PAGE>

   Certificateholders or, in the case of a Companion Loan, the related Companion
   Loan Noteholder); or

     (d) a decree or order of a court or agency or supervisory authority having
   jurisdiction in the premises in an involuntary case under any present or
   future federal or state bankruptcy, 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 or Companion Loan will cease to be a
Specially Serviced Loan when a Liquidation Event has occurred with respect to
such Mortgage Loan or Companion Loan, as the case may be, 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 or Companion Loan to continue to be characterized as a
Specially Serviced Loan, when:

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

     (i) 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;

     (j) 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

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

                                      -61-
<PAGE>

     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 or Companion Loan becoming a Specially Serviced Loan. If a
loan that is part of Loan Pair becomes a Specially Serviced Loan, the other loan
in that Loan Pair shall also become a Specially Serviced Loan.

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

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

     "Stated Maturity Date" shall mean, with respect to any Mortgage Loan or
Companion 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 pursuant to Section 3.20 and,
in the case of an ARD Loan, without regard to its Anticipated Repayment Date.

     "Stated Principal Balance" shall mean; (i) (a) with respect to any Mortgage
Loan (and any successor REO Loan with respect thereto), the Cut-off Date Balance
of such Mortgage Loan, as permanently reduced on each Distribution Date (to not
less than zero) by that portion, if any, of the Principal Distribution Amount
for such Distribution Date allocable to such Mortgage Loan (or any such
successor REO Loan with respect thereto) and (b) with respect to any Companion
Loan (and any successor REO Loan with respect thereto), the Cut-off Date Balance
of such Companion Loan, as permanently reduced on each related Loan Pair
Remittance Date (to not less than zero) by (i) any principal amounts in respect
of such Companion Loan distributed to the related Companion Loan Noteholder on
such Loan Pair Remittance Date, and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan or Companion Loan (or, in either
case, any such successor REO Loan with respect thereto) during the related
Collection Period. Notwithstanding the foregoing, if a Liquidation Event occurs
in respect of any Mortgage Loan Companion Loan or REO Property, then the "Stated
Principal Balance" of such Mortgage Loan, of such Companion Loan or of the
related REO Loan, as the case may be, shall be zero commencing as of the
Distribution Date in the Collection Period next following the Collection Period
in which such Liquidation Event occurred.

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

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

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

                                      -62-
<PAGE>

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

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

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

     "Tax Matters Person" shall mean, with respect to any REMIC Pool, the Person
designated as the "tax matters person" of such REMIC Pool in the manner provided
under Treasury regulation section 1.860F-4(d) and temporary Treasury regulation
section 301.6231(a)(7)-1T, which Person shall be the Plurality Residual Interest
Certificateholder in respect of the related Class of Residual Interest
Certificates.

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

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

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

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

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

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

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

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

                                      -63-
<PAGE>

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

     "Trustee Fee Rate" shall mean 0.001% 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 December 14, 2000, between the UBS
Mortgage Loan Seller and the Depositor.

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

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

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

     "UCC Financing Statement" shall mean a financing statement executed and
filed pursuant to the UCC.

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

     "Uncertificated Distributable Interest" shall mean: (a) with respect to the
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 Loan REMIC Mortgage Loan;
(b) with respect to any REMIC I Regular Interest for any Distribution Date, an
amount of interest equal to the amount of Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest for the related Interest Accrual
Period, reduced (to not less than zero) by the product of (i) any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date, multiplied by (ii) a
fraction, the numerator of which is the amount of

                                      -64-
<PAGE>

Uncertificated Accrued Interest in respect of such REMIC I Regular Interest for
the related Interest Accrual Period, and the denominator of which is the
aggregate amount of Uncertificated Accrued Interest in respect of all the REMIC
I Regular Interests for the related Interest Accrual Period; and (c) with
respect to any REMIC II Regular Interest for any Distribution Date, the amount
of Uncertificated Accrued Interest in respect of such REMIC II Regular Interest
for the related Interest Accrual Period, reduced (to not less than zero) by that
portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution Date allocated to such REMIC II Regular Interest as provided below.
The portion, if any, of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that is allocated to any Class of Regular Interest
Certificates (exclusive of the Class X Certificates) or any Component of the
Class X 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 Component, as the case may be.

     "Uncertificated Notional Amount" shall mean the notional amount on which
REMIC II Regular Interest S accrues interest from time to time, which shall
equal the Uncertificated Principal Balance outstanding from time to time of the
REMIC I Regular Interest that relates to the Amsdell Portfolio Mortgage Loan (or
any successor REO Loan).

     "Uncertificated Principal Balance" shall mean the principal balance of the
Loan REMIC Regular Interest, any REMIC I Regular Interest or any REMIC II
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the Uncertificated Principal Balance of the Loan REMIC Regular Interest
shall equal the Cut-Off Date Balance of the Loan REMIC Mortgage Loan, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall equal
the Cut-off Date Balance of the related Mortgage Loan, and the Uncertificated
Principal Balance of each REMIC II Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC II Regular Interest shall be permanently reduced by all
distributions of principal deemed to have been made thereon on such Distribution
Date pursuant to Section 4.01(j), and shall be further permanently reduced on
such Distribution Date by all Realized Losses and Additional Trust Fund Expenses
deemed to have been allocated thereto on such Distribution Date pursuant to
Section 4.04(b). On each Distribution Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall be permanently reduced by all
distributions of principal deemed to have been made in respect of such REMIC I
Regular Interest on such Distribution Date pursuant to Section 4.01(k), and
shall be further permanently reduced on such Distribution Date by all Realized
Losses and Additional Trust Fund Expenses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.04(c). The Uncertificated
Principal Balance of the Loan REMIC Regular Interest shall at all times equal
the Stated Principal Balance of the Loan REMIC Mortgage Loan (or any successor
REO Loan).

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

     "United States Tax Person" shall mean a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any state or the District of Columbia,
or an estate whose income from sources without the United States is includible
in gross income for United States federal income tax purposes regardless of its
connection

                                      -65-
<PAGE>

with the conduct of a trade or business within the United States, or a trust if
a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust (or to the extent
provided in the Treasury regulations, if the trust was in existence on August
20, 1996 and elected to be treated as a United States person), all within the
meaning of Section 7701(a)(30) of the Code.

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

     "Unrestricted Servicer Reports" shall mean each of the Delinquent Loan
Status Report, Historical Loan Modification Report, Historical Liquidation
Report, REO Status Report and Loan Payoff Notification Report.

     "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 between the Holders of the two Classes of
Interest Only Certificates in proportion to the respective Class Notional
Balances 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.

     "Weighted Average REMIC I Remittance Rate" shall mean, with respect to any
Interest Accrual Period, the rate per annum equal to the weighted average,
expressed as a percentage and rounded to six decimal places, of the REMIC I
Remittance Rates applicable to the respective REMIC I Regular Interests for such
Distribution Date, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to such Distribution Date; provided that, for purposes of the foregoing,
the REMIC I Remittance Rate for the REMIC I Regular Interest that relates to the
Amsdell Portfolio Mortgage Loan (or any successor REO Loan) shall be reduced by
the REMIC II Remittance Rate for REMIC II Regular Interest S.

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

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

     "Yield Maintenance Charge" shall mean the payments paid or payable, as the
context requires, on a Mortgage Loan or Companion Loan as the result of a
Principal Prepayment thereon, not otherwise due thereon in respect of principal
or interest, which have been calculated (based on scheduled payments of interest
and/or principal on such Mortgage Loan or Companion Loan) to compensate the
holder for reinvestment losses based on the value of an interest rate index at
or near the time of prepayment; provided that "Yield Maintenance Charge" shall
not include any yield maintenance payment paid by the UBS Mortgage Loan Seller
in connection with any repurchase of the Loan REMIC Mortgage Loan as
contemplated by Section 2.03(d). Any other prepayment premiums, penalties and
fees not so calculated will not be considered "Yield Maintenance Charges". In
the event that a Yield

                                      -66-
<PAGE>

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

     SECTION 1.02. General Interpretive Principles.

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

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

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

     (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.


                                      -67-
<PAGE>

                                   ARTICLE II

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

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

     (a) It is the intention of the parties hereto that a common law trust be
established pursuant to this Agreement and that such trust be designated as
"LB-UBS Commercial Mortgage Trust 2000-C5". LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders. The Depositor, concurrently with the execution and
delivery hereof, does hereby assign, sell, transfer, set over and otherwise
convey to the Trustee in trust, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase
Agreement, and (iii) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans and due after the Cut-off Date (other
than (i) that portion of the scheduled principal payment due in February 2001 in
respect of the Cal Fed Mortgage Loan that constitutes the excess of the
outstanding principal balance of the Cal Fed Mortgage Loan as of the Closing
Date over the Cut-off Date Balance of the Cal Fed Mortgage Loan and (ii)
interest accrued on the Cal Fed Mortgage Loan during (and prior to) November
2000, which belongs to the Lehman Mortgage Loan Seller) and, in the case of the
Gallery at Harborplace Mortgage Loan, the Amsdell Portfolio Mortgage Loan and
the Park Square Mortgage Loan, is subject to the provisions of the related
Co-Lender and Servicing Agreement. The transfer of the Mortgage Loans and the
related rights and property accomplished hereby is absolute and, notwithstanding
Section 11.07, is intended by the parties to constitute a sale.

     (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each UBS Mortgage Loan,
direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement) to deliver to and deposit with the Trustee or a Custodian
appointed thereby, and shall, in the case of each Lehman Mortgage Loan, itself
deliver to and deposit with the Trustee or a Custodian appointed thereby, on or
before the Closing Date, the Mortgage File for such Mortgage Loan, with copies
of the related Mortgage Note, Mortgage(s) and reserve and cash management
agreements for such Mortgage Loan to be delivered to the Master Servicer and the
Special Servicer. None of the Trustee, any Custodian, the Master Servicer or the
Special Servicer shall be liable for any failure by a Mortgage Loan Seller or
the Depositor to comply with the document delivery requirements of the
respective Mortgage Loan Purchase Agreements and this Section 2.01(b).

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

     (c) The Depositor hereby represents and warrants that it has retained or
caused to be retained, with respect to each Lehman Mortgage Loan, and the UBS
Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase
Agreement that it shall retain with respect to

                                      -68-
<PAGE>

each UBS Mortgage Loan, an Independent Person for purposes of promptly (and in
any event within 45 days following the later of the Closing Date and the date on
which all necessary recording or filing, as applicable, information is available
to that Independent Person) recording or filing, as the case may be, in the
appropriate public office for real property records or UCC Financing Statements,
as appropriate, each related assignment of Mortgage and assignment of Assignment
of Leases, in favor of the Trustee referred to in clause (iv) of the definition
of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in
clause (viii) of the definition of "Mortgage File".

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

     The Depositor shall bear the cost of the recording and filing referred to
in the prior two paragraphs with respect to the Lehman Mortgage Loans, and the
Depositor represents and warrants that the UBS/Depositor Mortgage Loan Purchase
Agreement provides that the UBS Mortgage Loan Seller shall bear the cost of the
recording and filing referred to in the prior two paragraphs with respect to the
UBS Mortgage Loans. Each assignment referred to in the prior two paragraphs
shall reflect that it should be returned by the public recording office to the
Trustee or its agent following recording, and each UCC-2 and UCC-3 assignment
referred to in the prior two paragraphs shall reflect that the file copy thereof
should be returned to the Trustee or its agent following filing; provided that,
in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall
obtain therefrom a certified copy of the recorded original. On a monthly basis,
the Trustee shall forward to the Master Servicer a copy of each of the
aforementioned assignments following the Trustee's receipt thereof. If any such
document or instrument relating to a UBS Mortgage Loan is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation
of a substitute therefor or to cure such defect, as the case may be, and to
deliver to the Trustee the substitute or corrected document. If any such
document or instrument relating to a Lehman Mortgage Loan is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Depositor shall promptly prepare or cause the preparation of a substitute
therefor or cure such defect, as the case may be, and shall deliver to the
Trustee the substitute or corrected document. The Trustee shall upon receipt,
whether from the UBS Mortgage Loan Seller or the Depositor, cause the same to be
duly recorded or filed, as appropriate.

     (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each UBS Mortgage Loan,
direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement) to deliver to and deposit with the Master Servicer, and
shall, in the case of each Lehman Mortgage Loan, itself deliver to and deposit
with the Master Servicer, on or before the Closing Date, all documents and
records in the possession of the UBS Mortgage Loan Seller or the Depositor, as
the case may be, that relate to such Mortgage Loan, that are not required to be
a part of the related Mortgage File in accordance with the definition thereof
that are reasonably necessary for the servicing of such Mortgage Loan or
otherwise reasonably requested by

                                      -69-
<PAGE>

the Master Servicer in connection with its duties under this Agreement, together
(i) with all unapplied Escrow Payments and Reserve Funds in the possession of
the UBS Mortgage Loan Seller or the Depositor, as the case may be, that relate
to such Mortgage Loan and (ii) a statement indicating which Escrow Payments and
Reserve Funds are allocable to such Mortgage Loan. The Master Servicer shall
hold all such documents, records and funds on behalf of the Trustee in trust for
the benefit of the Certificateholders (and, insofar as they also relate to any
Companion Loan, on behalf of and for the benefit of the related Companion Loan
Noteholder).

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

     SECTION 2.02. Acceptance of Trust Fund by Trustee.

     (a) The Trustee, by its execution and delivery of this Agreement, hereby
accepts receipt, directly or through a Custodian on its behalf, of (i) the
Mortgage Loans and all documents delivered to it that constitute portions of the
related Mortgage Files and (ii) all other assets delivered to it and included in
the Trust Fund, in good faith and without notice of any adverse claim, and
declares that it or a Custodian on its behalf holds and will hold such documents
and any other documents subsequently received by it that constitute portions of
the Mortgage Files, and that it holds and will hold the Mortgage Loans and such
other assets, together with any other assets subsequently delivered to it that
are to be included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders. To the extent that the Mortgage
File for the Gallery at Harborplace Mortgage Loan, the Amsdell Portfolio
Mortgage Loan or the Park Square Mortgage Loan relates to the corresponding
Companion Loan, the Trustee shall also hold such Mortgage File in trust for the
use and benefit of the related Companion Loan Noteholder. In connection with the
foregoing, the Trustee hereby certifies to each of the other parties hereto,
each Mortgage Loan Seller and each Underwriter and, in the case of each
Companion Loan, to the related Companion Loan Noteholder that, as to each
Mortgage Loan and Companion Loan, except as specifically identified in the
Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II,
(i) all documents specified in clause (i) of the definition of "Mortgage File"
are in its possession or the possession of a Custodian on its behalf, and (ii)
the Mortgage Note received by it or any Custodian with respect to such Mortgage
Loan or Companion Loan, as the case may be, has been reviewed by it or by such
Custodian on its behalf and (A) appears regular on its face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appears to have been executed (where
appropriate) and (C) purports to relate to such Mortgage Loan or Companion Loan,
as the case may be.

     (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed
and (iii) the day on which the Depositor has repurchased the last affected
Mortgage Loan), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Mortgage Loan
and Companion 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 Companion Loan, to the related Companion Loan
Noteholder that, as to each Mortgage Loan then subject to this Agreement (except
as specifically identified in any exception report annexed to such


                                      -70-
<PAGE>

certification): (i) all documents specified in clauses (i) through (v), (vii)
and (viii) (without regard to the second parenthetical in such clause (viii)) of
the definition of "Mortgage File" are in its possession or the possession of a
Custodian on its behalf; (ii) the recordation/filing contemplated by Section
2.01(c) has been completed (based solely on receipt by the Trustee of the
particular recorded/filed documents); (iii) all documents received by it or any
Custodian with respect to such Mortgage Loan or Companion Loan, as the case may
be, have been reviewed by it or by such Custodian on its behalf and (A) appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Mortgagor), (B) appear to have
been executed (where appropriate) and (C) purport to relate to such Mortgage
Loan; and (iv) based on the examinations referred to in Section 2.02(a) above
and this Section 2.02(b) and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (v) and (vi)(B) of the definition of "Mortgage Loan Schedule" accurately
reflects the information set forth in the Mortgage File. If the Trustee's
obligation to deliver the certifications contemplated in this subsection
terminates because two years have elapsed since the Closing Date, the Trustee
shall deliver a comparable certification to any party hereto, any Companion Loan
Noteholder and any Underwriter on request.

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

     (d) It is understood that the scope of the Trustee's review of the Mortgage
Files is limited solely to confirming that the documents specified in clauses
(i) through (v), (vii) and (viii) of the definition of "Mortgage File" have been
received and such additional information as will be necessary for delivering the
certifications required by Sections 2.02(a) and (b) above.

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

                                      -71-
<PAGE>

Mortgage Loan (a "Breach"), or discovers or receives notice of a breach of any
representation or warranty of the Depositor set forth in Section 2.04(b) with
respect to any Lehman Mortgage Loan (also, a "Breach"), such party shall give
prompt written notice thereof to each of the Rating Agencies, the related
Mortgage Loan Seller and the other parties hereto. If any such Document Defect
or Breach with respect to any Mortgage Loan materially and adversely affects the
interests of the Certificateholders therein, then such Document Defect shall
constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach", as the case may be. Promptly upon becoming aware of any such
Material Document Defect or Material Breach with respect to a UBS Mortgage Loan
(including through a written notice given by any party hereto, as provided
above), the Trustee shall require the UBS Mortgage Loan Seller, within the time
period and subject to the conditions provided for in the UBS/Depositor Mortgage
Loan Purchase Agreement, to cure such Material Document Defect or Material
Breach, as the case may be, or repurchase the affected Mortgage Loan 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 any
UBS Mortgage Loan that is part of a Loan Pair, to the REO Account for such Loan
Pair). Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a Lehman Mortgage Loan (including through a
written notice given by any party hereto, as provided above), the Depositor
shall, not later than 90 days from the earlier of the Depositor's discovery or
receipt of notice of such Material Document Defect or Material Breach, as the
case may be (or, in the case of a Material Document Defect or Material Breach
relating to a Lehman Mortgage Loan not being a "qualified mortgage" within the
meaning of the REMIC Provisions, not later than 90 days of any party discovering
such Material Document Defect or Material Breach), cure the same in all material
respects (which cure shall include payment of losses and any Additional Trust
Fund Expenses associated therewith) or, if such Material Document Defect or
Material Breach, as the case may be, cannot be cured within such 90-day period,
repurchase the affected Lehman Mortgage Loan 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 Lehman Mortgage Loan that is
part of a Loan Pair, to the REO Account for such Loan Pair); provided, however,
that if (i) such Material Document Defect or Material Breach is capable of being
cured but not within such 90-day period, (ii) such Material Document Defect or
Material Breach is not related to any Lehman Mortgage Loan not being a
"qualified mortgage" within the meaning of the REMIC Provisions and (iii) the
Depositor has commenced and is diligently proceeding with the cure of such
Material Document Defect or Material Breach within such 90-day period, then the
Depositor shall have an additional 90 days to complete such cure or, in the
event of a failure to so cure, to complete such repurchase (it being understood
and agreed that, in connection with the Depositor receiving such additional
90-day 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 90-day period and what
actions the Depositor is pursuing in connection with the cure thereof and
stating that the Depositor anticipates that such Material Document Defect or
Material Breach will be cured within such additional 90-day period; and
provided, further, that if, any such Material Document Defect is still not cured
after the initial 90 days and any such additional 90-day period solely due to
the failure of a recording office to have returned the recorded document, then
the Depositor shall be entitled to continue to defer its cure and repurchase
obligations in respect of such Document Defect so long as the Depositor
certifies to the Trustee every 30 days thereafter that the Document Defect is
still in effect solely because of the failure of a recording office to have
returned the recorded document and that the Depositor is diligently

                                      -72-
<PAGE>

pursuing the cure of such defect (specifying the actions being taken), except
that no such deferral of cure or repurchase may continue beyond the second
anniversary of the Closing Date.

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

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

     (c) The UBS/Depositor Mortgage Loan Purchase Agreement provides the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders,

                                      -73-
<PAGE>

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

     (d) In the event that the Master Servicer receives notice from the
Mortgagor under the Loan REMIC Mortgage Loan that such Mortgagor intends to
defease the Loan REMIC Mortgage Loan on or before the second anniversary of the
Start-up Day, the Master Servicer shall promptly notify the Trustee and the UBS
Mortgage Loan Seller of such Mortgagor's intention, and the Trustee shall direct
the UBS Mortgage Loan Seller to repurchase such Mortgage Loan at the Purchase
Price plus the yield maintenance payment provided for in the UBS/Depositor
Mortgage Loan Purchase Agreement prior to the occurrence of such defeasance.

     (e) In connection with any repurchase of the Loan REMIC Mortgage Loan,
pursuant to or as contemplated by this Section 2.03, the Tax Administrator shall
effect a "qualified liquidation" of the Loan REMIC in accordance with the REMIC
Provisions. The UBS Mortgage Loan Seller is obligated pursuant to the UBS
Mortgage Loan Purchase Agreement 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.

                                      -74-
<PAGE>

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

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

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

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

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

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

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

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

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

     (xiv) Immediately prior to the transfer of the 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 Mortgage Loan,
   free and clear of all liens, claims,

                                      -75-
<PAGE>

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

     (b) The Depositor hereby represents and warrants to the Trustee, for its
own benefit and the benefit of the Certificateholders, with respect to each
Lehman Mortgage Loan, as of the Closing Date or such other date specified in the
particular representation and warranty, that:

     (i) The information pertaining to such Mortgage Loan set forth in the
   Mortgage Loan Schedule was true and correct in all material respects as of
   its Due Date in December 2000.

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

     (iii) The Depositor owns such Mortgage Loan, has good and marketable title
   thereto, has full right, power and authority to sell, assign and transfer
   such Mortgage Loan and is transferring such Mortgage Loan free and clear of
   any and all liens, pledges, charges or security interests of any nature
   encumbering such Mortgage Loan, exclusive of the servicing rights pertaining
   thereto; no provision of the Mortgage Note, Mortgage(s) or other loan
   documents relating to such Mortgage Loan prohibits or restricts the
   Depositor's right to assign or transfer such Mortgage Loan; 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) The proceeds of such Mortgage Loan have been fully disbursed and there
   is no requirement for future advances thereunder.

     (v) Each of the related Mortgage Note, Mortgage(s), Assignment(s) of
   Leases, if any, and other agreements executed in connection therewith is the
   legal, valid and binding obligation of the maker thereof (subject to the
   non-recourse provisions therein and any state anti-deficiency legislation),
   enforceable in accordance with its terms, except as such enforcement may be
   limited by (A) bankruptcy, insolvency, reorganization or other similar 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), and except that 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
   clauses (A) and (B) above, those

                                      -76-
<PAGE>

   limitations or that unenforceability will not render that subject agreement
   or instrument invalid as a whole or substantially interfere with the
   mortgagee's realization of the principal benefits and/or security provided by
   the subject agreement or instrument; and, in the case of the related Mortgage
   Note, Mortgage(s) and Assignment(s) of Leases, a legal opinion to such effect
   was obtained by the originator of such Mortgage Loan at the time of
   origination. The Mortgage Loan is non-recourse to the Mortgagor or any other
   Person except for certain nonrecourse carveouts and any applicable
   guarantees. If such Mortgage Loan has a Cut-off Date Balance of $15 million
   or more, the related Mortgagor or another Person has agreed to be liable for
   all liabilities, costs, losses, damages, expenses or claims suffered or
   incurred by the mortgagee under such Mortgage Loan by reason of or in
   connection with and to the extent of (A) any intentional fraud or material
   intentional misrepresentation by the related Mortgagor and (B) any breach on
   the part of the related Mortgagor of any environmental representations,
   warranties and covenants contained in the related Mortgage Loan documents;
   provided that, instead of any breach described in clause (B) of this
   sentence, the related Mortgagor or such other Person may instead be
   responsible for liabilities, costs, losses, damages, expenses and claims
   resulting from a breach of the obligations and indemnities of the related
   Mortgagor under the related Mortgage Loan documents relating to hazardous or
   toxic substances, radon or compliance with environmental laws.

     (vi) As of the date of its origination or, if such Mortgage Loan is part of
   a Loan Pair, as of the date of the execution of the related Mortgage Note,
   there was no valid offset, defense, counterclaim or right to rescission with
   respect to any of the related Mortgage Note, Mortgage(s) or other agreements
   executed in connection therewith; and, as of the Closing Date, to the best of
   the Depositor's knowledge, there is no valid offset, defense, counterclaim or
   right to rescission with respect to such Mortgage Note, Mortgage(s) or other
   agreements; and, to the actual knowledge of the Depositor, no such claim has
   been asserted.

     (vii) The assignment of the related Mortgage(s) and Assignment(s) of Leases
   to the Trustee constitutes the legal, valid, binding and enforceable
   assignment of such documents in accordance with their respective terms,
   except as such enforcement may be limited by bankruptcy, insolvency,
   reorganization or other similar laws affecting the enforcement of creditors'
   rights generally, and by general principles of equity (regardless of whether
   such enforcement is considered in a proceeding in equity or at law).

     (viii) Except as otherwise set forth on Schedule III-viii, each related
   Mortgage is a valid and, subject to the limitations in paragraph (b)(v)
   above, enforceable first lien on the related Mortgaged Property and all
   buildings thereon and fixtures thereto, which Mortgaged Property is free and
   clear of all encumbrances and liens having priority over or on a parity with
   the first lien of such Mortgage, except for (A) liens for real estate taxes
   and special assessments not yet due and delinquent, (B) covenants, conditions
   and restrictions, rights of way, easements and other matters of public record
   as of the date of recording of such Mortgage, such exceptions appearing of
   record being customarily acceptable to mortgage lending institutions
   generally or specifically reflected in the appraisal (if any) of such
   Mortgaged Property made in connection with the origination of such Mortgage
   Loan, and (C) other matters to which like properties are commonly subject
   (the exceptions set forth in the foregoing clauses (A), (B) and (C)
   collectively, "Permitted Encumbrances"); and such Permitted Encumbrances do
   not, individually or in the aggregate,

                                      -77-
<PAGE>

   materially and adversely interfere with the benefits of the security intended
   to be provided by such Mortgage, materially and adversely interfere with the
   current use or operation of the related Mortgaged Property or materially and
   adversely affect the value or marketability of such Mortgaged Property or the
   ability of the related Mortgagor to timely pay in full the principal and
   interest on the related Mortgage Note. If the related Mortgaged Property is
   operated as a nursing facility or a hospitality property, the related
   Mortgage, together with any separate security agreement, chattel mortgage or
   similar agreement and UCC financing statement, if any, establishes and
   creates a first priority, perfected security interest (subject only to any
   prior purchase money security interest), to the extent such security interest
   can be perfected by the recordation of a Mortgage or the filing of a UCC
   financing statement, in all personal property owned by the Mortgagor that is
   used in, and is reasonably necessary to, the operation of the related
   Mortgaged Property.

     (ix) The related Mortgage Loan Seller has filed and/or recorded in all
   appropriate public filing and recording offices all UCC-1 financing
   statements necessary to create and perfect a security interest in and lien on
   the items of personal property described therein (such description being
   consistent with the practices of prudent commercial mortgage lenders), which
   personal property includes, in the case of healthcare facilities and hotel
   properties, all furniture, fixtures, equipment and other personal property
   located at the subject Mortgaged Property that is owned by the related
   Mortgagor and necessary or material to the operation of the subject Mortgaged
   Property (or, if not filed and/or recorded, the related Mortgage Loan Seller
   has submitted such UCC-1 financing statements for filing and/or recording and
   such UCC-1 financing statements are in form and substance acceptable for
   filing and/or recording), to the extent perfection may be effected pursuant
   to applicable law by recording or filing.

     (x) All taxes, governmental assessments, ground rents, water charges or
   sewer rents that prior to the related Due Date in December 2000 became due
   and owing in respect of, and materially affect, any related Mortgaged
   Property have been paid, and the Depositor knows of no unpaid tax,
   assessment, ground rent, water charges or sewer rent that prior to the
   Closing Date became due and owing 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.

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

                                      -78-
<PAGE>

     (xii) 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, except as
   otherwise set forth on Schedule III-xii, 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 (which
   Permitted Encumbrances do not, individually or in the aggregate, materially
   and adversely interfere with the benefits of the security intended to be
   provided by such Mortgage, materially and adversely interfere with the
   current use or operation of the related Mortgaged Property or materially or
   adversely affect the value or marketability of such Mortgaged Property or the
   ability of the related Mortgagor to timely pay in full the principal and
   interest on the related Mortgage Note), or there is a binding commitment from
   a title insurer qualified and/or licensed in the applicable jurisdiction, as
   required, to issue such policy; such title insurance policy, if issued, is in
   full force and effect, all premiums have been paid, is freely assignable and
   will inure solely to the benefit of the Trustee as mortgagee of record, or
   any such commitment is a legal, valid and binding obligation of such insurer;
   no claims have been made by the Depositor or any prior mortgagee under such
   title insurance policy, if issued; and neither the Depositor nor, to the best
   of the Depositor's knowledge, any prior mortgagee has done, by act or
   omission, anything that would materially impair the coverage of any such
   title insurance policy; such policy or commitment contains no exclusion for
   (or alternatively it insures, unless such coverage is unavailable in the
   relevant jurisdiction) (A) access to a public road, (B) that there is no
   material encroachment by any improvements on the Mortgaged Property, and (C)
   that the area shown on the survey materially conforms to the legal
   description of the Mortgaged Property.

     (xiii) As of the date of its origination and, to the best of the
   Depositor's knowledge, as of the Closing Date, all insurance required under
   each related Mortgage was in full force and effect with respect to each
   related Mortgaged Property; such insurance covered (except where a tenant
   under a lease is permitted to self-insure) such risks as were customarily
   acceptable to prudent commercial and multifamily mortgage lending
   institutions lending on the security of property comparable to the related
   Mortgaged Property in the jurisdiction in which such Mortgaged Property is
   located, and included (A) fire and extended perils insurance, in an amount
   (subject to a customary deductible) at least equal to 100% of the full
   insurable replacement cost of the improvements located on such Mortgaged
   Property (except to the extent not permitted by applicable law and then in
   such event in an amount at least equal to the initial principal balance of
   such Mortgage Loan, or the portion thereof allocable to such Mortgaged
   Property, together with an "agreed value endorsement"), (B) business
   interruption or rental loss insurance for a period of not less than 12
   months, (C) comprehensive general liability insurance in an amount not less
   than $1 million per occurrence, (D) workers' compensation insurance (if the
   related Mortgagor has employees and if required by applicable law), and (E)
   if (1) such Mortgage Loan is secured by a Mortgaged Property located in the
   State of California in or "seismic zone" 3 or 4 and (2) a seismic assessment
   revealed a maximum probable or bounded loss in excess of 20% of the amount of
   the estimated replacement cost of the improvements on such Mortgaged
   Property, earthquake insurance; it is an event of default under such Mortgage
   Loan if the above-described insurance coverage is not maintained by the
   related Mortgagor, and any reasonable out-of-pocket costs and expenses
   incurred by the mortgagee in connection with such default in obtaining such
   insurance coverage are recoverable from the related Mortgagor; the related
   insurance policies provide that they may not be terminated or reduced without
   at least 10 days' prior notice to the

                                      -79-
<PAGE>

   mortgagee and, to the Depositor's knowledge, it has not received any such
   notice; the related insurance policies (other than those limited to liability
   protection) name the mortgagee and its successors as loss payee; no notice of
   termination or cancellation with respect to any such insurance policy has
   been received by the Depositor; all premiums under any such insurance policy
   have been paid through the related Due Date in December 2000; all such
   insurance policies are required to be maintained with insurance companies
   having "financial strength" or "claims paying ability" ratings of at least
   "A:VIII" from A.M. Best Company or at least "A-" (or equivalent) from a
   nationally recognized statistical rating agency; and, except for certain
   amounts not greater than amounts which would be considered prudent by an
   institutional commercial mortgage lender with respect to a similar mortgage
   loan and which are set forth in the related Mortgage or other loan documents
   relating to such Mortgage Loan, any insurance proceeds will be applied either
   to the repair or restoration of all or part of the related Mortgaged Property
   or the reduction of the outstanding principal balance of such Mortgage Loan.

     (xiv) Other than payments due but not yet 30 days or more delinquent, there
   is, to the actual knowledge of the Depositor, (A) no material default,
   breach, violation or event of acceleration existing under the related
   Mortgage Note, the related Mortgage or other loan documents relating to such
   Mortgage Loan, and (B) no event which, with the passage of time or with
   notice and the expiration of any grace or cure period, would constitute a
   material default, breach, violation or event of acceleration under any of
   such documents; the Depositor has not waived any other material default,
   breach, violation or event of acceleration under any of such documents; and
   under the terms of such Mortgage Loan, no person or party other than the
   mortgagee may declare an event of default or accelerate the related
   indebtedness under such Mortgage Loan.

     (xv) 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 Scheduled Payment.

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

     (xvii) Except for the Mortgage Loan secured by the Mortgaged Property
   identified on the Mortgage Loan Schedule as Saratoga Apartments, which
   permits the related Mortgaged Property to be encumbered with secured
   subordinate debt subject to certain specified conditions, 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
   Mortgage Note, any related Mortgaged Property to secure any other promissory
   note or obligation (other than another Mortgage Loan in the Trust Fund or, if
   such Mortgage Loan is part of a Loan Pair, the related Companion Loan).

                                      -80-
<PAGE>

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

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

     (xx) One or more environmental site assessments were performed by an
   environmental consulting firm independent of the Depositor and the
   Depositor's Affiliates with respect to each related Mortgaged Property during
   the 12-month period (or, if such Mortgage Loan is one of the Mortgage Loans
   identified on Schedule III-xx, more than 12 months) preceding the related Due
   Date in December 2000, and the Depositor, having made no independent inquiry
   other than to review the report(s) prepared in connection with the
   assessment(s) referenced herein, has no knowledge of, and has not received
   actual notice of, any material and adverse environmental condition or
   circumstance affecting such Mortgaged Property that was not disclosed in such
   report(s); all such environmental site assessments met ASTM requirements; and
   none of the environmental reports reveal any circumstances or conditions that
   are in violation of any applicable environmental laws, or if such report does
   reveal such circumstances, then (1) the same have been remediated in all
   material respects, (2) sufficient funds have been escrowed or a letter of
   credit or other instrument has been delivered for purposes of covering the
   estimated costs of such remediation, (3) the related Mortgagor or other
   responsible party is currently taking remedial or other appropriate action to
   address the environmental issue consistent with the recommendations in such
   site assessment, (4) the cost of the environmental issue relative to the
   value of such Mortgaged Property was de minimis, or (5) environmental
   insurance has been obtained.

     (xxi) The related Mortgage Note, Mortgage(s), Assignment(s) of Leases and
   other loan documents securing such Mortgage Loan, if any, contain customary
   and enforceable provisions such as to render the rights and remedies of the
   holder thereof adequate for the practical realization against the related
   Mortgaged Property or Properties of the principal benefits of the security
   intended to be provided thereby, including realization by judicial or, if
   applicable, non-judicial foreclosure, subject to bankruptcy, insolvency,
   reorganization, moratorium and other similar laws affecting creditors' rights
   generally as from time to time in effect, and to general principles of equity
   (regardless of whether such enforceability is considered in a proceeding in
   equity or at law).

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

                                      -81-
<PAGE>

     (xxiii) Except as otherwise set forth on Schedule III-xxiii, such Mortgage
   Loan is secured by either a mortgage on a fee simple interest or a leasehold
   estate in a commercial property or multifamily property, including the
   related Mortgagor's interest in the improvements on the related Mortgaged
   Property.

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

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

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

     (xxvii) Except with respect to transfers of certain non-controlling and/or
   minority interests in the related Mortgagor as specified in the related
   Mortgage, and except with respect to one or more transfers of the related
   Mortgaged Property to a person that satisfies certain criteria (including
   criteria related to bankruptcy remoteness and property management experience)
   specified in the related Mortgage (which criteria is consistent with the
   practices of prudent commercial mortgage lenders), each related Mortgage
   contains either (A) provisions for the acceleration of the payment of the
   unpaid principal balance of such Mortgage Loan if any related Mortgaged
   Property or interest therein is directly or indirectly transferred or sold
   without the prior written consent of the mortgagee, or (B) provisions for the
   acceleration of the payment of the unpaid principal balance of such Mortgage
   Loan if any related Mortgaged Property or interest therein is directly or
   indirectly transferred or sold without the related Mortgagor having satisfied
   certain conditions specified in the related Mortgage with respect to
   permitted transfers (which conditions are consistent with the practices of
   prudent commercial mortgage lenders).

     (xxviii) Unless such Mortgage Loan is part of a Loan Pair, such Mortgage
   Loan, together with any other Mortgage Loan made to the same Mortgagor or to
   an Affiliate of such Mortgagor, does not represent more than 5% of the
   aggregate Cut-off Date Balance of the Mortgage Pool.

     (xxix) Except as set forth in a written instrument included in the related
   Mortgage File, the terms of the related Mortgage Note, the related
   Mortgage(s) and any related loan agreement and/or lock-box agreement have not
   been waived, modified, altered, satisfied, impaired, canceled, subordinated
   or rescinded in any manner, nor has any portion of a related Mortgaged
   Property been released from the lien of the related Mortgage to an extent,
   which in any such

                                      -82-
<PAGE>

   event materially interferes with the security intended to be provided by such
   document or instrument.

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

     (xxxi) The terms of the related Mortgage Note, Mortgage(s) or other loan
   document securing such Mortgage Loan do not provide for the release of any
   material portion of the related Mortgaged Property from the lien of such
   Mortgage 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"), or (C) delivery of substitute real property
   collateral.

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

     (xxxiii) Except as indicated on Schedule III-xxxiii hereto, the related
   Mortgagor has covenanted in the Mortgage Loan documents to deliver each year
   to the mortgagee monthly, quarterly and/or annual operating statements and
   rent rolls of each related Mortgaged Property.

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

                                      -83-
<PAGE>

     (xxxv) 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 no funds have been received from any Person
   other than such Mortgagor for or on account of payments due on the related
   Mortgage Note.

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

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

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

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

     (xl) Unless such Mortgage Loan is part of a Loan Pair, the related
   Mortgaged Property is not, to the Depositor's knowledge, collateral or
   security for any mortgage loan that is not in the Trust Fund; if such
   Mortgage Loan is cross-collateralized, it is cross-collateralized only with
   other Mortgage Loans in the Trust Fund. The security interest/lien on each
   material item of collateral for such Mortgage Loan has been assigned to the
   Trustee.

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

     (xlii) One or more engineering assessments were performed by an Independent
   engineering consulting firm on behalf of the Depositor or one of its
   Affiliates with respect to each related Mortgaged Property during the
   12-month period preceding the related Due Date in December 2000 (or, if such
   Mortgage Loan is one of the Mortgage Loans identified on Schedule III-xlii,
   more than 12 months), and the Depositor, having made no independent inquiry
   other than to review the report(s) prepared in connection with such
   assessment(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

                                      -84-
<PAGE>

   scope of the deferred maintenance relative to the value of such Mortgaged
   Property was de minimis.

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

     (xliv) The related Mortgagor has represented to the Depositor that, and to
   the actual knowledge of the Depositor, as of the date of origination of such
   Mortgage Loan, such Mortgagor, the related lessee, franchisor or operator was
   in possession of all material licenses, permits and authorizations then
   required for use of the related Mortgaged Property, which were valid and in
   full force and effect.

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

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

     (xlvii) If such Mortgage Loan is secured in whole or in material part by
   the interest of the related Mortgagor as a lessee under a Ground Lease but
   not by the related fee interest, then, except as set forth on Schedule
   III-xlvii:

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

            (B)  upon the foreclosure of such Mortgage Loan (or acceptance of a
                 deed in lieu thereof), the Mortgagor's interest in such Ground
                 Lease is assignable to the Trustee without the consent of the
                 lessor thereunder (or, if any such consent is required, it has
                 been obtained prior to the Closing Date) and, in the event that
                 it is so assigned, is further assignable by the Trustee and its
                 successors without a need to obtain the consent of such lessor
                 (or, if any such consent is required, it has been obtained
                 prior to the Closing Date);

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


                                      -85-
<PAGE>

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

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

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

            (G)  based upon the related policy of title insurance, the ground
                 lessee's interest in such Ground Lease is not subject to any
                 liens or encumbrances superior to, or of equal priority with,
                 the related Mortgage, other than the related ground lessor's
                 related fee interest and any exceptions stated in the related
                 title insurance policy or opinion of title, which exceptions do
                 not and will not materially and adversely interfere with (1)
                 the ability of the related Mortgagor timely to pay in full the
                 principal and interest on the related Mortgage Note, (2) the
                 current use of such Mortgaged Property, or (3) the value of the
                 Mortgaged Property;

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

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


                                      -86-
<PAGE>

            (J)  under the terms of such Ground Lease, any estoppel or consent
                 letter received by the mortgagee under such Mortgage Loan from
                 the lessor and the related Mortgage, taken together, any
                 related insurance proceeds or condemnation proceeds will be
                 applied either to the repair or restoration of all or part of
                 the related Mortgaged Property, with such mortgagee or a
                 trustee appointed by it having the right to hold and disburse
                 such proceeds as the repair or restoration progresses, or to
                 the payment of the outstanding principal balance of such
                 Mortgage Loan, together with any accrued interest thereon;

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

            (L)  upon the request of the mortgagee under such Mortgage Loan, the
                 ground lessor under such Ground Lease is required to enter into
                 a new lease upon termination of the Ground Lease as a result of
                 a default by the related Mortgagor; and

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

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

     (xlix) Each related Mortgaged Property constitutes one or more complete
   separate tax lots or is subject to an endorsement under the related title
   insurance policy; and each related Mortgaged Property is served by a public
   water system, a public sewer (or, alternatively, a septic) system, and other
   customary public utility facilities.

     (l) If such Mortgage Loan is a Defeasance Loan, the related Mortgage Loan
   documents require the related Mortgagor to pay all reasonable costs
   associated with the defeasance thereof, and either: (A) require the prior
   written consent of, and compliance with the conditions set by, the holder of
   such Mortgage Loan for defeasance, (B) require that (1) defeasance may not
   occur prior to the second anniversary of the Closing Date, (2) the Defeasance
   Collateral must be government securities within the meaning of Treasury
   Regulation Section 1.860G-2(a)(8)(i) and must be sufficient to make all
   scheduled payments under the related Mortgage Note when due (assuming for
   each ARD Mortgage Loan that it matures on its

                                      -87-
<PAGE>

   Anticipated Repayment Date) or, in the case of a partial defeasance that
   effects the release of a material portion of the related Mortgaged Property,
   to make all scheduled payments under the related Mortgage Note on that part
   of such Mortgage Loan equal to at least 125% of the allocated loan amount of
   the portion of the Mortgaged Property being released, (3) an independent
   accounting firm (which may be the Mortgagor's independent accounting firm)
   certify that the Defeasance Collateral is sufficient to make such payments,
   (4) the Mortgage Loan be assumed by a successor entity designated by the
   holder of such Mortgage Loan, and (5) counsel provide an opinion letter to
   the effect that the Trustee has a perfected security interest in such
   Defeasance Collateral prior to any other claim or interest, or (C) if such
   Mortgage Loan has a Cut-off Date Balance in excess of $15,000,000, provide
   that the defeasance of such Mortgage Loan is subject to rating confirmation
   by the Rating Agencies.

     (li) No Person has been granted or conveyed the right to service such
   Mortgage Loan or receive any consideration in connection therewith except as
   contemplated in this Agreement or as has been terminated.

     (lii) To the Depositor's knowledge, (A) the related Mortgaged Property is
   free and clear of any and all mechanics' and materialmen's liens that are not
   bonded or escrowed for, and (B) no rights are outstanding that under law
   could give rise to any such lien that would be prior or equal to the lien of
   the related Mortgage. The Depositor has not received actual notice with
   respect to such Mortgage Loan that any mechanics' and materialmen's liens
   have encumbered such Mortgaged Property since origination that have not been
   released, bonded or escrowed for.

     (liii) The Due Date for such Mortgage Loan is scheduled to be the first day
   or the first business day of each month (or, if such Mortgage Loan provides
   for quarterly payments, the tenth day of each of February, May, August and
   November).

     (liv) Subject only to Permitted Encumbrances (which Permitted Encumbrances
   do not, individually or in the aggregate, materially and adversely interfere
   with the benefits of the security intended to be provided by the related
   Mortgage, materially and adversely interfere with the current use or
   operation of the related Mortgaged Property or materially and adversely
   affect the value or marketability of such Mortgaged Property or the ability
   of the related Mortgagor to timely pay in full the principal and interest on
   the related Mortgage Note), 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, and each assignor thereunder has the full right to assign the same.

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

     (lvi) Except as indicated on Schedule III-lvi, the Depositor has no
   ownership interest in the related Mortgaged Property or the related Borrower
   other than in such Mortgage Loan being

                                      -88-
<PAGE>

   sold and assigned, and neither the Depositor nor any affiliate of the
   Depositor has any obligation to make any capital contributions to the related
   Borrower under the Mortgage or any other related Mortgage Loan document.

     (lvii) In the case of certain Mortgaged Properties securing
   cross-collateralized Mortgage Loans, certain Mortgage Loans secured by
   multiple Mortgaged Properties, and certain Mortgage Loans secured by one or
   more parcels constituting a single Mortgaged Property, the related mortgagee
   may be required to release a Mortgaged Property or a portion thereof upon
   payment of a portion of the related Mortgage Loan or the delivery of
   Defeasance Collateral or substitute real estate as specified in the related
   Mortgage Loan documents.

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

     (lix) The related Mortgage Loan documents require the related Borrower to
   furnish to the mortgagee at least annually an operating statement (or a
   balance sheet and a statement of income and expenses) with respect to the
   related Mortgaged Property or, in the case of a borrower occupied Mortgaged
   Property or the Cal Fed Mortgage Loan, a financial statement with respect to
   the related Borrower.

     (lx) 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.

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

     (lxii) If such Mortgage Loan has a Cut-off Date Balance of $15,000,000 or
   more, then:

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


                                      -89-
<PAGE>

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

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

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

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

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

     SECTION 2.05. Execution, Authentication and Delivery of Class R-I
                   Certificates; Creation of Loan REMIC Regular Interests.

     The Trustee hereby acknowledges the assignment to it of the assets included
in the Loan REMIC. Concurrently with such assignment and in exchange therefor,
(a) the Loan REMIC Regular Interest has 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 (insofar as they related to the Loan REMIC) evidenced by the Class R-I
Certificates, together with the Loan REMIC Regular Interest, constitute the
entire beneficial ownership of the Loan REMIC. The rights of the Class R-I
Certificateholders and REMIC I (as holder of the REMIC I Regular Interest) to
receive distributions from the proceeds of the Loan REMIC Mortgage Loan (or any
successor REO Loan) in respect of the Class R-I Certificates and the Loan REMIC
Regular Interest, respectively, and all ownership interests

                                      -90-
<PAGE>

   evidenced or constituted by the Class R-I Certificates and the Loan REMIC
   Regular Interest, shall be as set forth in this Agreement.

     SECTION 2.06. Conveyance of Loan REMIC Regular Interests; Acceptance of the
                   Loan REMIC 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
Interest to the Trustee for the benefit of the Holders of the Class R-I
Certificates and REMIC II as the holder of the REMIC I Regular Interests. The
Trustee acknowledges the assignment to it of the Loan REMIC Regular Interest 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 2.07. 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 2.08. Conveyance of REMIC I Regular Interests; Acceptance of
                   REMIC II by Trustee.

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

   SECTION 2.09. 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

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order of the Depositor, the Class R-II Certificates in authorized denominations.
The rights of the Class R-II Certificateholders and REMIC III (as holder of the
REMIC II Regular Interests) to receive distributions from the proceeds of REMIC
II in respect of the Class R-II Certificates and the REMIC II Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-II Certificates and the REMIC II Regular Interests, shall be as set forth in
this Agreement.

     SECTION 2.10. 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 2.11. Execution, Authentication and Delivery of REMIC III
                   Certificates.

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



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                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

     SECTION 3.01. Administration of the Mortgage Loans.

     (a) Each of the Master Servicer and the Special Servicer shall service and
administer the Mortgage Loans, Companion Loans and REO Properties that it is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, for the benefit of the Certificateholders (or, in the case of each
Companion Loan, on behalf of the related Companion Loan Noteholder), as
determined in the good faith and reasonable judgement of the Master Servicer or
the Special Servicer, as the case may be, in accordance with: (i) any and all
applicable laws; (ii) the terms of this Agreement, the respective Mortgage Loans
and Companion Loans and, in the case of the respective Loan Pairs, the Co-Lender
and Servicing Agreements; and (iii) to the extent consistent with the foregoing,
in accordance with the Servicing Standard. The Master Servicer or the Special
Servicer, as applicable in accordance with this Agreement, shall service and
administer each Cross-Collateralized Group as a single Mortgage Loan as and when
necessary and appropriate consistent with the Servicing Standard. Without
limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer
shall service and administer all Mortgage Loans and Companion Loans that are not
Specially Serviced Loans and shall render such services with respect to the
Specially Serviced Loans as are specifically provided for herein, and (ii) the
Special Servicer shall service and administer each Specially Serviced Loan and
REO Property and shall render such services with respect to the Mortgage Loans
and Companion Loans that are not Specially Serviced Loans as are specifically
provided for herein. All references herein to the respective duties of the
Master Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.21.

     (b) Subject to Section 3.01(a), Section 6.11 (taking account of Section
6.11(b)) and Section 6.11A (taking account of Section 6.11A(b)), the Master
Servicer and the Special Servicer shall each have full power and authority,
acting alone, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, each of the Master Servicer
and the Special Servicer, in its own name, with respect to each of the Mortgage
Loans and Companion Loans it is obligated to service hereunder, is hereby
authorized and empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders, the Trustee and each Companion Loan Noteholder or any of
them, (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) in accordance with the Servicing Standard
and subject to Section 3.20, Section 6.11 (taking account of Section 6.11(b))
and Section 6.11A (taking account of Section 6.11A(b)), any and all
modifications, extensions, waivers, amendments or consents to or with respect to
any documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. 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

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liable for any misuse of any such power of attorney by the Master Servicer or
the Special Servicer. Notwithstanding anything contained herein to the contrary,
neither the Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) except as relates to a Mortgage Loan or Companion
Loan that the Master Servicer or the Special Servicer, as applicable, is
servicing pursuant to its respective duties herein (in which case such servicer
shall give notice to the Trustee of the initiation), initiate any action, suit
or proceeding solely under the Trustee's name without indicating the Master
Servicer's or Special Servicer's, as applicable, representative capacity; or
(ii) take any action with the intent to cause, and that actually causes, the
Trustee to be registered to do business in any state.

     (c) The parties hereto acknowledge that each Loan Pair is subject to the
terms and conditions of the related Co-Lender and Servicing Agreement. With
respect to each Loan Pair, the parties hereto recognize the respective rights
and obligations of the "Lenders" under the related Co-Lender and Servicing
Agreement, including with respect to the allocation of collections on or in
respect of such Loan Pair in accordance with Section 4.01(a) of such Co-Lender
and Servicing Agreement, the making of payments to the "Lenders" in accordance
with Section 4.01(b) of such Co-Lender and Servicing Agreement and the purchase
of the Mortgage Loan in such Loan Pair by the related Companion Loan Noteholder
or its designee in accordance with Section 4.03 of such Co-Lender and Servicing
Agreement. The Master Servicer assumes the obligations of "Master Servicer"
under each Co-Lender and Servicing Agreement. In the event that the servicing
and administration of any Loan Pair is to be again governed by the terms of the
related Co-Lender and Servicing Agreement, as contemplated by Section 3.25(c) of
such Co-Lender and Servicing Agreement, the Master Servicer and, if such Loan
Pair is then being specially serviced, the Special Servicer each agree to act in
such capacity under such Co-Lender and Servicing Agreement. Notwithstanding the
foregoing, all of the Special Servicer's rights and obligations with respect to
the Companion Loans shall be governed by this Agreement unless and until, as
described in the preceding sentence, any such loan is to be specially serviced
and administered under the related Co-Lender and Servicing Agreement.

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

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

     SECTION 3.02. Collection of Loan Payments.

     (a) Each of the Master Servicer and the Special Servicer shall undertake
reasonable efforts to collect all payments required under the terms and
provisions of the Mortgage Loans and the Companion Loans it is obligated to
service hereunder and shall follow such collection procedures as are consistent
with the Servicing Standard; provided, however, that neither the Master Servicer
nor the Special Servicer shall, with respect to any ARD Loan after its
Anticipated Repayment Date, take any enforcement action with respect to the
payment of Additional Interest (other than the making of requests for its
collection), unless (i) the taking of an enforcement action with respect to the
payment of other amounts due under such ARD Loan is, in the good faith and
reasonable judgment of the Special

                                      -94-
<PAGE>

Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under such ARD Loan have been paid, the payment of
such Additional Interest has not been forgiven in accordance with Section 3.20
and, in the good faith and reasonable judgment of the Special Servicer, the
Liquidation Proceeds expected to be recovered in connection with such
enforcement action will cover the anticipated costs of such enforcement action
and, if applicable, any associated interest accrued on Advances. The Special
Servicer shall ensure that with respect to Specially Serviced Loans, the
Mortgagors make payments directly to the Master Servicer. Upon receipt of any
such payment with respect to a Specially Serviced Loan, the Master Servicer
shall promptly notify the Special Servicer, and the Special Servicer shall
direct the Master Servicer as to the proper posting of such payment. Consistent
with the foregoing, the Special Servicer, with regard to a Specially Serviced
Loan, or the Master Servicer, with regard to a Mortgage Loan or Companion Loan
that is not a Specially Serviced Loan, may waive or defer any Default Charges in
connection with collecting any late payment on a Mortgage Loan; provided that,
without the consent of the Special Servicer in the case of a proposed waiver by
the Master Servicer, no such waiver or deferral may be made by the Master
Servicer pursuant to this Section 3.02 if any Advance has been made as to such
delinquent payment.

     (b) All amounts collected in respect of any Cross-Collateralized Group in
the form of payments from Mortgagors, Insurance Proceeds and Liquidation
Proceeds, shall be applied by the Master Servicer among the Mortgage Loans
constituting such Cross-Collateralized Group in accordance with the express
provisions of the related loan documents and, in the absence of such express
provisions or to the extent that such payments and other collections may be
applied at the discretion of the lender, on a pro rata basis in accordance with
the respective amounts then "due and owing" as to each such Mortgage Loan.
Except with respect to the Gallery at Harborplace Loan Pair, the Amsdell
Portfolio Loan Pair and the Park Square Loan Pair, amounts collected in respect
of or allocable to any particular Mortgage Loan (whether or not such Mortgage
Loan constitutes part of a Cross-Collateralized Group) in the form of payments
from Mortgagors, Liquidation Proceeds or Insurance Proceeds shall be applied to
amounts due and owing under the related Mortgage Note and Mortgage (including
for principal and accrued and unpaid interest) in accordance with the express
provisions of the related Mortgage Note and Mortgage and, in the absence of such
express provisions or to the extent that such payments and other collections may
be applied at the discretion of the lender: first, as a recovery of any related
and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid
interest on such Mortgage Loan at the related Mortgage Rate to, but not
including, the date of receipt (or, in the case of a full Required Debt Service
Payment from any Mortgagor, through the related Due Date), exclusive, however,
in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, of any
such accrued and unpaid interest that constitutes Additional Interest; third, as
a recovery of principal of such Mortgage Loan then due and owing, including by
reason of acceleration of the Mortgage Loan following a default thereunder (or,
if a Liquidation Event has occurred in respect of such Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid principal
balance); fourth, unless a Liquidation Event has occurred with respect to such
Mortgage Loan, as a recovery of amounts to be currently applied to the payment
of, or escrowed for the future payment of, real estate taxes, assessments,
insurance premiums, 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, in the case of a repurchase of the
Loan REMIC Mortgage Loan by the UBS Mortgage Loan Seller as contemplated by
Section 2.03(d), as a recovery of any yield maintenance payment paid in
connection therewith); seventh, as a recovery of

                                      -95-
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any Default Charges then due and owing under such Mortgage Loan; eighth, as a
recovery of any assumption fees, modification fees and extension fees then due
and owing under such Mortgage Loan; ninth, as a recovery of any other amounts
then due and owing under such Mortgage Loan (other than remaining unpaid
principal and, in the case of an ARD Mortgage Loan after its Anticipated
Repayment Date, other than Additional Interest); tenth, as a recovery of any
remaining principal of such Mortgage Loan to the extent of its entire remaining
unpaid principal balance; and, eleventh, in the case of an ARD Mortgage Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such ARD Mortgage Loan to but not including the date of
receipt. All amounts collected in respect of the Gallery at Harborplace Loan
Pair, the Amsdell Portfolio Loan Pair or the Park Square Loan Pair shall be
applied to amounts due and owing under the related Mortgage Notes and Mortgage
(including for principal and accrued and unpaid interest) in accordance with the
express provisions of the related Mortgage Notes, Mortgage, loan agreement, if
any, and Co-Lender and Servicing Agreement.

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

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

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<PAGE>

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

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

     (d) The Master Servicer shall, as to all Mortgage Loans (other than the
Gallery at Harborplace Mortgage Loan, the Amsdell Portfolio Mortgage Loan and
the Park Square Mortgage Loan), establish and maintain, as applicable, one or
more accounts (the "Pool Reserve Accounts"), into which all Reserve Funds, if
any, shall be deposited and retained. The Master Servicer shall, at all times,
establish and maintain, with respect to each of the Gallery at Harborplace Loan
Pair, the Amsdell Portfolio Loan Pair and the Park Square Loan Pair, one or more
accounts (the "Gallery at Harborplace Reserve Accounts", the "Amsdell Portfolio
Reserve Accounts" and the "Park Square Reserve Accounts", respectively), in
which all related Reserve Funds, if any, shall be deposited and retained.
Withdrawals of amounts so deposited may be made (i) for the specific purposes
for which the particular Reserve Funds were delivered, in accordance with the
Servicing Standard and the terms of the related Mortgage Note, Mortgage and any
other agreement with the related Mortgagor governing such Reserve Funds, and
(ii) to pay the Master Servicer interest and investment income earned on amounts
in the

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Reserve Accounts as described below. To the extent permitted in the applicable
loan documents, funds in the Reserve Accounts may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Subject to the
related loan documents, all Reserve Accounts shall be Eligible Accounts.
Consistent with the Servicing Standard, the Master Servicer may waive or extend
the date set forth in any agreement governing Reserve Funds by which any
required repairs, capital improvements and/or environmental remediation at the
related Mortgaged Property must be completed; provided that any waiver, any
extension for more than 120 days and any subsequent extension may only be
granted with the consent of the Special Servicer.

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

     (a) The Master Servicer shall establish and maintain one or more separate
accounts (collectively, the "Pool Custodial Account"), in which the amounts
described in clauses (i) through (viii) below (which shall not include any
amounts allocable to the Companion Loans) shall be deposited and held on behalf
of the Trustee in trust for the benefit of the Certificateholders. The Pool
Custodial Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Pool Custodial Account, within one
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Mortgage Loans) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf subsequent to the Cut-off Date (other than in respect of (i)
principal and interest on the Mortgage Loans due and payable on or before the
Cut-off Date, (ii) that portion of the scheduled principal payment due in
February 2001 in respect of the Cal Fed Mortgage Loan that constitutes the
excess of the outstanding principal balance of the Cal Fed Mortgage Loan as of
the Closing Date over the Cut-off Date Balance of the Cal Fed Mortgage Loan and
(iii) interest accrued in respect of the Cal Fed Mortgage Loan during (and prior
to) November 2000, which amounts shall be delivered promptly to the Depositor or
its designee, with negotiable instruments endorsed as necessary and appropriate
without recourse, and other than amounts required to be deposited in the
Defeasance Deposit Account), or payments (other than Principal Prepayments)
received by it on or prior to the Cut-off Date but allocable to a period
subsequent thereto:

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

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

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

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

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<PAGE>

     (v) any amounts required to be deposited by the Master Servicer pursuant to
   Section 3.06 in connection with losses incurred with respect to Permitted
   Investments of funds held in the Pool Custodial Account;

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

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

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

provided that any amounts described in clauses (i)-(iv) and (vi)-(viii) above
that relate to any of the Gallery at Harborplace Mortgage Loan, the Amsdell
Portfolio Mortgage Loan or the Park Square Mortgage Loan or any related REO
Property (other than Liquidation Proceeds derived from the sale of the Gallery
at Harborplace Mortgage Loan, the Amsdell Portfolio Mortgage Loan or the Park
Square Mortgage Loan, as the case may be, to or through the related Companion
Loan Noteholder pursuant to the related Co-Lender and Servicing Agreement or as
a Defaulted Mortgage Loan pursuant to Section 3.18) shall be deposited in the
related Loan Pair-specific Custodial Account, and, in any such case, shall
thereafter be transferred to the Pool Custodial Account as provided in Section
3.05A.

     The foregoing requirements for deposit in the Pool Custodial Account shall
be exclusive. Notwithstanding the foregoing, actual payments from Mortgagors in
the nature of Escrow Payments, Reserve Funds, assumption fees, assumption
application fees, funds representing a Mortgagor's payment of costs and expenses
associated with assumptions and defeasance, modification fees, extension fees,
charges for beneficiary statements or demands, amounts collected for checks
returned for insufficient funds and any similar fees not expressly referred to
in the prior paragraph need not be deposited by the Master Servicer in the Pool
Custodial Account. If the Master Servicer shall deposit in the Pool Custodial
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Pool Custodial Account, any provision herein to
the contrary notwithstanding. The Master Servicer shall promptly deliver to the
Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(d), all assumption fees and assumption application fees (or
the applicable portions thereof) and other transaction fees received by the
Master Servicer to which the Special Servicer is entitled pursuant to such
section upon receipt of a written statement of a Servicing Officer of the
Special Servicer describing the item and amount (unless pursuant to this
Agreement it is otherwise clear that the Special Servicer is entitled to such
amounts, in which case a written statement is not required). The Pool Custodial
Account shall be maintained as a segregated account, separate and apart from
trust funds created for mortgage-backed securities of other series and the other
accounts of the Master Servicer.

     Upon receipt of any of the amounts described in clauses (i) through (iv)
and (viii) above with respect to any Mortgage Loan (other than the Gallery at
Harborplace Mortgage Loan, the Amsdell Portfolio Mortgage Loan and the Park
Square 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

                                      -99-
<PAGE>

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).

     If and when any Mortgagor under a Defeasance Loan elects to defease all or
any part of its Mortgage Loan and delivers cash to the Master Servicer to
purchase the required Defeasance Collateral, the Master Servicer shall establish
and maintain one or more separate segregated accounts (collectively, the
"Defeasance Deposit Account"), in which the Master Servicer shall deposit such
cash within one Business Day of receipt by the Master Servicer. The Master
Servicer shall retain such cash in the Defeasance Deposit Account pending its
prompt application to purchase Defeasance Collateral. The Master Servicer shall
hold such cash and maintain the Defeasance Deposit Account on behalf of the
Trustee and, in the case of a Loan Pair, the applicable Companion Loan
Noteholder, to secure payment on the related Defeasance Loan. The Defeasance
Deposit Account shall be an Eligible Account. To the extent permitted by law or
the applicable Defeasance Loan, prior to the purchase of Defeasance Collateral,
funds in the Defeasance Deposit Account may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. The Master
Servicer shall pay or cause to be paid to the related Mortgagor(s) interest, if
any, earned on the investment of funds in the Defeasance Deposit Account, if
required by law or the terms of the related Mortgage Loan(s).

     (b) The Trustee shall establish and maintain one or more trust accounts
(collectively, the "Collection Account") to be held in trust for the benefit of
the Certificateholders. The Collection Account shall be an Eligible Account. The
Master Servicer shall deliver to the Trustee each month on or before the Master
Servicer Remittance Date therein, for deposit in the Collection Account, an
aggregate amount of immediately available funds equal to the Master Servicer
Remittance Amount for such Master Servicer Remittance Date, together with, in
the case of the final Distribution Date, any additional amounts contemplated by
the second paragraph of Section 9.01.

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

     (i) any P&I Advances (or, in the case of the Cal Fed Mortgage Loan, Net
   Regular P&I Advances) required to be made by the Master Servicer in
   accordance with Section 4.03(a) and the Cal Fed Special P&I Advances required
   to be made by the Master Servicer in accordance with Section 4.03B;

     (ii) any amounts required to be deposited by the Master Servicer pursuant
   to Section 3.06 in connection with losses realized on Permitted Investments
   with respect to funds held in the Collection Account; and


                                     -100-
<PAGE>

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

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

     In the event that the Master Servicer fails, on any P&I Advance Date or
Master Servicer Remittance Date, to remit to the Trustee any amount(s) required
to be so remitted to the Trustee hereunder by such date (without regard to any
grace period), the Master Servicer shall pay the Trustee, for the account of the
Trustee, interest, calculated at the Prime Rate, on such amount(s) not timely
remitted, from and including that P&I Advance Date or Master Servicer Remittance
Date, as the case may be, to but not including the related Distribution Date.

     On the Master Servicer Remittance Date in March of each year (commencing in
March 2001), 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 Loans.

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

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

     SECTION 3.04A. Gallery at Harborplace, Amsdell Portfolio and Park
                    Square Custodial Accounts.

     (a) The Master Servicer shall establish and maintain, with respect to each
Loan Pair, one or more separate accounts (the "Gallery at Harborplace Custodial
Account", in the case of the Gallery at Harborplace Loan Pair, the "Amsdell
Portfolio Custodial Account", in the case of the Amsdell Portfolio Loan Pair and
the "Park Square Custodial Account", in the case of the Park Square Loan Pair)
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


                                      -101-


<PAGE>

may appear. 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 subsequent to the Cut-off Date (other than
in respect of principal and interest on such Loan Pair due and payable on or
before the Cut-off Date, which payments shall be held pursuant to the terms of
the applicable Co-Lender and Servicing Agreement, and other than amounts
required to be deposited in the Defeasance Deposit Account):

    (i) all payments on account of principal of 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;

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

     (v) any amounts required to be deposited by the Master Servicer pursuant to
   Section 3.06 in connection with losses incurred with respect to Permitted
   Investments of funds held in 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 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 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


                                     -102-

<PAGE>

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 not expressly referred to in the prior paragraph need
not be deposited by the Master Servicer in the related 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 of the Gallery at Harborplace Custodial Account, the Amsdell Portfolio
Custodial Account and Park Square 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 Business Days after receipt, remit such
amounts to the Master Servicer for deposit into the related 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 REO Account and thereafter remitted to the Master
Servicer for deposit into the related Custodial Account, all in accordance with
Section 3.16(c).

     (e) 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.

     (f) The Master Servicer shall give notice to the Trustee, the related
Companion Loan Noteholder and the Special Servicer of the location of each of
the Gallery at Harborplace Custodial Account, the Amsdell Portfolio Custodial
Account and the Park Square Custodial Account when first established and of the
new location of each such Custodial Account prior to any change thereof.


                                     -103-

<PAGE>

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

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

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

      (ii) to reimburse the Fiscal Agent, the Trustee and itself, in that order,
   for unreimbursed P&I Advances made thereby with respect to any Mortgage Loan
   or REO Loan (other than a Mortgage Loan or an REO 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 P&I Advance (other than Nonrecoverable Advances, which are
   reimbursable pursuant to clause (vii) below) being limited to amounts that
   represent Late Collections of interest and principal (net of any related
   Workout Fees or Liquidation Fees and (other than in the case of the Cal Fed
   Mortgage Loan if and to the extent the related Master Servicing Fee was
   previously advanced) net of the related Master Servicing Fees) received in
   respect of the particular Mortgage Loan or REO Loan as to which such P&I
   Advance was made;

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

      (iv) to pay (A) to the Special Servicer, out of general collections on the
   Mortgage Loans and any REO Properties, earned and unpaid Special Servicing
   Fees in respect of each Specially Serviced Mortgage Loan and REO Loan (other
   than a Specially Serviced Mortgage Loan or an REO Loan that is part of a Loan
   Pair), and (B) to itself, out of general collections on the Mortgage Loans
   and REO Properties, any Master Servicing Fee earned in respect of any
   Mortgage Loan or REO Loan (other than a Mortgage Loan or an REO Loan that is
   part of a Loan Pair) that remains unpaid in accordance with clause (iii)
   above following a Final Recovery Determination made with respect to such
   Mortgage Loan or the related REO Property and the deposit into the Pool
   Custodial Account of all amounts received in connection therewith;

      (v) to pay the Special Servicer (or, if applicable, a predecessor Special
   Servicer) earned and unpaid Workout Fees and Liquidation Fees in respect of
   each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO
   Loan (other than a Mortgage Loan or an REO Loan that is part of a Loan Pair),
   as applicable, in the amounts and from the sources specified in Section
   3.11(c);


                                     -104-

<PAGE>

      (vi) to reimburse the Fiscal Agent, the Trustee, itself and the Special
   Servicer, in that order, for any unreimbursed Servicing Advances made thereby
   with respect to any Mortgage Loan or REO Property (other than a Mortgage Loan
   that is part of, or an REO Property that relates to, a Loan Pair), the Fiscal
   Agent's, the Trustee's, the Master Servicer's and the Special Servicer's
   respective rights to reimbursement pursuant to this clause (vi) with respect
   to any Servicing Advance being limited to payments made by the related
   Mortgagor that are allocable to such Servicing Advance, or to Liquidation
   Proceeds (net of Liquidation Fees payable therefrom), Insurance Proceeds and,
   if applicable, REO Revenues received in respect of the particular Mortgage
   Loan or REO Property as to which such Servicing Advance was made;

      (vii) to reimburse the Fiscal Agent, the Trustee, itself and the Special
   Servicer, in that order, out of general collections on the Mortgage Loans and
   any REO Properties, for any unreimbursed Advances (other than unreimbursed
   P&I Advances with respect to a Companion Loan or successor REO Loan) that
   have been or are determined to be Nonrecoverable Advances;

      (viii) to pay the Fiscal Agent, the Trustee, itself and the Special
   Servicer, in that order, any interest accrued and payable in accordance with
   Section 3.11(g) or 4.03(d), as applicable, on any Advance (other than, in the
   case of the Cal Fed Mortgage Loan, a Cal Fed Special P&I Advance) made
   thereby (other than with respect to a Loan Pair or related REO Property), the
   Fiscal Agent's, the Trustee's, the Master Servicer's and the Special
   Servicer's respective rights to payment pursuant to this clause (viii) with
   respect to interest on any such Advance being permitted to be satisfied (A)
   first, out of Default Charges collected on or in respect of the Mortgage Pool
   during the Collection Period in which such Advance is reimbursed, as and to
   the extent contemplated by clause first of Section 3.26(a), and (B) then, to
   the extent that such Default Charges described in the immediately preceding
   clause (A) are insufficient, but only after such Advance has been reimbursed,
   out of general collections on the Mortgage Loans and any REO Properties if
   such Advance has been reimbursed on a prior date;

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

      (x) to pay, out of general collections on the Mortgage Loans and any REO
   Properties, for costs and expenses incurred by the Trust Fund pursuant to
   Section 3.09(c) (other than the costs of environmental testing, which are to
   be covered by, and reimbursable as, a Servicing Advance); provided that, in
   the case of a Mortgaged Property that relates to a Loan Pair, such payment is
   to be made only to the extent that it would not ultimately be payable out of
   collections on or in respect of such Loan Pair;

      (xi) to pay itself, as additional servicing compensation in accordance
   with Section 3.11(b), (A) interest and investment income earned in respect of
   amounts held in the Pool Custodial Account as provided in Section 3.06(b),
   but only to the extent of the Net


                                     -105-

<PAGE>

   Investment Earnings with respect to the Pool Custodial Account for any
   Collection Period, (B) Prepayment Interest Excesses and (C) Net Default
   Charges that accrued in respect of Mortgage Loans that are not Specially
   Serviced Mortgage Loans; to pay the Special Servicer, as additional special
   servicing compensation in accordance with Section 3.11(d), Net Default
   Charges that accrued in respect of Specially Serviced Mortgage Loans and REO
   Loans; and to pay the Master Servicer, Trustee or Fiscal Agent (whichever
   party is then making Cal Fed Special P&I Advances), out of any Required Debt
   Service Payment on the Cal Fed Mortgage Loan, the Cal Fed Special P&I Advance
   Additional Compensation Amount; provided that, except for subclause (A) of
   this clause (xi), payments pursuant to this clause (xi) shall not relate to
   any Loan Pair;

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

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

      (xiv) to pay, out of general collections on the Mortgage Loans and any REO
   Properties, for (A) the cost of the Opinion of Counsel contemplated by
   Section 11.02(a), (B) the cost of an Opinion of Counsel contemplated by
   Section 11.01(a) or 11.01(c) in connection with any amendment to this
   Agreement requested by the Master Servicer or the Special Servicer that
   protects or is in furtherance of the rights and interests of
   Certificateholders, (C) the cost of recording this Agreement in accordance
   with Section 11.02(a) and (D) the cost of the Trustee's transferring Mortgage
   Files and other documents to a successor after being terminated by
   Certificateholders pursuant to Section 8.07(c) without cause;

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

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

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


                                     -106-

<PAGE>

     The Master Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, in connection
with any withdrawal from the Pool Custodial Account pursuant to clauses (ii) -
(xvi) above.

     The Master Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer), the Trustee or the Fiscal
Agent from the Custodial Accounts, amounts permitted to be paid to the Special
Servicer (or to any such third party contractor), the Trustee or the Fiscal
Agent therefrom promptly upon receipt of a written statement of a Servicing
Officer of the Special Servicer or of a Responsible Officer of the Trustee or
the Fiscal Agent describing the item and amount to which the Special Servicer
(or such third party contractor), the Trustee or the Fiscal Agent, as
applicable, is entitled (unless pursuant to this Agreement it is otherwise clear
that the Special Servicer, the Trustee or the Fiscal Agent, as the case may be,
is entitled to such amounts, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and
shall have no duty to re-calculate the amounts stated therein. The Special
Servicer shall keep and maintain separate accounting for each Specially Serviced
Mortgage Loan and REO Property, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request for withdrawal from the Pool
Custodial Account. With respect to each Mortgage Loan for which it makes an
Advance, each of the Trustee and Fiscal Agent shall keep and maintain separate
accounting for each Mortgage Loan and REO Property, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request for
withdrawal from the Pool Custodial Account for reimbursements of Advances or any
interest thereon.

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

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

     (ii) to pay the Trustee, the Fiscal Agent or any of their respective
   directors, officers, employees and agents, as the case may be, out of general
   collections on the Mortgage Loans and any REO Properties, any amounts payable
   or reimbursable to any such Person pursuant to Section 7.01(b) and/or Section
   8.05, as applicable;

     (iii) to pay, out of general collections on the Mortgage Loans and any REO
   Properties, for the cost of the Opinions of Counsel sought by the Trustee or
   the Tax Administrator (A) as provided in clause (v) of the definition of
   "Disqualified Organization", (B) as contemplated by Sections 9.02(a)(i),
   10.01(i) and 10.02(e), or (C) as contemplated by Section 11.01(a) or 11.01(c)
   in connection with any amendment to this Agreement requested by the Trustee
   which amendment is in furtherance of the rights and interests of
   Certificateholders;

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


                                     -107-

<PAGE>

     (v) to pay the Tax Administrator, out of general collections on the
   Mortgage Loans and any REO Properties, any amounts reimbursable to it
   pursuant to Section 10.01(f) or Section 10.02(b);

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

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

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

     (c) On each Master Servicer Remittance Date in March (commencing in March
2001), 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 Loans during
January and/or February of the same year in accordance with Section 3.04(c).

     SECTION 3.05A. Permitted Withdrawals From the Gallery at Harborplace
                    Custodial Account, Amsdell Portfolio Custodial Account and
                    Park Square Custodial Account.

     The Master Servicer may, from time to time, make withdrawals from the
Gallery at Harborplace Custodial Account, the Amsdell Portfolio Custodial
Account and the Park Square Custodial Account, as the case may be, for any of
the following purposes (the order set forth below not constituting an order of
priority for such withdrawals):

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

     (ii) to reimburse, first, the Fiscal Agent, second, the Trustee, third,
   the Gallery at Harborplace Fiscal Agent, the Amsdell Portfolio Fiscal Agent
   or the Park Square Fiscal Agent, as applicable, fourth, the Gallery at
   Harborplace Trustee, the Amsdell Portfolio Trustee or the Park Square
   Trustee, as applicable, and last, itself, in that order, for unreimbursed P&I
   Advances made by such party (with its own funds) with respect to the related
   Loan Pair, any such party's rights to reimbursement pursuant to this clause
   (ii) with respect to any P&I Advance being limited to amounts that represent
   late collections of interest and principal (net of the related Master
   Servicing Fees and any related Workout Fees or Liquidation Fees) received in
   respect of the particular loan in the related Loan Pair as to which such P&I
   Advance was made;

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


                                     -108-

<PAGE>

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

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

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

     (vii) to reimburse first, the Fiscal Agent, second, the Trustee, third,
   the Gallery at Harborplace Fiscal Agent, the Amsdell Portfolio Fiscal Agent
   or the Park Square Fiscal Agent, as applicable, fourth, the Gallery at
   Harborplace Trustee, the Amsdell Portfolio Trustee or the Park Square
   Trustee, as applicable, fifth, itself and, last, the Special Servicer, in
   that order, for any unreimbursed Servicing Advances made thereby with respect
   to the related Loan Pair or REO Property, any such party's respective rights
   to reimbursement pursuant to this clause (vii) with respect to any Servicing
   Advance being limited to payments made by the related Mortgagor that are
   allocable to such Servicing Advance, or to Liquidation Proceeds (net of
   Liquidation Fees payable therefrom), Insurance Proceeds and, if applicable,
   REO Revenues received in respect of the particular Mortgage Loan or REO
   Property as to which such Servicing Advance was made;

     (viii) to pay first, the Fiscal Agent, second, the Trustee, third, the
   Gallery at Harborplace Fiscal Agent, the Amsdell Portfolio Fiscal Agent or
   the Park Square Fiscal Agent, as applicable, fourth, the Gallery at
   Harborplace Trustee, the Amsdell Portfolio Trustee or the Park Square
   Trustee, as applicable, fifth, itself and, last, the Special Servicer, in
   that order, any interest accrued on any Advance made thereby with respect to
   the related Loan Pair or REO Property, any such party's respective right to
   payment pursuant to this clause (viii) with respect to interest on any
   Advance being permitted to be satisfied (A) out of Default Charges collected
   on or in respect of the related Loan Pair during the same Collection Period
   in which such Advance is reimbursed, and (B) to the extent that the Default
   Charges described in the immediately preceding clause (A) are insufficient,
   but only after such Advance has been reimbursed, out of any other collections
   on or in respect of the related Loan Pair; provided that interest on P&I
   Advances made with respect to a Companion Loan may be paid pursuant to this
   clause (viii) solely from Default Charges collected on or in respect of that
   particular Companion Loan;

     (ix) to pay for (A) costs and expenses incurred with respect to the
   related Mortgaged Property pursuant to Section 3.09(c) (other than the costs
   of environmental testing, which are to


                                     -109-



<PAGE>

   be covered by, and reimbursable as, a Servicing Advance), (B) the costs
   and expenses of obtaining appraisals of the related Mortgaged Property
   pursuant to Section 3.11(h) or 4.03A(c) and (C) the fees of any Independent
   Contractor retained with respect to any related REO Property pursuant to
   Section 3.17A(d) (to the extent that it has not paid itself such fees prior
   to remitting collections on such REO Property to the Special Servicer);

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

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

     (xii) to pay for the cost of recording the related Co-Lender and Servicing
   Agreement and any required opinion of counsel related thereto; and

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

     The Master Servicer shall keep and maintain separate accounting records in
connection with any withdrawal from the Gallery at Harborplace Custodial
Account, the Amsdell Portfolio Custodial Account or the Park Square Custodial
Account pursuant to clauses (ii)-(xii) above.

     The Master Servicer shall pay to each of the Special Servicer (or to third
party contractors at the direction of the Special Servicer), the Gallery at
Harborplace Fiscal Agent, the Amsdell Portfolio Fiscal Agent, the Park Square
Fiscal Agent, the Gallery at Harborplace Trustee, the Amsdell Portfolio Trustee,
the Park Square Trustee, the Trustee and the Fiscal Agent, as applicable, from
the Gallery at Harborplace Custodial Account, the Amsdell Portfolio Custodial
Account or the Park Square Custodial Account, as applicable, 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 Gallery at Harborplace Fiscal Agent, the Amsdell Portfolio Fiscal
Agent, the Park Square Fiscal Agent, the Gallery at Harborplace Trustee, the
Amsdell Portfolio Trustee, the Park Square 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 Gallery at Harborplace Fiscal
Agent, the Amsdell Portfolio Fiscal Agent, the Park Square Fiscal Agent, the
Gallery at Harborplace Trustee, the


                                     -110-

<PAGE>

Amsdell Portfolio Trustee, the Park Square Trustee, the Trustee or the Fiscal
Agent, as the case may be, is entitled. The Master Servicer may rely
conclusively on any such written statement and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer, the Gallery at
Harborplace Fiscal Agent, the Amsdell Portfolio Fiscal Agent, the Park Square
Fiscal Agent, the Gallery at Harborplace Trustee, the Amsdell Portfolio Trustee,
the Park Square Trustee, the Trustee and the Fiscal Agent shall each keep and
maintain separate accounting for the purpose of justifying any request for
withdrawal from the Gallery at Harborplace Custodial Account, the Amsdell
Portfolio Custodial Account or the Park Square Custodial Account on a
loan-by-loan basis.

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

     (a) The Master Servicer may direct in writing any depository institution
maintaining a Servicing Account, a Reserve Account, the Defeasance Deposit
Account or a Custodial Account (each, for purposes of this Section 3.06, an
"Investment Account"), and the Special Servicer may direct in writing any
depository institution maintaining an REO Account (also, for purposes of this
Section 3.06, an "Investment Account"), to invest, or if it is such depository
institution, may itself invest, the funds held therein in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement; provided that, in the case of any Servicing
Account, any Reserve Account or the Defeasance Deposit Account, such investment
direction shall be subject to the related Mortgage Loan documents. Funds in the
Collection Account and the Interest Reserve Account will remain uninvested. All
such Permitted Investments shall be held to maturity, unless payable on demand.
Any investment of funds in an Investment Account shall be made in the name of
the Trustee (in its capacity as such) and, in the case of a Permitted Investment
in any Investment Account solely related to a particular Loan Pair, the related
Companion Loan Noteholder. The Master Servicer (with respect to Permitted
Investments of amounts in the Servicing Accounts, the Reserve Accounts, the
Defeasance Deposit Account and the Custodial Accounts) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Accounts), on
behalf of the Trustee and, in the case of any Investment Account solely related
to a particular Loan Pair, the related Companion Loan Noteholder, shall (and the
Trustee hereby designates the Master Servicer and the Special Servicer, as
applicable, as the Person that shall) (i) be the "entitlement holder" of any
Permitted Investment that is a "security entitlement" and (ii) maintain
"control" of any Permitted Investment that is either a "certificated security"
or an "uncertificated security". For purposes of this Section 3.06(a), the terms
"entitlement holder", "security entitlement", "control", "certificated security"
and "uncertificated security" shall have the meanings given such terms in
Revised Article 8 (1994 Revision) of the UCC, and "control" of any Permitted
Investment in any Investment Account by the Master Servicer or the Special
Servicer shall constitute "control" by a Person designated by, and acting on
behalf of, the Trustee and, in the case of any Investment Account solely related
to a particular Loan Pair, the related Companion Loan Noteholder, for purposes
of Revised Article 8 (1994 Revision) of the UCC. 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:


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<PAGE>


     (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
Mortgage 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. 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 Mortgage Loan documents or applicable
law) and (ii) the Custodial Accounts, and the Special Servicer (in the case of
the REO Accounts) shall promptly deposit therein from its own funds, without
right of reimbursement, no later than the end of the Collection Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, for
such Investment Account for such Collection Period. Notwithstanding any of the
foregoing provisions of this Section 3.06, no party shall be required 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 amounts so invested shall be deemed to remain
on deposit in such Investment Account.


                                     -112-



<PAGE>

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

     (a) The Master Servicer (with respect to Mortgage Loans and Companion Loans
that are not Specially Serviced Loans) and the Special Servicer (with respect to
Specially Serviced Loans) shall, consistent with the Servicing Standard, cause
to be maintained for each Mortgaged Property all insurance coverage as is
required under the related Mortgage; provided that if and to the extent that any
such Mortgage permits the holder thereof any discretion (by way of consent,
approval or otherwise) as to the insurance coverage that the related Mortgagor
is required to maintain, the Master Servicer or Special Servicer, as the case
may be, shall exercise such discretion in a manner consistent with the Servicing
Standard; and provided, further, that, if and to the extent that a Mortgage so
permits, the Master Servicer or Special Servicer, as the case may be, shall use
reasonable best efforts to require the related Mortgagor to obtain the required
insurance coverage from Qualified Insurers that have a "claims paying ability"
or "financial strength" rating, as applicable, of at least "A2" from Moody's (if
then rated by Moody's, and if not rated by Moody's, then at least "A:VIII" or
better from A.M. Best Company) and "A" from 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). Any Controlling Class
Certificateholder may request that earthquake insurance be secured for one or
more Mortgaged Properties by the related Mortgagor, to the extent such insurance
may reasonably be obtained and provided the related loan documents and
applicable law give the mortgagee the right to request such insurance coverage
and such loan documents require the Mortgagor to obtain earthquake insurance at
the request of the mortgagee. The related Companion Loan Noteholder may request
that earthquake insurance, to the extent such insurance may reasonably be
obtained, be secured for the Gallery at Harborplace Mortgaged Property, the
Amsdell Portfolio Mortgaged Property or the Park Square Mortgaged Property at
the expense of such Companion Loan Noteholder. Subject to Section 3.17(a), the
Special Servicer, in accordance with the Servicing Standard, shall also cause to
be maintained for each REO Property no less insurance coverage than was
previously required of the Mortgagor under the related Mortgage; provided that
all such insurance shall be obtained from Qualified Insurers that, if they are
providing casualty insurance, shall have a "claims paying ability" or "financial
strength" rating, as applicable, of at least "A2" from Moody's 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). 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 and Companion Loans, including Specially Serviced Loans), and
shall be in the name of the Special Servicer (in the case of insurance
maintained in respect of REO Properties), on behalf of the Trustee; and, in each
case, such insurance shall be issued by a Qualified Insurer. Any amounts
collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or REO Property or amounts to be released to the related
Mortgagor, in each case subject to the rights of any tenants and ground lessors,
as the case may be, and in each case in accordance with the terms of the related
Mortgage and the Servicing Standard) shall be deposited in the applicable
Custodial Account in accordance with Section 3.04(a) or 3.04A(a), as the case
may be, in the case of amounts received in respect of a Mortgage Loan or
Companion 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 shall not, for purposes hereof, including calculating monthly
distributions to


                                     -113-

<PAGE>

Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, Companion Loan or REO Loan,
notwithstanding that the terms of such loan so permit, but shall be recoverable
by the Master Servicer and the Special Servicer as a Servicing Advance.

     (b) If either the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy insuring
against hazard losses on all of the Mortgage Loans, Companion 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 "A2"
from Moody's (if then rated by Moody's, and if not then rated by Moody's, then
at least "A:VIII" from A.M. Best Company) and "A" from S&P (or, in the case of
either Rating Agency, such lower rating as will not result in an Adverse Rating
Event, as evidenced in writing by such Rating Agency), and (ii) provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause hazard insurance to be
maintained on the related Mortgaged Properties and/or REO Properties. Such
blanket policy may contain a deductible clause (not in excess of a customary
amount), in which case the Master Servicer or the Special Servicer, as
appropriate, shall, if there shall not have been maintained on the related
Mortgaged Property or REO Property an individual hazard insurance policy
complying with the requirements of Section 3.07(a), and there shall have been
one or more losses that would have been covered by such individual policy,
promptly deposit into the Pool Custodial Account (or, in the case of a Mortgaged
Property that secures a Loan Pair, into the Custodial Account that specifically
relates to such Loan Pair) from its own funds the amount not otherwise payable
under the blanket policy because of such deductible clause. The Master Servicer
or the Special Servicer, as appropriate, shall prepare and present, on behalf of
itself, the Trustee and the Certificateholders or, in the case of a Mortgaged
Property that relates to a Loan Pair, on behalf of itself and the related
Companion Loan Noteholder, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy.

     (c) Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Loans and/or REO Properties
are part of the Trust Fund) keep in force with Qualified Insurers having (or
whose obligations are guaranteed or backed, in writing, by entities having) a
"claims paying ability" or "financial strength" rating, as applicable, of at
least "Baa3" from Moody's (if then rated by Moody's, and if not rated by
Moody's, then at least "A:VIII" from A.M. Best Company) and "A" from 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), a fidelity
bond, which fidelity bond shall be in such form and amount as would permit it to
be a qualified Fannie Mae seller-servicer of multifamily mortgage loans, or in
such other form and amount as would not cause an Adverse Rating Event (as
evidenced in writing from each Rating Agency). Each of the Master Servicer and
the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Master Servicer or the Special Servicer, as the case may be.

     Subject to the third paragraph of this Section 3.07(c), each of the Master
Servicer and the Special Servicer shall at all times during the term of this
Agreement (or, in the case of the Special


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<PAGE>

Servicer, at all times during the term of this Agreement in which Specially
Serviced Loans and/or REO Properties are part of the Trust Fund) also keep in
force with Qualified Insurers having (or whose obligations are guaranteed or
backed, in writing, by entities having) a "claims paying ability" or "financial
strength" rating, as applicable, of at least "Baa3" from Moody's (if then rated
by Moody's, and if not rated by Moody's, then at least "A:VIII" from A.M. Best
Company) and "A" from 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), a policy or policies of insurance covering loss occasioned
by the errors and omissions of its officers, employees and agents in connection
with its servicing obligations hereunder, which policy or policies shall be in
such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event (as evidenced in writing from each
Rating Agency). Each of the Master Servicer and the Special Servicer shall be
deemed to have complied with the foregoing provisions if an Affiliate thereof
has such insurance and, by the terms of such policy or policies, the coverage
afforded thereunder extends to the Master Servicer or the Special Servicer, as
the case may be.

     Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer, as the case may be (or,
in the case of the initial Master Servicer and Special Servicer, their
respective direct or indirect parent), are rated at least "A2" from Moody's (if
then rated by Moody's, and if not then rated by Moody's, then an equivalent
rating by at least one additional nationally recognized statistical rating
agency besides 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).

     SECTION 3.08. Enforcement of Alienation Clauses.

     (a) In the event that the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan or Companion Loan
(other than a Specially Serviced Loan) that expressly permit, with the lender's
consent, subject to the conditions described in the Mortgage Loan documents, the
transfer of the related Mortgaged Property to, and assumption of such Mortgage
Loan or Companion Loan, as the case may be, by, another Person or transfers of
certain interests in such Mortgagor, the Master Servicer shall promptly obtain
relevant information for purposes of evaluating such request. If the Master
Servicer recommends to approve such transfer and/or assumption, the Master
Servicer shall promptly provide to the Special Servicer a copy of such
recommendation (which shall include the reason therefor) and the materials upon
which such recommendation is based. The Special Servicer shall have the right
hereunder, within 15 days of receipt of such recommendation and supporting
materials and any other materials reasonably requested by the Special Servicer,
to reasonably withhold or, subject to Section 3.08(d), Section 6.11 and Section
6.11A, grant consent to any such request for such transfer and/or assumption in
accordance with the terms of the Mortgage Loan and this Agreement, including,
without limitation, the Servicing Standard. If the Special Servicer does not
respond within such 15-day period, the Special Servicer's consent shall be
deemed granted. If the Special Servicer consents or is deemed to have consented
to such proposed transfer and/or assumption, the Master Servicer shall process
such request of the related Mortgagor; and, in the case of a transfer of the
related Mortgaged Property to, and assumption of such Mortgage Loan or Companion
Loan, as the case may be, by, another Person, the Master Servicer shall be
authorized to


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<PAGE>

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 Companion Loan Noteholder,
of any assumption or substitution agreement executed pursuant to this Section
3.08(a) and shall forward thereto a copy of such agreement together with a
Review Package. The Master Servicer shall be entitled (as additional servicing
compensation) to 50% of each assumption fee and 100% of each assumption
application fee and each other applicable fee, for approving a transfer of a
Mortgaged Property or an interest in a Mortgagor collected from a Mortgagor in
connection with an assumption or substitution agreement executed pursuant to
this Section 3.08(a) or a transfer of interest in a Mortgagor approved pursuant
to this Section 3.08(a), and the Special Servicer shall be entitled (as
additional special servicing compensation) to the remaining portion, if any, of
each such assumption fee. Subject to the terms of the related Mortgage Loan
documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made
without the assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related
Mortgage Loan documents and applicable law, no assumption of a Mortgage Loan
shall be made or transfer of interest in a Mortgagor approved, unless all costs
in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

     (b) Other than with respect to a transfer and assumption referred to in
subsection (a) above, if any Mortgage contains restrictions on transfers of the
related Mortgaged Property and/or transfers of interests in the related
Mortgagor, then the Special Servicer, on behalf of the Trust (and, with respect
to a Loan Pair, the related Companion Loan Noteholder), and not the Master
Servicer, shall, to the extent permitted by applicable law, enforce such
restrictions, unless the Special Servicer has determined, in its reasonable,
good faith judgment, that waiver of such restrictions would be in accordance
with the Servicing Standard (as evidenced by an Officer's Certificate setting
forth the basis for such determination delivered, together with a Review Package
in respect thereof, to the Trustee, the Master Servicer, each Rating Agency and,
with respect to a Loan Pair, the related Companion Loan Noteholder); provided
that any such waiver of such restrictions shall be subject to Section 3.08(d),
Section 6.11 and Section 6.11A. If the Master Servicer receives a request for
consent to a transfer and assumption of a Specially Serviced Loan, the Master
Servicer shall immediately notify the Special Servicer of such request and
deliver to the Special Servicer the Mortgage File (or a copy thereof) and such
other documents that the Master Servicer shall have received regarding the
proposed transfer and assumption. Upon consent by the Special Servicer to any
proposed transfer of a Mortgaged Property and assumption by the proposed
transferee of the related Mortgage Loan or Companion Loan pursuant to this
Section 3.08(b), the Special Servicer shall process the request of the related
Mortgagor for such transfer and assumption and shall be authorized to enter into
an assumption or substitution agreement with the Person, which shall be a Single
Purpose Entity, to whom the related Mortgaged Property has been or is proposed
to be conveyed and/or release the original Mortgagor from liability under the
related Mortgage Loan and substitute as obligor thereunder the Person to whom
the related Mortgaged Property has been or is proposed to be conveyed; provided,
however, that the Special Servicer shall not enter into any such agreement to
the extent that any terms thereof would result in an Adverse REMIC Event or


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<PAGE>

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 Companion Loan Noteholder, of any
assumption or substitution agreement executed pursuant to this Section 3.08(b)
and shall forward thereto a copy of such agreement. The Special Servicer shall
be entitled (as additional special servicing compensation) to 100% of any
assumption fee and/or assumption application fee collected from a Mortgagor in
connection with an assumption or substitution agreement executed pursuant to
this Section 3.08(b). Subject to the terms of the related Mortgage Loan
documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made
without the assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related
Mortgage Loan documents and applicable law, no assumption of a Mortgage Loan
shall be made unless all costs in connection therewith, including any arising
from seeking Rating Agency confirmation, are paid by the related Mortgagor.

     (c) With respect to all Mortgage Loans and Companion Loans, the Special
Servicer on behalf of the Trustee as the mortgagee of record and, with respect
to a Loan Pair, on behalf of the related Companion Loan Noteholder, shall, to
the extent permitted by applicable law, enforce the restrictions contained in
the related Mortgage Loan documents on further encumbrances of the related
Mortgaged Property, unless the Special Servicer has determined, in its
reasonable, good faith judgment, that waiver of such restrictions would be in
accordance with the Servicing Standard (as evidenced by an Officer's Certificate
setting forth the basis for such determination delivered to the Trustee, the
Master Servicer, each Rating Agency and, with respect to a Loan Pair, the
related Companion Loan Noteholder); provided that any such waiver of such
restrictions shall be subject to Section 3.08(d), Section 6.11 and Section
6.11A. Whenever the Master Servicer becomes aware of a further encumbrance on a
Mortgaged Property, or becomes aware that there is going to be a further
encumbrance on a Mortgaged Property, the Master Servicer shall immediately
notify the Special Servicer of such further encumbrance and deliver to the
Special Servicer all documents and records (or copies thereof) in the Master
Servicer's possession regarding the further encumbrance and such other documents
(or copies thereof) regarding the Mortgage Loan as the Special Servicer shall
reasonably require in order to consider the request. To the extent permitted by
the applicable Mortgage Loan documents and applicable law, the Special Servicer
may charge the related Mortgagor a fee in connection with any enforcement or
waiver contemplated in this subsection (c).

     (d) Notwithstanding anything to the contrary contained in this Section
3.08, if the then unpaid principal balance of the subject Mortgage Loan or Loan
Pair, as applicable, is at least equal to $20,000,000, neither the Master
Servicer nor the Special Servicer shall waive any restrictions contained in the
related Mortgage on transfers of the related Mortgaged Property or on transfers
of interests in the related Mortgagor, unless the Master Servicer or the Special
Servicer, as the case may be, shall have received prior written confirmation
from each Rating Agency that such action would not result in an Adverse Rating
Event. In addition, notwithstanding anything to the contrary contained in this
Section 3.08, neither the Master Servicer nor the Special Servicer shall in any
event waive any restrictions contained in any Mortgage on further encumbrances
of the related Mortgaged Property, unless the Master Servicer or the Special
Servicer, as the case may be, shall have received prior written confirmation
from each Rating Agency that such action would not result in an Adverse Rating
Event. In connection with any request for rating confirmation from a Rating
Agency pursuant to this Section 3.08(d), the Master Servicer or the Special
Servicer, as the case may be, shall deliver a Review Package


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to such Rating Agency. Further, subject to the terms of the related Mortgage
Loan documents and applicable law, no waiver of a restriction contained in the
related Mortgage on transfers of the related Mortgaged Property or interests in
the related Mortgagor or on further encumbrances thereof may be waived by the
Master Servicer or the Special Servicer unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor, any rating agency charges in connection with the foregoing shall be
paid by the Master Servicer as a Servicing Advance.

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

     (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d), 6.11 and 6.11A, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans and Companion Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any ARD Loan after its Anticipated
Repayment Date, take any enforcement action with respect to the payment of
Additional Interest (other than the making of requests for its collection)
unless (i) the taking of an enforcement action with respect to the payment of
other amounts due under such ARD Loan is, in the good faith and reasonable
judgment of the Special Servicer, necessary, appropriate and consistent with the
Servicing Standard or (ii) all other amounts due under such ARD Loan have been
paid, the payment of such Additional Interest has not been forgiven in
accordance with Section 3.20 and, in the good faith and reasonable judgment of
the Special Servicer, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated interest accrued on
Advances. Subject to Section 3.11(h), the Special Servicer shall advance all
costs and expenses incurred by it in any such proceedings, and shall be entitled
to reimbursement therefor as provided in Section 3.05(a) or Section 3.05A, as
applicable. The Special Servicer shall be responsible, consistent with the
Servicing Standard, for determining whether to exercise any rights it may have
under the cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the Trust Fund
and, in the case of a Mortgaged Property securing a Loan Pair, on behalf of the
related Companion Loan Noteholder, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
and good faith judgment taking into account the factors described in Section
3.18(e) and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard. If and when the 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 defaulted Mortgage Loan or Companion Loan, whether
for purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed with respect to such property by an Independent Appraiser or other
expert in real estate matters, which appraisal shall take into account the
factors specified in Section 3.18(e), and the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance; provided that if the
Master Servicer intends to obtain an appraisal in connection with the foregoing,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal. If any Mortgage Loan or Companion
Loan becomes a Required Appraisal Loan, then the Special Servicer shall (i)
obtain or


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conduct, as applicable, a Required Appraisal within 60 days of such Mortgage
Loan or Companion Loan becoming a Required Appraisal Loan (unless a Required
Appraisal was obtained or conducted, as applicable, with respect to such
Required Appraisal Loan within the prior 12 months and the Special Servicer
reasonably believes, in accordance with the Servicing Standard, that no material
change has subsequently occurred with respect to the related Mortgaged Property
that would draw into question the applicability of such Required Appraisal) and
(ii) obtain or conduct, as applicable, an update of the prior Required Appraisal
once every 12 months thereafter for so long as such Mortgage Loan or Companion
Loan or any successor REO Loan, as the case may be, remains a Required Appraisal
Loan. The Special Servicer shall deliver copies of all such Required Appraisals
and updated Required Appraisals to the Trustee, the Master Servicer and, in the
case of a Mortgaged Property securing a Loan Pair, the related Companion Loan
Noteholder, in each such case, promptly following the Special Servicer's receipt
of the subject item, and to the Controlling Class Representative upon request,
and based thereon, the Special Servicer shall calculate monthly and notify the
Trustee, the Master Servicer, the Controlling Class Representative and, in the
case of a Loan Pair, the related Companion Loan Noteholder, of any resulting
Appraisal Reduction Amount. Such calculations by the Special Servicer shall be
subject to review and confirmation by the Master Servicer, provided that the
Master Servicer may rely on any information provided by the Special Servicer.
The Special Servicer shall advance the cost of each such Required Appraisal and
updated Required Appraisal; provided, however, that such expense will be subject
to reimbursement to the Special Servicer as a Servicing Advance out of the
related Custodial Account pursuant to Section 3.05(a) or Section 3.05A. At any
time that any Appraisal Reduction Amount exists with respect to any Required
Appraisal Loan, the Controlling Class Representative may, at its own expense,
obtain and deliver to the Master Servicer, the Special Servicer and the Trustee
an appraisal that satisfies the requirements of a "Required Appraisal", and upon
the written request of the Controlling Class Representative, the Special
Servicer shall recalculate monthly the Appraisal Reduction Amount in respect of
such Required Appraisal Loan based on the appraisal delivered by the Controlling
Class Representative and shall notify the Trustee, the Master Servicer and the
Controlling Class Representative of such recalculated Appraisal Reduction
Amount. At any time that any Appraisal Reduction Amount exists with respect to a
Loan Pair that constitutes a Required Appraisal Loan, the related Companion Loan
Noteholder may, at its own expense, obtain and deliver to the Master Servicer,
the Special Servicer and the Trustee an appraisal that satisfies the
requirements of a "Required Appraisal", and upon the written request of such
Companion Loan Noteholder, the Special Servicer shall recalculate monthly the
Appraisal Reduction Amount in respect of such Required Appraisal Loan based on
the appraisal delivered by such Companion Loan Noteholder and notify the
Trustee, the Master Servicer and such Companion Loan Noteholder of such
recalculated Appraisal Reduction Amount.

     (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer as part of the Trust Fund
(and, in the case of any Mortgaged Property securing a Loan Pair, on behalf of
the related Companion Loan Noteholder) under such circumstances, in such manner
or pursuant to such terms as would, in the reasonable, good faith judgment of
the Special Servicer (exercised in accordance with the Servicing Standard), (i)
cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (unless the portion of such
REO Property that is not treated as "foreclosure property" and that is held by
REMIC I or the Loan REMIC at any given time constitutes not more than a de
minimis amount of the assets of REMIC I or the Loan REMIC, as the case may be,
within the meaning of Treasury regulation Section 1.860D-1(b)(3)(i) and (ii)),
or (ii) except as permitted by Section 3.17(a), subject the Trust Fund to the
imposition of any federal income taxes under the Code. In


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<PAGE>

addition, the Special Servicer shall not acquire any personal property pursuant
to this Section 3.09 unless either:

     (i) such personal property is, in the reasonable, good faith judgment of
   the Special Servicer (exercised in accordance with the Servicing Standard),
   incident to real property (within the meaning of Section 856(e)(1) of the
   Code) so acquired by the Special Servicer; or

     (ii) the Special Servicer shall have obtained an Opinion of Counsel (the
   cost of which shall be covered by, and be reimbursable as, a Servicing
   Advance) to the effect that the holding of such personal property as part of
   the Trust Fund will not cause the imposition of a tax on any REMIC Pool under
   the REMIC Provisions or cause any REMIC Pool to fail to qualify as a REMIC at
   any time that any Certificate is outstanding.

     (c) Notwithstanding the foregoing provisions of this Section 3.09, neither
the Master Servicer nor the Special Servicer shall, on behalf of the Trustee
(and, in the case of a Mortgaged Property securing a Loan Pair, on behalf of the
related Companion Loan Noteholder), obtain title to a Mortgaged Property by
foreclosure, deed in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of any Mortgaged
Property securing a Loan Pair, the related Companion Loan Noteholder), could, in
the reasonable, good faith judgment of the Master Servicer or the Special
Servicer, as the case may be, exercised in accordance with the Servicing
Standard, be considered to hold title to, to be a "mortgagee-in-possession" of,
or to be an "owner" or "operator" of such Mortgaged Property within the meaning
of CERCLA or any comparable law (a "potentially responsible party"), unless such
action is consistent with Section 6.11 or Section 6.11A, as applicable, and the
Special Servicer has previously determined (as evidenced by an Officer's
Certificate to such effect delivered to the Trustee (and, in the case of any
Mortgaged Property securing a Loan Pair, the related Companion Loan Noteholder)
that shall specify all of the bases for such determination), in accordance with
the Servicing Standard and based on an Environmental Assessment of such
Mortgaged Property performed by an Independent Person, who regularly conducts
Environmental Assessments, within six months prior to any such acquisition of
title or other action (a copy of which Environmental Assessment shall be
delivered to the Trustee, the Master Servicer and, in the case of any Mortgaged
Property securing a Loan Pair, the related Companion Loan Noteholder), that:

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


                                     -120-


<PAGE>

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

     The Special Servicer shall, in good faith, undertake reasonable efforts to
make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05 or
3.05A, as applicable (or, in the case of any Loan Pair, to the extent the funds
in the related Custodial Account are insufficient, shall be advanced by the
Master Servicer).

     (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Mortgage Loan, the Special Servicer shall take
such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Companion Loan is affected, the related Companion Loan Noteholder), subject to
Section 6.11 or Section 6.11A, as applicable, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage; provided that, if such
Mortgage Loan has a then outstanding principal balance greater than $1 million,
then prior to the release of all or a portion of the related Mortgaged Property
from the lien of the related Mortgage, (i) the Special Servicer shall have
notified the Rating Agencies, the Trustee and the Master Servicer in writing of
its intention to so release all or a portion of such Mortgaged Property and the
bases for such intention, (ii) the Trustee shall have notified the
Certificateholders (and, if a Companion Loan is affected, the related Companion
Loan Noteholder) in writing of the Special Servicer's intention to so release
all or a portion of such Mortgaged Property, (iii) the Holders of Certificates
entitled to a majority of the Voting Rights shall not have objected to such
release within 30 days of the Trustee's distributing such notice, and (iv) if a
Companion Loan is affected, the related Companion Loan Noteholder shall have
consented thereto in writing.


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<PAGE>

     (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee and, if a Companion Loan is affected, the related
Companion Loan Noteholder, monthly in writing as to any actions taken by the
Special Servicer with respect to any Mortgaged Property that represents security
for a defaulted 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 or Companion 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 Companion Loan is affected, the related
Companion Loan Noteholder. The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each such Final Recovery Determination (if
any) and the basis thereof. Each such Final Recovery Determination (if any)
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Master Servicer and, in the case of a Mortgaged Property securing a Loan Pair,
the related Companion Loan Noteholder, no later than the seventh Business Day
following such Final Recovery Determination.

     SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage
                   Files.

     (a) Upon the payment in full of any Mortgage Loan or Companion Loan, or the
receipt by the Master Servicer or the Special Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Master Servicer or the Special Servicer shall promptly notify the Trustee (and,
in the case of a Companion Loan, the related Companion Loan Noteholder) by a
certification (which certification shall be in the form of a Request for Release
in the form of Exhibit D-1 attached hereto and shall be accompanied by the form
of a release or discharge and shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the appropriate Custodial Account pursuant to
Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited)
of a Servicing Officer (a copy of which certification shall be delivered to the
Special Servicer) and shall request delivery to it of the related Mortgage File
and, in the case of a Companion Loan, the original of the Mortgage Note for such
Companion Loan. Upon receipt of such certification and request, the Trustee
shall release, or cause any


                                     -122-


<PAGE>

related Custodian to release, the related Mortgage File (and, in the case of a
Companion Loan, the Trustee shall cause the related Companion Loan Noteholder to
release the Mortgage Note for such Companion Loan) to the Master Servicer or
Special Servicer and shall deliver to the Master Servicer or Special Servicer,
as applicable, such release or discharge, duly executed. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or any Custodial Account.

     (b) If from time to time, and as appropriate for servicing or foreclosure
of any Mortgage Loan or Companion Loan, the Master Servicer or the Special
Servicer shall otherwise require any Mortgage File (or any portion thereof) (or
the original of the Mortgage Note for a Companion Loan), the Trustee, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, shall release, or cause any related Custodian to release, such Mortgage
File (or such portion thereof) (and, in the case of a Companion Loan, the
Trustee shall cause the related Companion Loan Noteholder to release the
original of the Mortgage Note for such Companion Loan) to the Master Servicer or
the Special Servicer, as the case may be. Upon return of such Mortgage File (or
such portion thereof) (or such original Mortgage Note for a Companion Loan) to
the Trustee or related Custodian (or to the related Companion Loan Noteholder),
or the delivery to the Trustee (or the related Companion Loan Noteholder) of a
certificate of a Servicing Officer of the Special Servicer stating that such
Mortgage Loan or Companion Loan, as the case may be, was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the related Custodial Account pursuant to Section
3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that
the related Mortgaged Property has become an REO Property, the Request for
Release shall be released by the Trustee or related Custodian to the Master
Servicer or the Special Servicer, as applicable.

     (c) Within seven Business Days (or within such shorter period (but no less
than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of a
Mortgaged Property securing a Loan Pair, the related Companion Loan Noteholder)
of an exigency) of the Special Servicer's request therefor, the Trustee shall
execute and deliver to the Special Servicer (or the Special Servicer may execute
and deliver in the name of the Trustee (on behalf of the Certificateholders and,
in the case of a Mortgaged Property securing a Loan Pair, also on behalf of the
related Companion Loan Noteholder) based on a limited power of attorney issued
in favor of the Special Servicer pursuant to Section 3.01(b)), in the form
supplied to the Trustee, any court pleadings, requests for trustee's sale or
other documents stated by the Special Servicer to be reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or REO Property
or to any legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust Fund, the Master Servicer, the Special Servicer or any
related Companion Loan Noteholder. Together with such documents or pleadings,
the Special Servicer shall deliver to the Trustee (and, in the case of a
Mortgaged Property securing a Loan Pair, the related Companion Loan Noteholder)
a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee (on behalf of the


                                     -123-


<PAGE>

Certificateholders and, in the case of a Mortgaged Property securing a Loan
Pair, also on behalf of the related Companion Loan Noteholder) will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) except as relates to a Mortgage Loan or Companion Loan that the Master
Servicer or the Special Servicer, as applicable, is servicing pursuant to its
respective duties herein (in which case such servicer shall give notice to the
Trustee of the initiation), initiate any action, suit or proceeding solely under
the Trustee's name without indicating the Master Servicer's or Special
Servicer's, as applicable, representative capacity, or (ii) take any action with
the intent to cause 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, Companion Loan and REO Loan. As to each Mortgage Loan, Companion Loan and
REO Loan, the Master Servicing Fee shall: (i) accrue from time to time at the
related Master Servicing Fee Rate on (A) except in the case of the Cal Fed
Mortgage Loan or any related REO Loan, 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 Loan; and (B) in the case of the Cal Fed Mortgage Loan or
any related REO Loan, for any calendar month, on the Stated Principal Balance of
such Mortgage Loan or related REO Loan, as the case may be, outstanding
immediately following the Distribution Date in such calendar month; and (ii) be
calculated on a 30/360 Basis (or, in the case of a Companion Loan or the related
REO Loan, on an Actual/360 Basis) (or, in the event that a Principal Prepayment
in full or other Liquidation Event shall occur with respect to a Mortgage Loan,
Companion Loan or REO Loan on a date that is not a Due Date, on the basis of the
actual number of days to elapse from and including the most recently preceding
related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event in a month consisting of 30 days). The Master Servicing Fee
with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to
accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid
Master Servicing Fees shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan and Companion Loan and REO Revenues
allocable as interest on each REO Loan and, solely in the case of the Cal Fed
Mortgage Loan, as and to the extent contemplated by Sections 4.03 and 4.03B,
from the interest portion of related P&I Advances. The Master Servicer shall be
entitled to recover unpaid Master Servicing Fees in respect of any Mortgage
Loan, Companion Loan or REO Loan out of that portion of related Insurance
Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the
extent permitted by Section 3.05(a) or 3.05A, as applicable. The right to
receive the Master Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

     (b) Additional servicing compensation in the form of (i) Net Default
Charges, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds and any similar fees (excluding
Prepayment Premiums or Yield Maintenance Charges), in each case to the extent
actually paid by a Mortgagor with respect to any Mortgage Loan or Companion Loan
and accrued during the time that such Mortgage Loan or Companion Loan, as the
case may be, was not a Specially Serviced Loan, (ii) 100% of each modification
fee or extension fee actually paid by a Mortgagor with


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<PAGE>

respect to a modification, extension, waiver or amendment agreed to by the
Master Servicer pursuant to Section 3.20(c), and (iii) 50% of each assumption
fee, and 100% of each assumption application fee and each other applicable fee,
for approving a transfer of a Mortgaged Property or an interest in a Mortgagor,
in each case actually paid by a Mortgagor with respect to any assumption or
substitution agreement entered into by the Master Servicer on behalf of the
Trust (or, in the case of a Companion Loan, on behalf of the related Companion
Loan Noteholder) pursuant to Section 3.08(a) or paid by a Mortgagor with respect
to any transfer of an interest in a Mortgagor pursuant to Section 3.08(a), shall
be retained by the Master Servicer or promptly paid to the Master Servicer by
the Special Servicer and are not required to be deposited in any Custodial
Account. The Master Servicer shall also be entitled to additional servicing
compensation in the form of (i) Prepayment Interest Excesses (except in the case
of the Companion Loans); (ii) interest or other income earned on deposits in the
Custodial Accounts in accordance with Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to each such account for each
Collection Period); and (iii) to the extent not required to be paid to any
Mortgagor under applicable law, any interest or other income earned on deposits
in the Servicing Accounts, the Reserve Accounts and the Defeasance Deposit
Account maintained thereby (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period).

     (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Loan and each REO Loan. With respect to each Specially
Serviced Loan and REO Loan, for any calendar month (or portion thereof), the
Special Servicing Fee shall: (i) accrue from time to time at the Special
Servicing Fee Rate on the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, outstanding immediately following the
Distribution Date in such calendar month; and (ii) be calculated on a 30/360
Basis (or, in the case of a Companion Loan or related REO Loan, on an Actual
/360 Basis) (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to a Specially Serviced Loan or REO
Loan on a date that is not a Due Date, on the basis of the actual number of days
to elapse from and including the most recently preceding related Due Date to but
excluding the date of such Principal Prepayment or Liquidation Event in a month
consisting of 30 days and, in the case of any other partial period of less than
a full month, on the basis of the actual number of days in such period in a
month consisting of 30 days). The Special Servicing Fee with respect to any
Specially Serviced Loan or REO Loan shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof or it becomes a Corrected Loan.
Earned but unpaid Special Servicing Fees shall be payable monthly out of general
collections on the Mortgage Loans and any REO Properties (or, in the case of
Special Servicing Fees in respect of any Loan Pair, solely out of collections
relating to such Loan Pair or any related REO Property) on deposit in the
appropriate Custodial Account pursuant to Section 3.05(a) or Section 3.05A, as
applicable.

     As further compensation for its services hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Loan. As to each Corrected Loan, the Workout Fee shall be payable from, and
shall be calculated by application of the Workout Fee Rate to, all collections
of principal, interest (other than Default Interest and Additional Interest),
Prepayment Premiums and/or Yield Maintenance Charges received on such Mortgage
Loan or Companion Loan, as the case may be, for so long as it remains a
Corrected Loan; provided that no Workout Fee shall be payable from, or based
upon the receipt of, Liquidation Proceeds collected in connection with the
purchase of any such Specially Serviced Loan or REO Property by a Controlling
Class Certificateholder


                                     -125-


<PAGE>

pursuant to Section 3.18(b), by the Master Servicer or the Special Servicer
pursuant to Section 3.18(c), by the Depositor, the Master Servicer, the Special
Servicer, Lehman Brothers or a Controlling Class Certificateholder pursuant to
Section 9.01, by the related Companion Loan Noteholder or its designee pursuant
to the related Co-Lender and Servicing Agreement, or by the Depositor pursuant
to Section 2.03(a) or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement, or in connection with the condemnation or
other governmental taking of a Mortgaged Property or REO Property. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such
Corrected Loan again becomes a Specially Serviced Loan or if the related
Mortgaged Property becomes an REO Property; provided that a new Workout Fee will
become payable if and when the particular Mortgage Loan or Companion Loan again
becomes a Corrected Loan. If the Special Servicer is terminated other than for
cause (and other than as a result of an Event of Default under Sections
7.01(a)(x), 7.01(a)(xi) or 7.01(a)(xii)) or resigns in accordance with the first
sentence of the first paragraph of Section 6.04, it shall retain the right to
receive any and all Workout Fees payable in respect of Mortgage Loans and
Companion Loans that became Corrected Loans during the period that it acted as
Special Servicer and were still such at the time of such termination or
resignation (and the successor Special Servicer shall not be entitled to any
portion of such Workout Fees), in each case until the Workout Fee for any such
Mortgage Loan or Companion Loan ceases to be payable in accordance with the
preceding sentence.

     As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive the Liquidation Fee with respect to each
Specially Serviced Loan as to which it receives a full, partial or discounted
payoff and each Specially Serviced Loan and REO Property as to which it receives
Liquidation Proceeds. As to each Specially Serviced Loan or REO Property, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full, partial or discounted payoff and/or
Liquidation Proceeds (exclusive of any portion of such payoff or proceeds that
represents Default Interest and/or Additional Interest); provided that no
Liquidation Fee shall be payable with respect to any such Specially Serviced
Loan that becomes a Corrected Loan; and provided, further, that no Liquidation
Fee shall be payable from, or based upon the receipt of, Liquidation Proceeds
collected in connection with the purchase of any such Specially Serviced
Mortgage Loan or REO Property by a Controlling Class Certificateholder pursuant
to Section 3.18(b), by the Master Servicer or the Special Servicer pursuant to
Section 3.18(c), by the Depositor, the Master Servicer, the Special Servicer,
Lehman Brothers or a Controlling Class Certificateholder pursuant to Section
9.01, by the related Companion Loan Noteholder or its designee pursuant to the
related Co-Lender and Servicing Agreement, or by the Depositor pursuant to
Section 2.03(a) or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement (including a repurchase of the Loan REMIC
Mortgage Loan in connection with the related Mortgagor's early exercise of its
right to defease such Mortgage Loan), or in connection with the condemnation or
other governmental taking of a Mortgaged Property or REO Property.

     Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same 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.


                                      -126-
<PAGE>


     (d) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected on the Mortgage Loans and Companion Loans
that accrued with respect to a Specially Serviced Loan or an REO Loan and (ii)
all assumption fees, assumption application fees, other fees payable for
approving a transfer of a Mortgaged Property or an interest in a Mortgagor and
modification fees or extension fees actually collected on the Mortgage Loans
that are not otherwise payable to the Master Servicer as additional servicing
compensation pursuant to Section 3.11(b), shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the Master Servicer, as the
case may be, and shall not be required to be deposited in any Custodial Account
pursuant to Section 3.04(a) or 3.04A(a). The Special Servicer shall also be
entitled to additional special servicing compensation in the form of interest or
other income earned on deposits in any of the REO Accounts, if established, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period).

     (e) The Master Servicer and the Special Servicer shall each be required to
pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy obtained by
it insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of any of the Custodial
Accounts or, in the case of the Special Servicer, any of the REO Accounts, and
neither the Master Servicer nor the Special Servicer shall be entitled to
reimbursement for such expenses except as expressly provided in this Agreement.

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

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


                                     -127-


<PAGE>

     (h) Notwithstanding anything herein to the contrary, none of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be
required to make out of its own funds any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance. The determination by either the
Master Servicer or the Special Servicer that it has made a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be made in accordance with
the Servicing Standard and shall be evidenced by an Officer's Certificate
delivered promptly to the Trustee and the Depositor (and, in the case of a
Mortgaged Property securing a Loan Pair, to the related Companion Loan
Noteholder), setting forth the basis for such determination, together with a
copy of any appraisal of the related Mortgaged Property or REO Property, as the
case may be (which appraisal shall be an expense of the Trust, shall take into
account the factors specified in Section 3.18(e) and shall have been conducted
by an Independent Appraiser in accordance with the standards of the Appraisal
Institute within the twelve months preceding such determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession) and any engineers' reports, environmental
surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. If the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. The Trustee and the Fiscal Agent shall be
entitled to rely, conclusively, on any determination by the Master Servicer or
the Special Servicer that a Servicing Advance, if made, would be a
Nonrecoverable Advance; provided, however, that if the Master Servicer or the
Special Servicer has failed to make a Servicing Advance for reasons other than a
determination by the Master Servicer or the Special Servicer, as applicable,
that such Servicing Advance would be a Nonrecoverable Advance, the Trustee or
the Fiscal Agent, as applicable, shall make such Servicing Advance within the
time periods required by Section 3.11(f) unless the Trustee or the Fiscal Agent,
in good faith, makes a determination that such Servicing Advance would be a
Nonrecoverable Advance.

     (i) Notwithstanding anything set forth herein to the contrary, however, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Loan or an REO Property is involved) pay directly out of the Pool
Custodial Account, the Gallery at Harborplace Custodial Account, the Amsdell
Portfolio Custodial Account, the Park Square Custodial Account, as applicable,
any servicing expense that, if advanced by the Master Servicer or the Special
Servicer, would constitute a Nonrecoverable Servicing Advance; provided that the
Master Servicer (or the Special Servicer, if a Specially Serviced Loan or an REO
Property is involved) has determined in accordance with the Servicing Standard
that making such payment, in the case of withdrawals from the Pool Custodial
Account, is in the best interests of the Certificateholders (as a collective
whole) or, in the case of any Loan Pair and withdrawals from the related
Custodial Account, is in the best interests of the Certificateholders and the
related Companion Loan Noteholder (as a collective whole), as evidenced in each
case by an Officer's Certificate delivered promptly to the Trustee, the
Depositor, any affected Companion Loan Noteholder and the Controlling Class
Representative, setting forth the basis for such determination and accompanied
by any information that such Person may have obtained that supports such
determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be promptly delivered to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly


                                     -128-

<PAGE>


delivered to the Master Servicer. The Master Servicer may conclusively rely on
any information in this regard provided by the Special Servicer (if other than
the Master Servicer or an Affiliate thereof).

     SECTION 3.12. Property Inspections; Collection of Financial Statements;
                   Delivery of Certain Reports.

     (a) The Special Servicer shall perform or cause to be performed a physical
inspection of a Mortgaged Property as soon as practicable after the related
Mortgage Loan or Companion Loan becomes a Specially Serviced Loan and annually
thereafter for so long as the related Mortgage Loan or Companion Loan remains a
Specially Serviced Loan, the cost of which shall be paid by the Special Servicer
and shall be reimbursable as a Servicing Advance. In addition, the Special
Servicer shall perform or cause to be performed a physical inspection of each of
the REO Properties at least once per calendar year, the cost of which shall be
paid by the Special Servicer and shall be reimbursable as a Servicing Advance.
Beginning in 2001, the Master Servicer shall at its expense perform or cause to
be performed a physical inspection of each Mortgaged Property securing a
non-Specially Serviced Loan: (i) at least once every two calendar years in the
case of Mortgaged Properties securing 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. The Master Servicer and the Special
Servicer shall each promptly prepare or cause to be prepared and deliver to the
Trustee and each other a written report of each such inspection performed by it
that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii) any change in the condition or value of the Mortgaged
Property that the Master Servicer or the Special Servicer, as applicable, in its
reasonable, good faith judgment, considers material, or (iii) any waste
committed on the Mortgaged Property. The Master Servicer and Special Servicer
shall each forward copies of any such inspection reports prepared by it to the
Underwriters and the Controlling Class Representative upon request, subject to
payment of a reasonable fee.

     The Special Servicer, in the case of any Specially Serviced Loan and REO
Loan, and the Master Servicer, in the case of all other Mortgage Loans and
Companion Loans, shall each, consistent with the Servicing Standard, use
reasonable efforts to obtain quarterly, annual and other periodic operating
statements and rent rolls with respect to each of the related Mortgaged
Properties and REO Properties. The Special Servicer shall, promptly following
receipt, deliver copies of the operating statements and rent rolls received or
obtained by it to the Master Servicer, and the Master Servicer shall promptly
deliver copies of the operating statements and rent rolls received or obtained
by it to the Trustee, the Special Servicer or any Controlling Class
Certificateholder, in each case upon request. In addition to the foregoing and
solely with respect to each Loan Pair, the Special Servicer and the Master
Servicer, as applicable, shall each consistent with the Servicing Standard, use
reasonable efforts to obtain occupancy reports, sales reports for retail
tenants, 24-month rolling lease expiration schedules, reserve balances and
capital expenditure statements, as well as information as to bankrupt tenants
and tenants whose leases have expired and have not been renewed. The Special
Servicer shall, promptly following receipt, deliver copies of the materials
received or obtained by it pursuant to the foregoing sentence to the Master
Servicer, and the Master Servicer shall promptly deliver copies of all such
materials received or obtained by it pursuant to the foregoing sentence to the
Trustee, the Special


                                     -129-


<PAGE>

Servicer, any Controlling Class Certificateholders or, in the case of a Loan
Pair, to the related Companion Loan Noteholder, in each case upon request.

     Within 30 days after receipt by the Master Servicer of any annual operating
statements with respect to any Mortgaged Property or REO Property, the Master
Servicer shall prepare or update and forward to the Trustee, upon request, an
NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the
annual operating statements attached thereto as an exhibit).

     The Master Servicer shall prepare and maintain one Operating Statement
Analysis Report for each Mortgaged Property and REO Property. The Operating
Statement Analysis Report for each Mortgaged Property and REO Property is to be
updated by the Master Servicer, within thirty days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer shall use the "Normalized" column from the NOI
Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may
be, to update the corresponding Operating Statement Analysis Report and shall
use any operating statements received with respect to any Mortgaged Property or
REO Property, as the case may be, to prepare the NOI Adjustment Worksheet for
such property. Copies of Operating Statement Analysis Reports and NOI Adjustment
Worksheets are to be made available by the Master Servicer to the Trustee, the
Special Servicer or any Controlling Class Certificateholder, in each case upon
request.

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

     (c) Not later than 12:00 noon (New York City time) on the second Business
Day prior to each Distribution Date, the Master Servicer shall deliver or cause
to be delivered to the Trustee, the Rating Agencies, the Special Servicer and,
upon request, any Controlling Class Certificateholder: (i) the most recent
Historical Loan Modification Report, Historical Liquidation Report and REO
Status Report received from the Special Servicer pursuant to Section 3.12(b);
(ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up
File (if modified), Delinquent Loan Status Report, 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 Servicer
Watch List with information that is current as of the related Determination
Date. The Master Servicer shall include on one of such reports updated
information as of the applicable Determination Date regarding the amount of
accrued and unpaid interest on Advances in accordance with Section 3.11(g),
4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan
basis.


                                     -130-

<PAGE>

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

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

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

     The Master Servicer shall promptly deliver to each Companion Loan
Noteholder: (i) copies of operating statements and rent rolls; (ii) upon
request, annual NOI Adjustment Worksheets (with annual operating statements as
exhibits); and (iii) annual 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 Companion Loan Noteholder's Companion
Loan.

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


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<PAGE>

Liquidation Report; (iii) an Historical Loan Modification Report; and (iv) an
REO Status Report (each such report, for the purposes hereof, as defined in the
related Co-Lender and Servicing Agreement).

     (c) Not later than 1:00 p.m. (New York City time) on the Business Day prior
to each applicable Loan Pair Remittance Date, the Master Servicer shall prepare
all such Servicing Reports (as defined in the related Co-Lender and Servicing
Agreement) as may be relevant and that are not otherwise required to be prepared
by the Special Servicer pursuant to Section 3.12A(b). The Master Servicer shall
include on one of such reports updated information as of the applicable
Determination Date regarding the amount of accrued and unpaid interest on
Advances in accordance with Section 3.11(g), 4.03(d) and/or 4.03A(d), such
information to be presented on a loan-by-loan basis.

     (d) The Special Servicer shall deliver to the Master Servicer the reports
set forth in Section 3.12A(b) in an electronic format reasonably acceptable to
the Special Servicer and the Master Servicer. The Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer pursuant to Section 3.12A(b). In the case of information or reports to
be furnished by the Master Servicer to any Companion Loan Noteholder pursuant to
Section 3.12B(a), to the extent that such information is based on reports to be
provided by the Special Servicer pursuant to Section 3.12A(b) and/or that such
reports are to be prepared and delivered by the Special Servicer pursuant to
Section 3.12A(b), 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 3.12, including the
calculations made therein, shall be done in accordance with CMSA standards, to
the extent applicable thereto.

     SECTION 3.12B. Statements to Companion Loan Noteholders.

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

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


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<PAGE>

     Absent manifest error of which it has actual knowledge, neither the Master
Servicer nor the Special Servicer shall be responsible for the accuracy or
completeness of any information supplied to it by a Mortgagor, a Mortgage Loan
Seller or third party that is included in any reports, statements, materials or
information prepared or provided by the Master Servicer or the Special Servicer,
as applicable, pursuant to this Agreement. Neither the Master Servicer nor the
Special Servicer shall have any obligation to verify the accuracy or
completeness of any information provided by a Mortgagor, a Mortgage Loan Seller,
a third party or each other.

     SECTION 3.13. Annual Statement as to Compliance.

     Each of the Master Servicer and the Special Servicer shall deliver to the
Trustee, the Rating Agencies, the Depositor, the Underwriters, each Companion
Loan Noteholder and each other, on or before April 30 of each year, beginning
April 30, 2001 (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 and, in particular, of its
performance under this Agreement, has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Master Servicer or the Special Servicer, as the case may be, has fulfilled
all of its material obligations under this Agreement in all material respects
throughout such preceding calendar year (or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof), and (iii) the Master Servicer or the
Special Servicer, as the case may be, has received no notice regarding the
qualification, or challenging the status, of any REMIC Pool as a REMIC or the
Grantor Trust as a grantor trust, from the IRS or any other governmental agency
or body (or, if it has received any such notice, specifying the details
thereof). Notwithstanding the timing provided for in the first sentence of this
paragraph, if (as confirmed in writing by the Depositor) the Depositor is
required to file a Form 10-K with the Commission in respect of the Trust
covering any particular calendar year, then the Annual Performance Certification
to be delivered by each of the Master Servicer and the Special Servicer during
the following year, shall be delivered on or before March 15 of such following
year; and the Master Servicer and the Special Servicer are hereby notified that
the Depositor is required to file a Form 10-K with the Commission in respect of
the Trust covering calendar year 2000.

     SECTION 3.14. Reports by Independent Public Accountants.

     On or before April 30 of each year, beginning April 30, 2001 (or, as to any
such year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also render
other services to the Master Servicer or the Special Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
(the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the
Depositor, the Underwriters, each Companion Loan Noteholder and each other, to
the effect that (i) such firm has obtained a letter of representation regarding
certain matters from the management of the Master Servicer or the Special
Servicer, as applicable, which includes an assertion that the Master Servicer or
the Special Servicer, as applicable, has complied with certain minimum mortgage
loan servicing standards (to the extent applicable to commercial and multifamily
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the


                                     -133-


<PAGE>

servicing of commercial and multifamily mortgage loans during the most recently
completed calendar year and (ii) on the basis of an examination conducted by
such firm in accordance with standards established by the American Institute of
Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may
be appropriate. In rendering its report such firm may rely, as to matters
relating to the direct servicing of commercial and multifamily mortgage loans by
sub-servicers, upon comparable reports of firms of independent certified public
accountants rendered (within one year of such report) on the basis of
examinations conducted in accordance with the same standards with respect to
those sub-servicers. Notwithstanding the timing provided for in the first
sentence of this paragraph, if (as confirmed in writing by the Depositor) the
Depositor is required to file a Form 10-K with the Commission in respect of the
Trust covering any particular calendar year, then the Annual Accountants' Report
to be delivered on behalf of each of the Master Servicer and the Special
Servicer during the following year, shall be delivered on or before March 15 of
such following year; and the Master Servicer and the Special Servicer are hereby
notified that the Depositor is required to file a Form 10-K with the Commission
in respect of the Trust covering calendar year 2000.

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

     SECTION 3.15. Access to Certain Information.

     Each of the Master Servicer and the Special Servicer shall afford to the
Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, each Companion Loan Noteholder and any Certificate Owner
(identified as such to the reasonable satisfaction of the Master Servicer or the
Special Servicer, as the case may be), and to the OTS, the FDIC and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner (identified as such to the reasonable
satisfaction of the Master Servicer or the Special Servicer, as the case may be)
or Companion Loan Noteholder, access to any records regarding the Mortgage Loans
and the servicing thereof within its control (which access shall be limited, in
the case of any Companion Loan Noteholder or any regulatory authority seeking
such access in respect of a Companion Loan Noteholder, to records relating to
the related Companion Loan), except to the extent it is prohibited from doing so
by applicable law or contract or to the extent such information is subject to a
privilege under applicable law to be asserted on behalf of the
Certificateholders or a Companion Loan Noteholder. Such access shall be afforded
only upon reasonable prior written request and during normal business hours at
the offices of the Master Servicer or the Special Servicer, as the case may be,
designated by it.

     In connection with providing or granting any information or access pursuant
to the prior paragraph to a Certificateholder, Certificate Owner, Companion Loan
Noteholder or any regulatory authority that may exercise authority over a
Certificateholder, Certificate Owner or Companion Loan Noteholder, the Master
Servicer and the Special Servicer may each require payment from such
Certificateholder, Certificate Owner or Companion Noteholder of a sum sufficient
to cover the reasonable costs and expenses of providing such information or
access, including copy charges and


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<PAGE>

reasonable fees for employee time and for space; provided that no charge may be
made if such information or access was required to be given or made available
under applicable law. In connection with providing Certificateholders and
Certificate Owners access to the information described in the preceding
paragraph, the Master Servicer and the Special Servicer shall require a written
confirmation executed by the requesting Person substantially in such form as may
be reasonably acceptable to the Master Servicer or the Special Servicer, as the
case may be, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

     SECTION 3.16. Title to REO Property; REO Accounts.

     (a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued to the Trustee or its nominee on behalf of the
Certificateholders and, in the case where such REO Property was previously a
Mortgaged Property securing a Companion Loan, on behalf of the related Companion
Loan Noteholder. The Special Servicer, on behalf of the Trust Fund and any
affected Companion Loan Noteholder, shall sell any REO Property by the end of
the third calendar year following the calendar year in which REMIC I (or, if
applicable, the Loan REMIC) acquires ownership of such REO Property for purposes
of Section 860G(a)(8) of the Code, unless (except in the case of an REO Property
that previously secured a Loan Pair) the Special Servicer either (i) applies,
more than sixty days prior to the end of such third succeeding year, for and is
granted an extension of time (an "REO Extension") by the IRS to sell such REO
Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the
Trustee, the Special Servicer and the Master Servicer, to the effect that the
holding by REMIC I (or, if applicable, the 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,
shall be covered by, and reimbursable as, a Servicing Advance.

     (b) The Special Servicer shall segregate and hold all funds collected and
received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur in respect of any
Mortgaged Property other than the Gallery at Harborplace Mortgaged Property, the
Amsdell Portfolio Mortgaged Property or the Park Square Mortgaged Property, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "Pool REO Account"), held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each REO Property. If such REO Acquisition occurs
with respect to the Gallery at Harborplace Mortgaged Property, the Amsdell
Portfolio Mortgaged Property or the Park Square Mortgaged Property, the Special
Servicer shall establish an REO Account solely with respect to such property
(the "Gallery at Harborplace REO Account", in the case of an REO Property that
was formerly the Gallery at Harborplace Mortgaged Property; the "Amsdell
Portfolio REO Account", in the case of an REO Property that was formerly the
Amsdell Portfolio Mortgaged Property;


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<PAGE>

and the "Park Square REO Account", in the case of an REO Property that was
formerly the Park Square Mortgaged Property), to be held for the benefit of the
Certificateholders and the applicable Companion Loan Noteholder. The Pool REO
Account, the Gallery at Harborplace REO Account, the Amsdell Portfolio REO
Account and the Park Square REO Account shall each be Eligible Accounts. The
Special Servicer shall deposit, or cause to be deposited, in the related REO
Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation
Proceeds received in respect of any REO Property. Funds in an REO Account (other
than any such funds representing Additional Interest) may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from an REO Account to pay itself, as
additional special servicing compensation in accordance with Section 3.11(d),
interest and investment income earned in respect of amounts held in such REO
Account as provided in Section 3.06(b) (but only to the extent of the Net
Investment Earnings with respect to such REO Account for any Collection Period).
The Special Servicer shall give notice to the Trustee and the Master Servicer of
the location of each REO Account, and shall give notice to each Companion Loan
Noteholder of the location of the 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
the REO Account relating to such REO Property. On the Business Day following
each Determination Date, the Special Servicer shall withdraw from each REO
Account and deposit into the corresponding Custodial Account (or deliver to the
Master Servicer or such other Person as may be designated by the Master Servicer
for deposit into the corresponding Custodial Account) the aggregate of all
amounts received in respect of each REO Property during the Collection Period
ending on such Determination Date, net of any withdrawals made out of such
amounts pursuant to the preceding sentence; provided that the Special Servicer
may retain in an REO Account such portion of proceeds and collections in respect
of any related REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period. For purposes of the
foregoing, the Pool REO Account, the Gallery at Harborplace REO Account, the
Amsdell Portfolio REO Account and the Park Square REO Account correspond to the
Pool Custodial Account, the Gallery at Harborplace Custodial Account, the
Amsdell Portfolio Custodial Account and the Park Square Custodial Account,
respectively.

     (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

     SECTION 3.17. Management of REO Property.

     (a) Prior to the acquisition of title to a Mortgaged Property, other than
the Gallery at Harborplace Mortgaged Property, the Amsdell Portfolio Mortgaged
Property or the Park Square Mortgaged Property, the Special Servicer shall
review the operation of such Mortgaged Property and


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<PAGE>

determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review that:

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

     (ii) Directly Operating such Mortgaged Property as REO Property could
   result in income from such property that would be subject to an REO Tax, but
   that a lease of such property to another party to operate such property, or
   the performance of some services by an Independent Contractor with respect to
   such property, or another method of operating such property would not result
   in income subject to an REO Tax, then the Special Servicer may (provided,
   that in the good faith and reasonable judgment of the Special Servicer, it is
   commercially reasonable) acquire such Mortgaged Property as REO Property and
   so lease or operate such REO Property; or

     (iii) It is reasonable to believe that Directly Operating such property as
   REO Property could result in income subject to an REO Tax and that no
   commercially reasonable means exists to operate such property as REO Property
   without the Trust Fund incurring or possibly incurring an REO Tax on income
   from such property, the Special Servicer shall deliver to the Tax
   Administrator, in writing, a proposed plan (the "Proposed Plan") to manage
   such property as REO Property. Such plan shall include potential sources of
   income, and, to the extent reasonably possible, estimates of the amount of
   income from each such source. Upon request of the Special Servicer, the Tax
   Administrator shall advise the Special Servicer of the Tax Administrator's
   federal income tax reporting position with respect to the various sources of
   income that the Trust Fund would derive under the Proposed Plan. After
   receiving the information described in the preceding sentence from the Tax
   Administrator, the Special Servicer shall implement the Proposed Plan (after
   acquiring the respective Mortgaged Property as REO Property), with any
   amendments required to be made thereto as a result of the Tax Administrator's
   tax reporting position.

     The Special Servicer's decision as to how each REO Property, other than an
REO Property that was formerly the Gallery at Harborplace Mortgaged Property,
the Amsdell Portfolio Mortgaged Property or the Park Square Mortgaged Property,
shall be managed and operated based on the Servicing Standard and, further,
based on the good faith and reasonable judgment of the Special Servicer as to
which means would be in the best interest of the Certificateholders by
maximizing (to the extent commercially reasonable and consistent with Section
3.17(b)) the net after-tax REO Revenues received by the Trust Fund with respect
to such property without materially impairing the Special Servicer's ability to
promptly sell the REO Property for a fair price. In connection with performing
their respective duties under this Section 3.17(a), both the Special Servicer
and the Tax Administrator may consult with counsel and tax accountants, the
reasonable cost of which consultation shall be covered by, and be reimbursable
as, a Servicing Advance to be made by the Special Servicer.


                                     -137-

<PAGE>

     (b) If title to any REO Property, other than an REO Property that was
formerly the Gallery at Harborplace Mortgaged Property, the Amsdell Portfolio
Mortgaged Property or the Park Square Mortgaged Property, is acquired, the
Special Servicer shall manage, conserve, protect and operate such REO Property
for the benefit of the Certificateholders solely for the purpose of its prompt
disposition and sale in a manner that does not and will not: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code; or (ii) except as contemplated by Section
3.17(a), either result in the receipt by any REMIC Pool of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
result in an Adverse REMIC Event or an Adverse Grantor Trust Event. Subject to
the foregoing, however, the Special Servicer shall have full power and authority
to do any and all things in connection therewith as are consistent with the
Servicing Standard and, consistent therewith, shall withdraw from the Pool REO
Account, to the extent of amounts on deposit therein with respect to any such
REO Property, funds necessary for the proper operation, management, maintenance
and disposition of such REO Property, including:

     (i) all insurance premiums due and payable in respect of such REO
   Property;

     (ii) all real estate taxes and assessments in respect of such REO Property
   that may result in the imposition of a lien thereon;

     (iii) any ground rents in respect of such REO Property; and

     (iv) all costs and expenses necessary to maintain, lease, sell, protect,
   manage, operate and restore such REO Property.

     To the extent that amounts on deposit in the Pool REO Account in respect of
any REO Property are insufficient for the purposes set forth in the preceding
sentence with respect to such REO Property, the Special Servicer shall make
Servicing Advances in such amounts as are necessary for such purposes unless the
Special Servicer determines, in accordance with the Servicing Standard, that
such payment would be a Nonrecoverable Advance; provided, however, that the
Special Servicer may make any such Servicing Advance without regard to
recoverability if it is a necessary fee or expense incurred in connection with
the defense or prosecution of legal proceedings. The Special Servicer shall
notify the Master Servicer if it shall have made any such Servicing Advance
within the previous 30-day period.

     (c) Without limiting the generality of the foregoing, the Special Servicer
shall not:

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

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

     (iii) authorize or permit any construction on any REO Property, other than
   the completion of a building or other improvement thereon, and then only if
   more than 10% of the construction of such building or other improvement was
   completed before default on the related


                                     -138-
<PAGE>

   Mortgage Loan became imminent, all within the meaning of Section
   856(e)(4)(B) of the Code; or

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

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer as a Servicing
Advance) to the effect that such action would not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code at any time that it is held by REMIC I (or, if
applicable, the 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 was formerly the Gallery at Harborplace Mortgaged Property, the Amsdell
Portfolio Mortgaged Property or the Park Square Mortgaged Property, which are
covered by Section 3.17A), provided that:

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

     (ii) the fees of such Independent Contractor (which shall be expenses of
   the Trust Fund) shall be reasonable and customary in consideration of the
   nature and locality of such REO Property;

     (iii) except as permitted under Section 3.17(a), any such contract shall
   require, or shall be administered to require, that the Independent
   Contractor, in a timely manner, (A) pay all costs and expenses incurred in
   connection with the operation and management of such REO Property, including
   those listed in Section 3.17(b) above, and (B) except to the extent that such
   revenues are derived from any services rendered by the Independent Contractor
   to tenants of such REO Property that are not customarily furnished or
   rendered in connection with the rental of real property (within the meaning
   of Section 1.856-4(b)(5) of the Treasury regulations or any successor
   provision), remit all related revenues collected (net of its fees and such
   costs and expenses) to the Special Servicer upon receipt;

     (iv) none of the provisions of this Section 3.17(d) relating to any such
   contract or to actions taken through any such Independent Contractor shall be
   deemed to relieve the Special Servicer of any of its duties and obligations
   hereunder with respect to the operation and management of such REO Property;
   and

     (v) the Special Servicer shall be obligated with respect thereto to the
   same extent as if it alone were performing all duties and obligations in
   connection with the operation and management of such REO Property.

     The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by any such
Independent Contractor, and nothing in this Agreement shall be


                                     -139-


<PAGE>

deemed to limit or modify such indemnification. No agreement entered into
pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing Agreement for
purposes of Section 3.22.

     SECTION 3.17A. Management and Disposition of the Gallery at Harborplace
                    Mortgaged Property, Amsdell Portfolio Mortgaged Property and
                    Park Square Mortgaged Property After Becoming REO Property.

     (a) Prior to the acquisition of title to the Gallery at Harborplace
Mortgaged Property, the Amsdell Portfolio Mortgaged Property or the Park Square
Mortgaged Property, the Special Servicer shall review the operation of such
Mortgaged Property and determine the nature of the income that would be derived
from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

     (i) None of the income from Directly Operating such Mortgaged Property
   would be subject to an REO Tax, then such Mortgaged Property may be Directly
   Operated by the Special Servicer as REO Property;

     (ii) Directly Operating such Mortgaged Property as REO Property could
   result in income from such property that would be subject to an REO Tax, but
   that a lease of such property to another party to operate such property, or
   the performance of some services by an Independent Contractor with respect to
   such property, or another method of operating such property would not result
   in income subject to an REO Tax, then the Special Servicer may (provided,
   that in the good faith and reasonable judgment of the Special Servicer, it is
   commercially reasonable) acquire such Mortgaged Property as REO Property and
   so lease or operate such REO Property; or

     (iii) It is reasonable to believe that Directly Operating such property as
   REO Property could result in income subject to an REO Tax and that no
   commercially reasonable means exists to operate such property as REO Property
   without the Trust Fund incurring or possibly incurring an REO Tax on income
   from such property, the Special Servicer shall deliver to the Tax
   Administrator, in writing, a Proposed Plan to manage such property as REO
   Property. Such plan shall include potential sources of income, and, to the
   extent reasonably possible, estimates of the amount of income from each such
   source. Upon request of the Special Servicer, the Tax Administrator shall
   advise the Special Servicer of the Tax Administrator's federal income tax
   reporting position with respect to the various sources of income that the
   Trust Fund would derive under the Proposed Plan. After receiving the
   information described in the preceding sentence from the Tax Administrator,
   the Special Servicer shall implement the Proposed Plan (after acquiring the
   respective Mortgaged Property as REO Property), with any amendments required
   to be made thereto as a result of the Tax Administrator's tax reporting
   position.

     The Special Servicer's decision as to how any REO Property that was
formerly the Gallery at Harborplace Mortgaged Property, the Amsdell Portfolio
Mortgaged Property or the Park Square Mortgaged Property, shall be managed and
operated 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 Companion Loan
Noteholder (as a collective whole) by maximizing (to the extent commercially
reasonable and consistent with Section


                                     -140-


<PAGE>

3.17A(b)) the net after-tax REO Revenues received by the Trust Fund with respect
to such property without materially impairing the Special Servicer's ability to
promptly sell the REO Property for a fair price. In connection with performing
their respective duties under this Section 3.17A(a), both the Special Servicer
and the Tax Administrator may consult with counsel and tax accountants, the
reasonable cost of which consultation shall be covered by, and be reimbursable
as, a Servicing Advance to be made by the Special Servicer.

     (b) If title to the Gallery at Harborplace Mortgaged Property, the Amsdell
Portfolio Mortgaged Property or the Park Square Mortgaged Property is acquired,
the Special Servicer shall manage, conserve, protect and operate such REO
Property for the benefit of the Certificateholders and the related Companion
Loan Noteholder solely for the purpose of its prompt disposition and sale in a
manner that does not and will not: (i) cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code; or (ii) except as contemplated by Section 3.17A(a), either result in
the receipt by any REMIC Pool of any "income from non-permitted assets" within
the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC
Event or an Adverse Grantor Trust Event. Subject to the foregoing, however, the
Special Servicer shall have full power and authority to do any and all things in
connection with the operation, management, maintenance and disposition of the
REO Property as is consistent with the Servicing Standard and shall withdraw
from the related REO Account, to the extent of amounts on deposit therein with
respect to such REO Property, funds necessary for the proper operation,
management, maintenance and disposition of such REO Property, including:

     (i) all insurance premiums due and payable in respect of such REO
   Property;

     (ii) all real estate taxes and assessments in respect of such REO Property
   that may result in the imposition of a lien thereon;

     (iii) any ground rents in respect of such REO Property; and

     (iv) all costs and expenses necessary to maintain, lease, sell, protect,
   manage, operate and restore such REO Property.

     To the extent that amounts on deposit in the related REO Account in respect
of any such REO Property are insufficient for the purposes set forth in the
preceding sentence with respect to such REO Property, the Special Servicer shall
make Servicing Advances in such amounts as are necessary for such purposes
unless the Special Servicer determines, in accordance with the Servicing
Standard, that such payment would be a Nonrecoverable Advance; provided,
however, that the Special Servicer may make any such Servicing Advance without
regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings. The Special
Servicer shall notify the Master Servicer if it shall have made any such
Servicing Advance within the previous 30-day period.

     (c) Without limiting the generality of the foregoing, the Special Servicer
shall not:

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


                                     -141-


<PAGE>

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

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

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

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

     (d) The Special Servicer may contract with any Independent Contractor for
the operation and management of any REO Property that was formerly the Gallery
at Harborplace Mortgaged Property, the Amsdell Portfolio Mortgaged Property or
the Park Square Mortgaged Property, provided that:

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

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

     (iii) any such contract shall require, or shall be administered to
   require, that the Independent Contractor, in a timely manner, (A) pay all
   costs and expenses incurred in connection with the operation and management
   of the REO Property, including those listed in Section 3.17A(b) above, and
   (B) except to the extent that such revenues are derived from any services
   rendered by the Independent Contractor to tenants of the REO Property that
   are not customarily furnished or rendered in connection with the rental of
   real property (within the meaning of Section 1.856-4(b)(5) of the Treasury
   Regulations or any successor provision), remit all related revenues
   collected (net of its fees and such costs and expenses) to the Special
   Servicer upon receipt;

     (iv) none of the provisions of this Section 3.17A(d) relating to any such
   contract or to actions taken through any such Independent Contractor shall be
   deemed to relieve the Special Servicer of any of its duties and obligations
   hereunder with respect to the operation and management of the REO Property;
   and


                                     -142-


<PAGE>

     (v) the Special Servicer shall be obligated with respect thereto to the
   same extent as if it alone were performing all duties and obligations in
   connection with the operation and management of the REO Property.

     The Special Servicer shall be entitled to enter into any agreement with any
such Independent Contractor performing services for it related to its duties and
obligations hereunder 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 Mortgage Loans and REO Properties.

     (a) The Master Servicer, the Special Servicer or the Trustee may sell or
purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property
only on the terms and subject to the conditions set forth in this Section 3.18
or as otherwise expressly provided in or contemplated by Sections 2.03(a) and
9.01 and, in the case of the Gallery at Harborplace Mortgage Loan, the Amsdell
Portfolio Mortgage Loan and the Park Square Mortgage Loan, in Section 4.03 of
the related Co-Lender and Servicing Agreement.

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

     (c) If no Controlling Class Certificateholder has purchased any Defaulted
Mortgage Loan within 10 Business Days of its having received notice in respect
thereof pursuant to Section 3.18(b) above, either the Master Servicer or the
Special Servicer (with preference given to the Special Servicer) may at its
option, during the immediately following 10 Business Day period, purchase such
Mortgage Loan from the Trust Fund, at a price equal to the Purchase Price. The
Purchase Price for


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any such Mortgage Loan purchased under this subsection (c) shall be deposited
into the Pool Custodial Account, and the Trustee, upon receipt of an Officer's
Certificate from the Master Servicer to the effect that such deposit has been
made, shall release or cause to be released to the Master Servicer or the
Special Servicer, as applicable, the related Mortgage File, and shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
Master Servicer or the Special Servicer, as applicable, the ownership of such
Mortgage Loan. In connection with any such purchase by the Master Servicer, the
Special Servicer shall deliver the related Servicing File to the Master
Servicer. Notwithstanding the foregoing, if any Defaulted Mortgage Loan
purchased pursuant to this Section 3.18(c) is the Gallery at Harborplace
Mortgage Loan, the Amsdell Portfolio Mortgage Loan or the Park Square Mortgage
Loan, the release, endorsement or assignment of the documents constituting the
related Mortgage File and Servicing File shall be in the manner contemplated by
Section 3.25 hereof.

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

     The Special Servicer shall use its best efforts to solicit bids for each
REO Property in such manner as will be reasonably likely to realize a fair price
within the time period provided for by Section 3.16(a). Subject to Sections
3.18(h), 6.11 and 6.11A, the Special Servicer shall accept the first (and, if
multiple bids are received contemporaneously or subsequently, the highest) cash
bid received from any Person that constitutes a fair price for such REO
Property. If the Special Servicer reasonably believes that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.16(a), then (subject to Section 6.11 or 6.11A, as applicable) the
Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received.

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

     No Interested Person shall be obligated to submit a bid to purchase any
such Mortgage Loan or REO Property, and notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any Defaulted Mortgage Loan or any REO
Property pursuant hereto.


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<PAGE>

     (e) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(d), shall be determined by the Special Servicer or, if such cash bid is
from an Interested Person, by the Trustee. In determining whether any bid
received from an Interested Person represents a fair price for any such Mortgage
Loan or REO Property, the Trustee shall be supplied with and shall be entitled
to rely on the most recent appraisal in the related Servicing File conducted in
accordance with this Agreement within the preceding 12-month period (or, in the
absence of any such appraisal or if there has been a material change at the
subject property since any such appraisal, on a new appraisal to be obtained by
the Special Servicer (the cost of which shall be covered by, and be reimbursable
as, a Servicing Advance)). The appraiser conducting any such new appraisal shall
be an Independent Appraiser selected by the Special Servicer if neither the
Special Servicer nor any Affiliate thereof is bidding with respect to a
Defaulted Mortgage Loan or REO Property and selected by the Trustee if either
the Special Servicer or any Affiliate thereof is so bidding. Where any
Interested Person is among those bidding with respect to a Defaulted Mortgage
Loan or REO Property, the Special Servicer shall require that all bids be
submitted to it (and, if the Special Servicer or any Affiliate thereof is
bidding, to the Trustee) in writing and be accompanied by a refundable deposit
of cash in an amount equal to 5% of the bid amount. In determining whether any
bid from a Person other than an Interested Person constitutes a fair price for
any such Mortgage Loan or REO Property, the Special Servicer shall take into
account the results of any appraisal or updated appraisal that it or the Master
Servicer may have obtained in accordance with this Agreement within the prior
twelve months, and any Independent Appraiser shall be instructed to take into
account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy and the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a). The Purchase Price for any such Mortgage Loan or
REO Property shall in all cases be deemed a fair price. Notwithstanding the
other provisions of this Section 3.18, no cash bid from the Special Servicer or
any Affiliate thereof shall constitute a fair price for any Defaulted Mortgage
Loan or REO Property unless such bid is the highest cash bid received and at
least two independent bids (not including the bid of the Special Servicer or any
Affiliate) have been received. In the event the bid of the Special Servicer or
any Affiliate thereof is the only bid received or is the higher of only two bids
received, then additional bids shall be solicited. If an additional bid or bids,
as the case may be, are received and the original bid of the Special Servicer or
any Affiliate thereof is the highest of all cash bids received, then the bid of
the Special Servicer or such Affiliate shall be accepted, provided that the
Trustee has otherwise determined, as provided above in this Section 3.18(e),
that such bid constitutes a fair price for any Defaulted Mortgage Loan or REO
Property. Any bid by the Special Servicer shall be unconditional; and, if
accepted, the Defaulted Mortgage Loan or REO Property shall be transferred to
the Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
mortgage loan or real property.

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


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<PAGE>

final and without recourse to the Trustee or the Trust, and if such sale is
consummated in accordance with the terms of this Agreement, neither the Special
Servicer nor the Trustee shall have any liability to any Certificateholder with
respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.

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

     (h) Notwithstanding any of the foregoing paragraphs of this Section 3.18,
the Special Servicer shall not be obligated to accept the highest cash bid if
the Special Servicer determines, in accordance with the Servicing Standard, that
rejection of such bid would be in the best interests of the Certificateholders
(as a collective whole) (or, in the case of an REO Property that relates to a
Loan Pair, the best interests of the Certificateholders and the applicable
Companion Loan Noteholder (as a collective whole)). In addition, the Special
Servicer may, subject to Section 6.11 or 6.11A, as applicable, accept a lower
cash bid (from any Person other than itself or an Affiliate) if it determines,
in accordance with the Servicing Standard, that acceptance of such bid would be
in the best interests of the Certificateholders (as a collective whole) (or, in
the case of an REO Property that relates to a Loan Pair, the best interests of
the Certificateholders and the applicable Companion Loan Noteholder (as a
collective whole)) (for example, if the prospective buyer making the lower bid
is more likely to perform its obligations or the terms (other than price)
offered by the prospective buyer making the lower bid are more favorable).

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

     (a) The Master Servicer shall deliver to the Trustee for deposit in the
Collection Account on each Master Servicer Remittance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the aggregate
amount of all Prepayment Interest Shortfalls, if any, incurred in connection
with Principal Prepayments received during the most recently ended Collection
Period with respect to Mortgage Loans that are not Specially Serviced Loans and
have not become REO Loans and (ii) the sum of (1) the aggregate of all Master
Servicing Fees received by the Master Servicer during such Collection Period
with respect to the entire Mortgage Pool (but only to the extent of that portion
thereof calculated at a rate of 0.05% per annum with respect to each and every
Mortgage Loan) and (2) the aggregate amount of Prepayment Interest Excesses
received in respect of the entire Mortgage Pool during such Collection Period;
provided, however, that if any Prepayment Interest Shortfall occurs as a result
of the Master Servicer's allowing the Mortgagor to deviate from the terms of the
related Mortgage Loan documents regarding principal prepayments, the Master
Servicer shall be obligated to pay an amount equal to the entire Prepayment
Interest Shortfall with respect to such Mortgage Loan without any limitation of
the kind set forth in clauses (1) and (2) above.

     (b) The Master Servicer shall, as to each Mortgage Loan which is secured by
the interest of the related Mortgagor under a Ground Lease, promptly (and in any
event within 45 days


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<PAGE>

following the Closing Date) notify the related ground lessor of the transfer of
such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
ground lessor that any notices of default under the related Ground Lease should
thereafter be forwarded to the Master Servicer.

     (c) Notwithstanding anything to the contrary contained in this Agreement,
if the Special Servicer is required under this Agreement to make any Servicing
Advance but does not desire to do so, the Special Servicer may, in its sole
discretion, request that the Master Servicer make such Servicing Advance, such
request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days) 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 ten (10) days of the Master
Servicer's receipt of such request. If the request is timely and properly made,
the Special Servicer shall be relieved of any obligations with respect to a
Servicing Advance that it so requests the Master Servicer to make (regardless of
whether or not the Master Servicer shall make such Servicing Advance). The
Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of the Special Servicer, together with interest
thereon in accordance with Sections 3.05(a), 3.05A and 3.11(g), as applicable,
at the same time, in the same manner and to the same extent as the Master
Servicer is entitled with respect to any other Servicing Advances made thereby.

     Notwithstanding the foregoing provisions of this Section 3.19(c), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination.

     SECTION 3.20. Modifications, Waivers, Amendments and Consents.

     (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(l) below, and
further subject to Section 6.11 or 6.11A, as applicable, the Special Servicer
(or, under the limited circumstances set forth in Section 3.20(c), the Master
Servicer) may, on behalf of the Trustee and, in the case of a Companion Loan,
the related Companion Loan Noteholder, agree to any modification, extension,
waiver or amendment of any term of any Mortgage Loan or Companion Loan and
respond to various Mortgagor requests for consent on the part of the mortgagee
(including the lease reviews and lease consents related thereto), without the
consent of the Trustee, any Certificateholder, the Master Servicer (in the case
of any such action taken by the Special Servicer) or, except as expressly set
forth below, the Special Servicer (in the case of any such action taken by the
Master Servicer).

     (b) All modifications, extensions, waivers or amendments of any Mortgage
Loan (including the lease reviews and lease consents related thereto) shall be
in writing and shall be considered and effected in a manner consistent with the
Servicing Standard.

     (c) In the case of any Mortgage Loan or Companion Loan other than a
Specially Serviced Loan, and subject to the rights of the Special Servicer set
forth below, the Master Servicer shall


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<PAGE>

be responsible for responding to any request by a Mortgagor for the consent or
approval of the mortgagee or 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), Section 3.08(a) and Section 3.20(l) hereof) affect the amount or timing
of any of the payment terms of such Mortgage Loan or Companion 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 Companion Loan
or relate to any waiver of or granting of consent under a "due-on-sale" or
"due-on-encumbrance" clause. With respect to any action proposed to be taken by
the Master Servicer under this Section 3.20(c) where the thresholds in clauses
(i) through (v) below are exceeded, or which involves the situations set forth
in the proviso to the previous sentence, the Special Servicer only may take such
action. To the extent consistent with the foregoing, but subject to Section
3.20(f), the Master Servicer shall also be responsible for the following with
respect to the Mortgage Loans and Companion Loans (other than Specially Serviced
Loans):

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

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

     (iii) Approving a transfer of equity in a Mortgagor from one current
   equity holder to another, provided that such transfer of equity does not (A)
   affect (if applicable) the status of such Mortgagor or such equity holder as
   a special purpose, bankruptcy-remote entity, (B) result in a change of
   control of such Mortgagor, (C) cause the transferee to hold more than 49% of
   the equity in such Mortgagor, (D) relate to a Mortgage Loan that represents
   2% or more of the then aggregate principal balance of the Mortgage Pool or
   (E) relate to 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
   management fee to any property manager if such management fee is no more than
   the management fee in effect on the Cut-off Date); and

     (v) Approving 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 Mortgage Loan
   does not represent 2% or more of the then aggregate principal balance
   of the Mortgage Pool and (C) none of the Gallery at Harborplace
   Mortgaged Property, the Amsdell Portfolio Mortgaged Property or the
   Park Square Mortgaged Property is involved.


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<PAGE>

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

     (i) affect the amount or timing of any scheduled payment of principal,
   interest or other amount (including Prepayment Premiums or Yield Maintenance
   Charges, but excluding Default Interest and other amounts payable as
   additional servicing compensation) payable thereunder;

     (ii) affect the obligation of the related Mortgagor to pay a Prepayment
   Premium or Yield Maintenance Charge or permit a Principal Prepayment during
   any period in which the related Mortgage Note prohibits Principal
   Prepayments;

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

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

     (e) Notwithstanding Section 3.20(d), but subject to Section 6.11 and the
second paragraph of this Section 3.20(e), the Special Servicer may (i) reduce
the amounts owing under any Specially Serviced Loan by forgiving principal,
accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii)
reduce the amount of the Required Debt Service Payment on any Specially Serviced
Loan, including by way of a reduction in the related Mortgage Rate, (iii)
forbear in the enforcement of any right granted under any Mortgage Note or
Mortgage relating to a Specially Serviced Loan (iv) accept a Principal
Prepayment on any Specially Serviced Loan during any Lockout Period or (v)
extend the maturity of any Mortgage Loan; provided that (A) the related
Mortgagor is in monetary default or material non-monetary default with respect
to the Specially Serviced Loan or, in the reasonable, good faith judgment of the
Special Servicer, such default is reasonably foreseeable, (B) in the reasonable,
good faith judgment of the Special Servicer, such modification, extension,
waiver or amendment would increase the recovery on the 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
Companion Loan Noteholder (as a collective whole), on a present


                                     -149-


<PAGE>

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 Companion Loan Noteholder), to be performed
at the related Mortgage Rate (or, in the case of a Loan Pair, at the weighted
average of the Mortgage Rates for such Loan Pair)), and (C) such modification,
extension, waiver or amendment would not cause an Adverse REMIC Event in respect
of any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor
Trust; and provided, further, that (i) any modification, extension, waiver or
amendment of the payment terms of 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 and Servicing Agreement, such that neither the
Trust as holder of the Mortgage Loan in such Loan Pair nor the related Companion
Loan Noteholder shall gain a priority over the other such holder with respect to
any payment, which priority is not, as of the date of the related Co-Lender and
Servicing Agreement, reflected in the related loan documents and Co-Lender and
Servicing Agreement, and (ii) to the extent consistent with the Servicing
Standard (taking into account the extent to which the related Companion Loan is
junior to the Mortgage Loan in the Loan Pair), (A) no waiver, reduction or
deferral of any particular amounts due on the 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 Companion Loan in such Loan Pair, and (B)
no reduction of the Mortgage Rate of the Mortgage Loan in any Loan Pair
(excluding the portion thereof comprised of the Additional Interest Rate in the
case of an ARD Loan following the related Anticipated Repayment Date) shall be
effected prior to the reduction of the Mortgage Rate of the Companion Loan in
such Loan Pair (excluding the portion thereof comprised of the Additional
Interest Rate in the case of an ARD Loan following the related Anticipated
Repayment Date) to the maximum extent possible.

     In no event shall the Special Servicer: (i) extend the maturity date of a
Mortgage Loan or Companion Loan beyond the date that is two years prior to the
last Rated Final Distribution Date; (ii) extend the maturity date of the Gallery
of Harborplace Mortgage Loan, the Gallery at Harborplace Companion Loan, the
Park Square Mortgage Loan and the Park Square Companion Loan at all, extend the
maturity date of the Amsdell Portfolio Mortgage Loan or the Amsdell Portfolio
Companion Loan more than one year after its Stated Maturity Date or, subject to
clause (i) preceding and clause (iii) following, extend the maturity date of any
other Mortgage Loan or Companion Loan for more than five years after its Stated
Maturity Date; or (iii) if the Mortgage Loan or Companion Loan is secured by a
Ground Lease (but not the related fee interest), extend the maturity date of
such Mortgage Loan or Companion Loan, as the case may be, 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 Companion Loan
Noteholder) and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall attach to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

     (f) Notwithstanding anything to the contrary in this Agreement, none of the
Trustee, the Master Servicer or the Special Servicer, as applicable, shall give
any consent, approval or direction


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<PAGE>

regarding the termination of the related property manager or the designation of
any replacement property manager or, if such Mortgaged Property is hospitality
property, give any consent, approval or direction regarding the termination of
the franchise or the designation of a new franchise, with respect to any
Mortgaged Property that secures either (A) a Companion Loan or (B) a Mortgage
Loan that has an unpaid principal balance that is at least equal to the lesser
of $20,000,000 and 2% of the then aggregate principal balance of the Mortgage
Pool, unless: (1) the mortgagee is not given discretion under the terms of the
related Mortgage Loan or Companion Loan; or (2) it has received prior written
confirmation from each Rating Agency that such action will not result in an
Adverse Rating Event.

     Any party hereto seeking Rating Agency confirmation with respect to the
matters described above shall deliver a Review Package to such Rating Agency.

     (g) Any payment of interest that is deferred pursuant to any modification,
extension, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance or Stated Principal Balance of the related
Mortgage Loan or Companion Loan, notwithstanding that the terms of such
modification, extension, waiver or amendment so permit. The foregoing shall in
no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.

     (h) The Special Servicer or Master Servicer may, as a condition to granting
any request by a Mortgagor for consent, modification, extension, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan or Companion 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. In no event shall the Special
Servicer or Master Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.

     (i) The Special Servicer and Master Servicer shall each notify the other,
any related Sub-Servicers, the Trustee and, where a Companion Loan is affected,
the related Companion Loan Noteholder, in writing, of any modification,
extension, waiver or amendment of any term of any Mortgage Loan or Companion
Loan (including fees charged the Mortgagor) agreed to by it and the date
thereof, and shall deliver to the Trustee or any related Custodian for deposit
in the related Mortgage File (with a copy to be delivered to or retained by, as
applicable, the Master Servicer), an executed counterpart of the agreement
relating to such modification, extension, waiver or amendment promptly following
execution and delivery thereof, to be followed by an original recorded
counterpart promptly following the recordation (and receipt) thereof.

     (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Mortgage Loan or Companion Loan,
whether pursuant to Section 3.02(a) or this Section 3.20, the respective amounts
of additional servicing compensation payable to the Master Servicer and the
Special Servicer as Net Default Charges out of such Default Charges shall be
reduced proportionately based upon the respective amounts that had been payable
thereto as Net Default Charges immediately prior to such waiver.


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<PAGE>

     (k) If, with respect to any Defeasance Loan under which the lender can
require defeasance in lieu of prepayment, the Master Servicer shall receive a
notice from the related Mortgagor that it intends to prepay the related
Defeasance Loan in accordance with the terms thereof, then, except as set forth
below, the Master Servicer shall, subject to the next paragraph and the related
loan documents, (i) promptly respond to such notice in a manner which would
require that the Mortgagor pledge Defeasance Collateral in lieu of such
prepayment pursuant to the terms of the related Mortgage Note, (ii) notify each
Rating Agency, the Trustee, the Underwriters and the Special Servicer of its
request to the Mortgagor to defease a Mortgage Loan and (iii) upon the written
confirmation from each Rating Agency (which confirmation shall not be required
from S&P in the case of a Mortgage Loan with an unpaid principal balance equal
to $5,000,000 or that constitutes less than 1% of the aggregate unpaid principal
balance of the Mortgage Pool (whichever is less), provided the Master Servicer
delivers to S&P a certification in the form attached hereto as Exhibit Z) that
the acceptance of a pledge of the Defeasance Collateral in lieu of a full
prepayment will not result in an Adverse Rating Event, take such further action
as provided in such Mortgage Note to effectuate such defeasance, including the
purchase and perfection of the Defeasance Collateral on behalf of the Trustee,
as trustee for the registered holders of LB-UBS Commercial Mortgage Trust
2000-C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5.

     Notwithstanding the above, but subject to the related loan documents, the
Master Servicer shall not permit a pledge of Defeasance Collateral in lieu of
prepayment under a Defeasance Loan if (i) such defeasance would occur within two
years of the Startup Day, (ii) such Defeasance Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
will be liable for any shortfalls from the Defeasance Collateral or otherwise
become subjected to recourse liability with respect to the Defeasance Loan,
(iii) all costs to be incurred in connection with such defeasance (including
Rating Agency fees, accountant's fees and costs incurred in connection with any
required opinions of counsel) would not be paid by the related Mortgagor, or
(iv) in the case of a Defeasance Loan that either is a Companion Loan or has an
unpaid principal balance at least equal to 2% of the then aggregate principal
balance of the Mortgage Pool, either Rating Agency does not confirm in writing
to the Master Servicer that the acceptance of a pledge of the Defeasance
Collateral in lieu of a full prepayment will not result in an Adverse Rating
Event.

     All expenses related to the defeasance of a Defeasance Loan shall be
charged to the related Mortgagor or other responsible party.

     (l) With respect to any ARD Loan after its Anticipated Repayment Date, the
Master Servicer shall be permitted, in its discretion, to waive (such waiver to
be in writing addressed to the related Mortgagor, with a copy to the Trustee)
all or any portion of the accrued Additional Interest on such ARD Loan if, prior
to the related maturity date, the related Mortgagor has requested the right to
prepay the Mortgage Loan in full together with all payments required under such
ARD Loan in connection with such prepayment except for such accrued Additional
Interest, and, further, if the Master Servicer had determined, in its
reasonable, good faith judgment, that the waiver of the Trust's right to receive
such accrued Additional Interest is reasonably likely to produce a greater
payment to Certificateholders (as a collective whole) (or, if a Loan Pair is
involved, to produce a greater payment to the Certificateholders and the related
Companion Loan Noteholder (as a collective whole)) on a present value basis (the
relevant discounting of anticipated collections that will be distributable to
Certificateholders (or, in the case of a Loan Pair, to Certificateholders and
the related Companion Loan


                                     -152-


<PAGE>

Noteholder) to be performed at the related Mortgage Rate (or in the case of a
Loan Pair, at the weighted average of the Mortgage Rates for such Loan Pair)
than a refusal to waive the right to such Additional Interest; provided that,
any such waiver of Additional Interest accrued on 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 and Servicing Agreement, such
that the related Companion Loan Noteholder shall not gain any priority over the
Trust as holder of the Mortgage Loan in such Loan Pair with respect to the
payment of such Additional Interest. The Master Servicer shall have no liability
to the Trust, the Certificateholders or any other person so long as such
determination is exercised in accordance with the Servicing Standard.

     (m) If the Cal Fed Mortgage Loan becomes a Specially Serviced Mortgage Loan
and the Special Servicer has determined to modify such Mortgage Loan, then
(subject to Sections 3.20(a) through 3.20(f) above) the Special Servicer shall,
in accordance with the Servicing Standard, but subject to the related loan
documents, take every reasonable effort to change the Due Dates for such
Mortgage Loan (together with necessary changes to the amortization schedule
thereof) from quarterly to monthly pay.

     (n) In the event that an individual Mortgaged Property securing the Amsdell
Portfolio Mortgage Loan and the Amsdell Portfolio Companion Loan is replaced by
two or more properties pursuant to the terms of the related loan documents, the
allocated loan amount of that individual Mortgaged Property shall be allocated
between such substitute properties on a pro rata basis according to their net
cash flows.

     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 or Companion Loan, and if the Master Servicer is
not also the Special Servicer, the Master Servicer shall immediately give notice
thereof, and shall deliver a copy of the related Servicing File, to the Special
Servicer and shall use reasonable efforts to provide the Special Servicer with
all information, documents (or copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to such Mortgage Loan or Companion Loan, as the case may be, 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, if the
information, documents and records requested by the Special Servicer are not
contained in the Servicing File, the Master Servicer shall have such period of
time as reasonably necessary to make such delivery. The Special Servicer may
conclusively rely on the Master Servicer's determination that a Servicing
Transfer Event has occurred giving rise to a Mortgage Loan or Companion Loan
becoming a Specially Serviced Loan. The Special Servicer shall not be liable or
in default hereunder for any reasonable act or failure to act because of or
arising out of the Master Servicer's failure to deliver information, documents
or records with respect to any Specially Serviced Loan in accordance with the
requirements hereof.


                                     -153-


<PAGE>

     Upon determining that a Specially Serviced Loan has become a Corrected Loan
and if the Master Servicer is not also the Special Servicer, the Special
Servicer shall immediately give notice thereof, and shall within five Business
Days of such occurrence return the related Servicing File, together with any and
all new information, documents and records relating to the subject 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 or
Companion Loan, as applicable, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan or Companion Loan, as
applicable, shall terminate, and the obligations of the Master Servicer to
service and administer such Mortgage Loan or Companion Loan, as applicable shall
resume.

     Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Loan, the Master Servicer and the
Special Servicer shall each transfer to the other, as and when applicable, the
servicing of all other Cross-Collateralized Mortgage Loans constituting part of
the same Cross-Collateralized Group; provided that no Cross-Collateralized
Mortgage Loan may become a Corrected Loan at anytime that a continuing Servicing
Transfer Event exists with respect to another Cross-Collateralized Mortgage Loan
in the same Cross-Collateralized Group.

     (b) In servicing any Specially Serviced Loans, the Special Servicer shall
provide to the Custodian originals of newly executed documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and shall provide to
the Master Servicer copies of any additional related Mortgage Loan information,
including correspondence with the related Mortgagor.

     (c) On the Business Day following each Determination Date, the Special
Servicer shall deliver to the Master Servicer, the Trustee and each Rating
Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Loans and REO Properties, the information described in
clauses (vi) through (xv) of Section 4.02(a) (with respect to information set
forth in such clauses related to prior Distribution Dates and/or periods, the
Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds and Liquidation
Proceeds received, and the amount of any Realized Loss incurred, with respect to
each Specially Serviced Loan during the related Collection Period, and the
amount of all REO Revenues, Insurance Proceeds and Liquidation Proceeds
received, and the amount of any Realized Loss incurred, with respect to each REO
Property during the related Collection Period, (3) the amount, purpose and date
of all Servicing Advances made by the Special Servicer with respect to each
Specially Serviced Loan and REO Property during the related Collection Period,
(4) in writing, a brief narrative summary of the status of each Specially
Serviced Loan and (5) such additional information relating to the Specially
Serviced Loans and REO Properties as the Master Servicer reasonably requests to
enable it to perform its responsibilities under


                                     -154-


<PAGE>

this Agreement. Notwithstanding the foregoing provisions of this subsection (c),
the Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Loans and REO Properties and shall provide the Special
Servicer with any information reasonably available to the Master Servicer
required by the Special Servicer to perform its duties under this Agreement.

     SECTION 3.22. Sub-Servicing Agreements.

     (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided that, in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and, with the exception of Sections
7.01(a)(x), (xi), and (xii) provides for events of default with respect to the
Sub-Servicer substantially the same as those set forth in Section 7.01 (modified
as necessary to apply to the Sub-Servicer's obligations under the Sub-Servicing
Agreement); (ii) provides that if the Master Servicer or the Special Servicer,
as the case may be, shall for any reason no longer act in such capacity
hereunder (including by reason of an Event of Default), the Trustee or its
designee may thereupon assume all of the rights and, except to the extent they
arose prior to the date of assumption, obligations of the Master Servicer or the
Special Servicer, as the case may be, under such agreement or may terminate such
subservicing 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 60 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 any affected Companion
Loan Noteholder shall each be a third party beneficiary under such agreement,
but that (except to the extent the Trustee or its designee assumes the
obligations of the Master Servicer or the Special Servicer, as the case may be,
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trustee, the Trust, any successor Master Servicer, the Special Servicer or any
affected Companion Loan Noteholder, as the case may be, or any Certificateholder
shall have any duties under such agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to
terminate such agreement with respect to such purchased Mortgage Loan at its
option and without penalty; (v) does not permit the Sub-Servicer to enter into
or consent to any modification, extension waiver or amendment or otherwise take
any action on behalf of the Special Servicer contemplated by Section 3.08,
Section 3.09 and Section 3.20 hereof without the consent of such Special
Servicer; 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 or
Companion Loan serviced thereunder, terminate at the time such Mortgage Loan or
Companion Loan becomes a Specially Serviced Loan (or, alternatively, be subject
to the Special Servicer's rights to service the Mortgage Loan or Companion Loan
for so long as such Mortgage Loan or Companion Loan continues to be a Specially
Serviced Loan), and each Sub-Servicing Agreement entered into by the Special
Servicer shall relate only to Specially Serviced Loans and shall terminate with
respect to any such Mortgage Loan or Companion Loan which ceases to be a
Specially Serviced Loan. The Master Servicer and the Special Servicer each shall
deliver to the Trustee and each other copies of all Sub-Servicing Agreements
and, to each Companion Loan Noteholder, copies of any Sub-Servicing Agreement
relating to the related Companion Loan, as well as any amendments thereto and


                                     -155-


<PAGE>

modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. References in this Agreement to actions taken or to
be taken by the Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer to satisfy the obligations of the Master Servicer or the
Special Servicer hereunder to make P&I Advances or Servicing Advances shall be
deemed to have been advanced by the Master Servicer or the Special Servicer, as
the case may be, out of its own funds and, accordingly, such P&I Advances or
Servicing Advances shall be recoverable by such Sub-Servicer in the same manner
and out of the same funds as if such Sub-Servicer were the Master Servicer or
the Special Servicer, as the case may be. For so long as they are outstanding,
Advances (other than Cal Fed Special P&I Advances) shall accrue interest in
accordance with Sections 3.11(g), 4.03(d) and 4.03A(d), such interest to be
allocable between the Master Servicer or the Special Servicer, as the case may
be, and such Sub-Servicer as they may agree. For purposes of this Agreement, the
Master Servicer and the Special Servicer each shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other, the Trustee, the
Depositor, the Controlling Class Certificateholders and any affected Companion
Loan Noteholder in writing promptly of the appointment by it of any
Sub-Servicer.

     (b) Each Sub-Servicer (i) shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law, and (ii) shall be an
approved conventional seller/servicer of mortgage loans for FHLMC or Fannie Mae
or a HUD-Approved Servicer.

     (c) The Master Servicer and the Special Servicer, for the benefit of the
Trustee and the Certificateholders and, in the case of a Companion Loan, also
for the benefit of the related Companion Loan Noteholder, shall (at no expense
to the Trustee, the Certificateholders, any affected Companion Loan Noteholder
or the Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Such
enforcement, including the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or the Special Servicer,
as applicable, in its good faith business judgment, would require were it the
owner of the Mortgage Loans or Companion 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 60 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


                                     -156-
<PAGE>

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 Companion Loan Noteholders for the performance of
their respective obligations and duties under this Agreement in accordance with
the provisions hereof to the same extent and under the same terms and conditions
as if each alone were servicing and administering the Mortgage Loans, the
Companion Loans or REO Properties for which it is responsible.

     SECTION 3.23. Representations and Warranties of the Master Servicer.

     (a) The Master Servicer, in such capacity, hereby represents, warrants and
covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

     (i) The Master Servicer is a national banking association, duly organized
   under the laws of the United States, and the Master Servicer is in compliance
   with the laws of each state in which any Mortgaged Property is located to the
   extent necessary to perform its obligations under this Agreement.

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

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

     (iv) This Agreement, assuming due authorization, execution and delivery by
   each of the other parties hereto, constitutes a valid, legal and binding
   obligation of the Master Servicer, enforceable against the Master Servicer in
   accordance with the terms hereof, subject to (A)


                                     -157-


<PAGE>

   applicable bankruptcy, receivership, insolvency, reorganization,
   moratorium and other laws affecting the enforcement of creditors' rights
   generally and the rights of creditors of banks, and (B) general principles of
   equity, regardless of whether such enforcement is considered in a proceeding
   in equity or at law.

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

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

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

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

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

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

     (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.


                                     -158-


<PAGE>

     SECTION 3.24. Representations and Warranties of the Special Servicer.

     (a) The Special Servicer, in such capacity, hereby represents, warrants and
covenants to the other parties hereto and for the benefit of the
Certificateholders and the Companion Loan Noteholders, as of the Closing Date,
that:

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

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

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

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

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

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

     (vii) Any consent, approval, authorization or order of any court or
   governmental agency or body required under federal or state law for the
   execution, delivery and performance by the Special Servicer of or compliance
   by the Special Servicer with this Agreement or the


                                     -159-


<PAGE>

   consummation of the transactions contemplated by this Agreement has been
   obtained and is effective except where the lack of consent, approval,
   authorization or order would not have a material adverse effect on the
   performance by the Special Servicer under this Agreement.

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

     (b) The representations and warranties of the Special Servicer set forth in
Section 3.24(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

     (c) Any successor Special Servicer shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 3.24(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 3.24(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

     SECTION 3.25. Certain Matters Regarding the Purchase of the Gallery at
                   Harborplace Mortgage Loan, the Amsdell Portfolio Mortgage
                   Loan and the Park Square Mortgage Loan.

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

     SECTION 3.26. Application of Default Charges.

     (a) Any and all Default Charges that are actually collected with respect to
any Mortgage Loan or REO Loan in the Mortgage Pool during any Collection Period
and deposited in the Pool Custodial Account, shall be applied for the following
purposes and in the following order, in each case to the extent of the remaining
portion of such Default Charges;

                  first, to pay to the Fiscal Agent, the Trustee, the Master
         Servicer or the Special Servicer, in that order, any interest due and
         owing to such party on outstanding Advances (other than Cal


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<PAGE>

         Fed Special P&I Advances) made thereby with respect to such Mortgage
         Loan or REO Loan in the Mortgage Pool and reimbursed in the related
         Collection Period;

                  second, to pay any other outstanding expenses (other than
         Special Servicing Fees, Workout Fees and Liquidation Fees) incurred
         with respect to any Mortgage Loan or REO Loan in the Mortgage Pool and
         that, if paid from a source other than such Default Charges, would
         constitute Additional Trust Fund Expenses;

                  third, to reimburse the Trust for any interest on Advances
         (other than Cal Fed Special P&I Advances) paid to the Fiscal Agent, the
         Trustee, the Master Servicer or the Special Servicer in the preceding
         twelve months with respect to any Mortgage Loan or REO Loan in the
         Mortgage Pool, which payment was made from a source other than Default
         Charges;

                  fourth, to reimburse the Trust for any other Additional Trust
         Fund Expenses (other than Special Servicing Fees, Workout Fees and
         Liquidation Fees) paid in the preceding twelve months with respect to
         any Mortgage Loan or REO Loan in the Mortgage Pool, which payment was
         made from a source other than Default Charges; 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 or as additional special
         servicing compensation to the Special Servicer, as applicable, in
         accordance with Section 3.11.

     (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of Section 3.26(a), are intended to be part of the amounts to
be delivered by the Master Servicer to the Trustee pursuant to Section 3.04(b)
on or before the Master Servicer Remittance Date next following the Collection
Period during which they were received, for deposit in the Collection Account,
subject to application pursuant to Section 3.05(a) for any items payable out of
general collections on the Mortgage Loans and any REO Properties. Default
Charges applied to pay outstanding interest on Advances (other than Cal Fed
Special P&I Advances) to any particular party pursuant to clause first of
Section 3.26(a) shall be applied to pay such party such interest on Advances in
such manner that the interest that accrued first and has been outstanding the
longest shall be paid first. Default Charges applied to pay outstanding expenses
pursuant to clause second of Section 3.26(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 Section
3.26(a) shall be deemed to offset either interest paid on Advances or other
Additional Trust Fund Expenses, depending on which clause is applicable, in the
chronological order in which they were made or incurred, as applicable
(whereupon such interest paid on Advances or such other Additional Trust Fund
Expenses, depending on which clause is applicable, shall thereafter be deemed to
have been paid out of Default Charges).


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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 the
Special Servicer, withdraw from the Collection Account and apply the Available
Distribution Amount for such Distribution Date to make the following
distributions in respect of the Senior Certificates, in the following order of
priority, in each case to the extent of remaining available funds:

                  first, distributions of interest to the Holders of the
         respective Classes of Senior Certificates, up to an amount equal to,
         and pro rata as among such Classes in accordance with, all
         Distributable Certificate Interest in respect of each such Class of
         Certificates for such Distribution Date and, to the extent not
         previously paid, for all prior Distribution Dates, if any;

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

                  third, distributions to the Holders of the Class A-1 and Class
         A-2 Certificates, up to an amount equal to, pro rata as between such
         Classes of Certificateholders in accordance with, and in reimbursement
         of, all Realized Losses and Additional Trust Fund Expenses, if any,
         previously allocated to each such Class of Certificates and not
         previously reimbursed.

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

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


                                     -162-

<PAGE>

     (b) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer and the
Special Servicer, withdraw from the Collection Account and apply the Subordinate
Available Distribution Amount for such Distribution Date, for the following
purposes and in the following order of priority, in each case to the extent of
remaining available funds:

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

     (ii) after the Class Principal Balances of the Class A Certificates have
   been reduced to zero, to make distributions of principal to the Holders of
   the Class B Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of the Class A Certificates pursuant to
   Section 4.01(a) above);

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

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

     (v) after the Class Principal Balance of the Class B Certificates has been
   reduced to zero, to make distributions of principal to the Holders of the
   Class C Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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


                                     -163-


<PAGE>

     (viii) after the Class Principal Balance of the Class C Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class D Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xi) after the Class Principal Balance of the Class D Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class E Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xiv) after the Class Principal Balance of the Class E Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class F Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

     (xv) to make distributions to the Holders of the Class F Certificates, up
   to an amount equal to, and in reimbursement of, all Realized Losses and
   Additional Trust Fund Expenses, if


                                     -164-


<PAGE>

   any, previously allocated to such Class of Certificates pursuant to
   Section 4.04(a) and not previously reimbursed;

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

     (xvii) after the Class Principal Balance of the Class F Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class G Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xx) after the Class Principal Balance of the Class G Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class H Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xxiii) after the Class Principal Balance of the Class H Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class J Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately


                                     -165-


<PAGE>

   prior to such Distribution Date) equal to the entire Principal Distribution
   Amount for such Distribution Date (net of any portion thereof distributed on
   such Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xxvi) after the Class Principal Balance of the Class J Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class K Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xxix) after the Class Principal Balance of the Class K Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class L Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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


                                     -166-


<PAGE>

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

     (xxxii) after the Class Principal Balance of the Class L Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class M Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xxxv) after the Class Principal Balance of the Class M Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class N Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

     (xxxviii)after the Class Principal Balance of the Class N Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class P Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the


                                     -167-


<PAGE>

   Holders of any other Class of Principal Balance Certificates pursuant to
   Section 4.01(a) above or pursuant to any prior clause of this Section
   4.01(b));

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

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

     (xli) after the Class Principal Balance of the Class P Certificates has
   been reduced to zero, to make distributions of principal to the Holders of
   the Class Q Certificates, up to an amount (not to exceed the Class Principal
   Balance of such Class of Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Principal Distribution Amount for such
   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

     (xliii) to make distributions to the Holders of the Class R-III
   Certificates, in an amount equal to the excess, if any, of (A) the aggregate
   distributions (other than distributions of Net Prepayment Consideration)
   deemed made in respect of the REMIC II Regular Interests on such Distribution
   Date pursuant to Section 4.01(j), over (B) the aggregate distributions made
   in respect of the Regular Interest Certificates on such Distribution Date
   pursuant to Section 4.01(a) above and Section 4.01(b)(i) through Section
   4.01(b)(xlii) above;

     (xliv) to make distributions to the Holders of the Class R-II
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC I Regular Interests on
   such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
   distributions (other than distributions of Net Prepayment Consideration)
   deemed made in respect of the REMIC II Regular Interests on such Distribution
   Date pursuant to Section 4.01(j); and

     (xlv) to make distributions to the Holders of the Class R-I Certificates,
   up to an amount equal to the excess, if any, of (A) the Available
   Distribution Amount for such Distribution Date, over (B) the aggregate
   distributions made in respect of the other Classes of Certificates on such
   Distribution Date pursuant to Section 4.01(a) above and Sections 4.01(b)(i)
   through Section 4.01(b)(xliv) above.


                                     -168-


<PAGE>

     (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount received during the related Collection Period in
respect of any Mortgage Loan or REO Loan in the Mortgage Pool that represents
Net Prepayment Consideration and shall distribute such Net Prepayment
Consideration to the Holders of the respective Classes of Principal Balance
Certificates (other than any Excluded Class entitled to distributions of
principal pursuant to Section 4.01(a) or Section 4.01(b) on such Distribution
Date, up to an amount equal to, and pro rata based on, the respective Prepayment
Consideration Entitlements for such Classes of Certificates for such
Distribution Date.

     Any Net Prepayment Consideration not otherwise distributed in respect of
the Principal Balance Certificates pursuant to the foregoing paragraph of this
Section 4.01(c) shall be distributed to the Holders of the Class X Certificates
or, if such Net Prepayment Consideration relates to the Amsdell Portfolio
Mortgage Loan or any successor REO Loan, to the Holders of the Class S
Certificates. Any Net Prepayment Consideration distributed in respect of the
Class X Certificates on any Distribution Date shall be deemed to have been
distributed in respect of the respective Components of the Class X Certificates,
on a pro rata basis in accordance with the respective amounts by which the
Component Notional Amounts of such Components were reduced on such Distribution
Date by deemed distributions of principal pursuant to Section 4.01(j).

     (d) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amounts that represent Additional Interest actually
collected on the ARD Mortgage Loans and any successor REO Loans during the
related Collection Period and shall distribute such amounts to the Holders of
the Class Q Certificates.

     If the Loan REMIC Mortgage Loan is repurchased during any Collection Period
as contemplated by Section 2.03(d), then, on the related Distribution Date, the
Trustee shall withdraw from the Collection Account any yield maintenance payment
made by the UBS Mortgage Loan Seller in connection with such repurchase and
shall distribute such amount to the Holders of the Class X Certificates.

     (e) All distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Principal Balance Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate, but taking into account, in the case of the Class
Q Certificates, possible future distributions of Additional Interest) will be
made in a like manner, but only upon presentation and surrender of such
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution. Prior
to any termination


                                     -169-


<PAGE>

of the Trust Fund pursuant to Section 9.01, any distribution that is to be made
with respect to a Certificate in reimbursement of a Realized Loss or Additional
Trust Fund Expense previously allocated thereto, which reimbursement is to occur
after the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the
Trustee was subsequently notified in writing. If such check is returned to the
Trustee, then the Trustee, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Trustee
shall be set aside by the Trustee and held uninvested in trust and credited to
the account of the appropriate Holder. The costs and expenses of locating the
appropriate Holder and holding such funds shall be paid out of such funds. No
interest shall accrue or be payable to any former Holder on any amount held in
trust hereunder. If the Trustee has not, after having taken such reasonable
steps, located the related Holder by the second anniversary of the initial
sending of a check, the Trustee shall, subject to applicable law, distribute the
unclaimed funds to the Class R-III Certificateholders.

     (f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the related Certificate Owners that it represents. None of
the Trustee, the Certificate Registrar, the Depositor or the Master Servicer
shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law. The Trustee and the Depositor shall perform their
respective obligations under the Letter of Representations among the Depositor,
the Trustee and the initial Depository dated as of the Closing Date and
pertaining to the Book-Entry Certificates.

     (g) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of the Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts properly previously
distributed on the Certificates.

     (h) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a), but taking
into account, in the case of the Class Q Certificates, possible future
distributions of Additional Interest) will be made on the next Distribution
Date, the Trustee shall, no later than the second Business Day prior to such
Distribution Date, mail to each Holder of record of such Class of Certificates
on such date a notice to the effect that:

     (i) the Trustee expects that the final distribution with respect to such
   Class of Certificates will be made on such Distribution Date but only upon
   presentation and surrender of


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   such Certificates at the office of the Certificate Registrar or at such
   other location therein specified, and

     (ii) no interest shall accrue on such Certificates from and after the end
   of the Interest Accrual Period for such Distribution Date.

     Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Trustee shall, subject to applicable law, distribute
to the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject thereto.

     (i) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

     (j) All distributions made in respect of each Class of Regular Interest
Certificates (exclusive of the Class X Certificates) on each Distribution Date
(including the Final Distribution Date) pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been
distributed from REMIC II to REMIC III in respect of the Corresponding REMIC II
Regular Interest for such Class of Certificates; and all distributions made in
respect of the Class X Certificates on each Distribution Date pursuant to
Section 4.01(a), Section 4.01(c) or Section 9.01, and allocable to any
particular Component of such Class of Certificates, shall be deemed to have
first been distributed from REMIC II to REMIC III in respect of the
Corresponding REMIC II Regular Interest for such Component. In each case, if
such distribution on any such Class of Certificates was a distribution of
interest, of principal, of additional interest (in the form of Net Prepayment
Consideration) or in reimbursement of any Realized Losses and Additional Trust
Fund Expenses previously allocated to such Class of Certificates, then the
corresponding distribution deemed to be made on a REMIC II Regular Interest
pursuant to the preceding sentence shall be deemed to also be, respectively, a
distribution of interest, of principal, of additional interest (in the form of
Net Prepayment Consideration) or in


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<PAGE>

reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously allocated to REMIC III in respect of such REMIC II Regular Interest.
The actual distributions made by the Trustee on each Distribution Date in
respect of the REMIC III Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 9.01, as applicable, shall be deemed to have
been so made from the amounts deemed distributed in respect of the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

     (k) On each Distribution Date, including the Final Distribution Date, the
Available Distribution Amount for such date shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interests, in each case to the extent of the remaining portions of such funds,
for the following purposes and in the following order of priority:

     (i) as deemed distributions of interest in respect of all the REMIC I
   Regular Interests, up to an amount equal to, and pro rata in accordance with,
   all Uncertificated Distributable Interest in respect of each REMIC I Regular
   Interest for such Distribution Date and, to the extent not previously deemed
   distributed, for all prior Distribution Dates;

     (ii) as deemed distributions of principal in respect of all the REMIC I
   Regular Interests, up to an amount equal to, and pro rata in accordance with,
   as to each REMIC I Regular Interest, the portion of the Principal
   Distribution Amount for such Distribution Date attributable to the related
   Mortgage Loan (or successor REO Loan); and

     (iii) as deemed distributions in respect of all the REMIC I Regular
   Interests, up to an amount equal to, pro rata in accordance with, and in
   reimbursement of, any Realized Losses and Additional Trust Fund Expenses
   previously allocated to each REMIC I Regular Interest (with compounded
   interest).

     Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interest corresponding to the prepaid Mortgage Loan or REO Loan, as the case may
be, in the Mortgage Pool in respect of which such Net Prepayment Consideration
was received.

     (l) On each Distribution Date, including the Final Distribution Date, the
portion of the Available Distribution Amount for such date allocable to the Loan
REMIC Mortgage Loan (or any successor REO Loan) shall be deemed to have first
been distributed from the Loan REMIC to REMIC I in respect of the Loan REMIC
Regular Interests, in each case to the extent of the remaining portions of such
funds, for the following purposes and in the following order of priority:

     (i) as deemed distributions of interest in respect of the Loan REMIC
   Regular Interest, up to an amount equal to all Uncertificated Distributable
   Interest in respect of the Loan REMIC Regular Interest for such Distribution
   Date and, to the extent not previously deemed distributed, for all prior
   Distribution Dates;


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<PAGE>

     (ii) as deemed distributions of principal in respect of the Loan REMIC
   Regular Interest, up to an amount equal to the portion of the Principal
   Distribution Amount for such Distribution Date attributable to the Loan REMIC
   Mortgage Loan (or any successor REO Loan); and

     (iii) as deemed distributions in respect of the 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 the 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 the Loan
REMIC Mortgage Loan (or any successor REO Loan) shall, in each case, be deemed
to have been distributed from the Loan REMIC to REMIC I in respect of the Loan
REMIC Regular Interest.

     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"), based on information provided to it by the Master Servicer and the
Special Servicer, setting forth:

     (i) the amount of the distribution on such Distribution Date to the
   Holders of each Class of Principal Balance Certificates in reduction of the
   Class Principal Balance thereof;

     (ii) the amount of the distribution on such Distribution Date to the
   Holders of each Class of Regular Interest Certificates allocable to
   Distributable Certificate Interest;

     (iii) the amount of the distribution on such Distribution Date to the
   Holders of each Class of Regular Interest Certificates allocable to
   Prepayment Premiums, Yield Maintenance Charges and Additional Interest,
   respectively;

     (iv) the amount of the distribution on such Distribution Date to the
   Holders of each Class of Principal Balance Certificates in reimbursement of
   previously allocated Realized Losses and Additional Trust Fund Expenses;

     (v) the Available Distribution Amount for such Distribution Date;

     (vi) the aggregate amount of P&I Advances made in respect of the Mortgage
   Pool for the prior Distribution Date pursuant to Section 4.03(a), 4.03A(a)
   and/or 4.03B(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


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<PAGE>

   Servicer, the Trustee or the Fiscal Agent in respect of such unreimbursed
   P&I Advances in accordance with Section 4.03(d) or 4.03A(d) as of the close
   of business on such Determination Date and (B) the aggregate amount of
   unreimbursed Servicing Advances that had been outstanding with respect to the
   Mortgage Pool as of the close of business on the related Determination Date
   and the aggregate amount of interest accrued and payable to the Master
   Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
   such unreimbursed Servicing Advances in accordance with Section 3.11(g) as of
   the close of business on such related Determination Date;

     (viii) the aggregate unpaid principal balance of the Mortgage Pool
   outstanding as of the close of business on the related Determination Date and
   the aggregate Stated Principal Balance of the Mortgage Pool outstanding
   immediately before and immediately after such Distribution Date;

     (ix) the number, aggregate unpaid principal balance, weighted average
   remaining term to maturity and weighted average Mortgage Rate of the Mortgage
   Loans (other than REO Loans) as of the close of business on the related
   Determination Date;

     (x) the number, aggregate unpaid principal balance (as of the close of
   business on the related Determination Date and aggregate Stated Principal
   Balance (immediately after such Distribution Date) of Mortgage Loans (A)
   delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90 or
   more days, (D) as to which foreclosure proceedings have been commenced, and
   (E) as to which, to the knowledge of the Master Servicer or the Special
   Servicer, as applicable, bankruptcy proceedings have commenced in respect of
   the related Mortgagor;

     (xi) as to each Mortgage Loan referred to in the preceding clause (x)
   above, (A) the loan number thereof, (B) the Stated Principal Balance thereof
   immediately following such Distribution Date and (C) whether the delinquency
   is in respect of its Balloon Payment;

     (xii) with respect to any Mortgage Loan as to which a Liquidation Event
   occurred during the related Collection Period (other than a payment in full),
   (A) the loan number thereof, (B) the nature of the Liquidation Event and, in
   the case of a Final Recovery Determination, a brief description of the basis
   for such Final Recovery Determination, (C) the aggregate of all Liquidation
   Proceeds and other amounts received in connection with such Liquidation Event
   (separately identifying the portion thereof allocable to distributions on the
   Certificates), and (D) the amount of any Realized Loss in connection with
   such Liquidation Event;

     (xiii) with respect to any REO Property that was included in the Trust
   Fund as of the close of business on the related Determination Date, the loan
   number of the related Mortgage Loan, the book value of such REO Property and
   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;


                                     -174-


<PAGE>

     (xiv) with respect to any Mortgage Loan as to which the related Mortgaged
   Property became an REO Property during the related Collection Period, the
   loan number of such Mortgage Loan and the Stated Principal Balance of such
   Mortgage Loan as of the related Acquisition Date;

     (xv) with respect to any REO Property included in the Trust Fund as to
   which a Final Recovery Determination was made during the related Collection
   Period, (A) the loan number of the related Mortgage Loan, (B) a brief
   description of the basis for the Final Recovery Determination, (C) the
   aggregate of all Liquidation Proceeds and other amounts received with respect
   to such REO Property during the related Collection Period (separately
   identifying the portion thereof allocable to distributions on the
   Certificates), (D) the amount of any Realized Loss in respect of the related
   REO Loan in connection with such Final Recovery Determination and (E), if
   available, the Appraised Value of such REO Property as expressed in the most
   recent appraisal thereof and the date of such appraisal;

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

     (xvii) any unpaid Distributable Certificate Interest in respect of each
   Class of Regular Interest Certificates after giving effect to the
   distributions made on such Distribution Date, and if the full amount of the
   Principal Distribution Amount was not distributed on such Distribution Date,
   the portion of the shortfall affecting each Class of Principal Balance
   Certificates;

     (xviii) the Pass-Through Rate for each Class of Regular Interest
   Certificates for such Distribution Date;

     (xix) the Principal Distribution Amount for such Distribution Date,
   separately identifying the respective components thereof (and, in the case of
   any Principal Prepayment or other unscheduled collection of principal
   received during the related Collection Period, the loan number for the
   related Mortgage Loan and the amount of such prepayment or other collection
   of principal);

     (xx) the aggregate of all Realized Losses incurred during the related
   Collection Period and from the Closing Date and all Additional Trust Fund
   Expenses (with a description thereof) incurred during the related Collection
   Period and from the Closing Date;

     (xxi) the aggregate of all Realized Losses and Additional Trust Fund
   Expenses that remain unallocated immediately following such Distribution
   Date;

     (xxii) the Class Principal Balance of each Class of Principal Balance
   Certificates and the Class Notional Amount of each of the Class X and the
   Class S 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;


                                     -175-

<PAGE>


     (xxiii) the Certificate Factor for each Class of Regular Interest
   Certificates immediately following such Distribution Date;

     (xxiv) the aggregate amount of any interest on Advances in respect of the
   Mortgage Pool paid to the Master Servicer, the Special Servicer, the Trustee
   and the Fiscal Agent during the related Collection Period in accordance with
   Section 3.11(g), Section 4.03(d) and/or Section 4.03A(d);

     (xxv) (A) the loan number for each Required Appraisal Loan and any related
   Appraisal Reduction Amount (including an itemized calculation thereof) as of
   the related Determination Date and (B) the aggregate Appraisal Reduction
   Amount for all Required Appraisal Loans as of the related Determination Date;

     (xxvi) on a cumulative basis from the Cut-off Date, the number, aggregate
   Stated Principal Balance immediately after such Distribution Date (in the
   case of subclauses (A), (B) and (E)), aggregate Cut-off Date Balance (in the
   case of subclauses (C) and (D)), weighted average extension period (except in
   the case of subclause (B) and which shall be zero in the case of subclause
   (C)), and weighted average anticipated extension period (in the case of
   subclause (B)) of Mortgage Loans (A) as to which the maturity dates have been
   extended, (B) as to which the maturity dates are in the process of being
   extended, (C) that have paid off and were never extended, (D) as to which the
   maturity dates had previously been extended and have paid off and (E) as to
   which the maturity dates had been previously extended and are in the process
   of being further extended;

     (xxvii) the original and then current credit support levels for each Class
   of Regular Interest Certificates;

     (xxviii) the original and then current ratings, if any, for each Class of
   Regular Interest Certificates;

     (xxix) the aggregate amount of Prepayment Premiums and Yield Maintenance
   Charges collected (A) during the related Collection Period and (B) since the
   Closing Date;

     (xxx) (A) the aggregate amount of servicing compensation in respect of the
   Mortgage Pool (separately identifying the amount of each category of
   compensation) paid to the Master Servicer, the Special Servicer and, if
   payable directly out of the Trust Fund without a reduction in the servicing
   compensation otherwise payable to the Master Servicer or the Special
   Servicer, to each Sub-Servicer, during the related Collection Period, and (B)
   such other information as the Trustee is required by the Code or other
   applicable law to furnish to enable Certificateholders to prepare their tax
   returns; and

     (xxxi) the amounts, if any, actually distributed with respect to the Class
   R-I, Class R-II and Class R-III Certificates on such Distribution Date.

     In the case of information to be furnished pursuant to clauses (i) through
(iv) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. In the
case of information provided to the Trustee as a basis for


                                     -176-


<PAGE>

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.

     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.

     The Trustee shall forward a copy of each Distribution Date Statement by
mail to the Depository. The Trustee shall make available each month, to
Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies,
the Controlling Class Representative, any party hereto or any Person identified
by any Certificateholder or Certificate Owner as a prospective transferee, via
the Trustee's internet website with the use of a password provided by the
Trustee to such Person upon request and, in the case of a 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 Y-1 or Exhibit Y-2, as applicable, all Certificateholder Reports and any
additional files containing substantially similar information in an alternative
format and, with the consent or at the direction of the Depositor, such other
information regarding the Certificates and/or the Mortgage Loans as the Trustee
may have in its possession. The Trustee shall also make all NOI Adjustment
Worksheets and Operating Statement Analysis Reports in its possession available
via its internet website in the same manner as the Certificateholder Reports.
The Trustee shall also make the Distribution Date Statement available via its
electronic bulletin board; provided that the Trustee shall have received notice
from the Depositor that the Underwriters have sold the Non-Registered
Certificates to unaffiliated third parties. The Trustee will make no
representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.

     The Trustee's internet website shall be located at www.lnbabs.com or at
such other address as shall be specified by the Trustee from time to time in the
Distribution Date Statement and in one or more written notices delivered to the
other parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Trustee's internet website, the Trustee may require the acceptance of a
disclaimer. The Trustee shall not be liable for the dissemination of information
in accordance with this Agreement.

     The Master Servicer may, but is not required to, make available each month,
to Certificateholders, Certificate Owners (that have been confirmed as such by
the Trustee), the Controlling Class Representative, the Underwriters, the Rating
Agencies or any party hereto, the Certificateholder Reports, any NOI Adjustment
Worksheet or Operating Statement Analysis Report on its internet website. The
Master Servicer will make no representations or warranties as to the accuracy or
completeness of any report not prepared by it and will assume no responsibility
for any information for which it is not the original source.


                                     -177-
<PAGE>

     The Master Servicer's internet website shall be located at
"www.firstunion.com" or at such other address as shall be specified by the
Master Servicer from time to time in one or more written notices delivered to
the other parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require the
acceptance of a disclaimer. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement. Access to the Master Servicer's Website shall be
coordinated with the Trustee and shall be with the use of a password provided by
the Master Servicer. Notwithstanding the foregoing, upon the Depositor's
notifying the Master Servicer that the Non-Registered Certificates have been
sold by the Underwriters to unaffiliated third parties, the Master Servicer may
make the Unrestricted Servicer Reports available on its internet website without
a password.

     Within a reasonable period of time after the end of each calendar year, the
Trustee shall send to each Person who at any time during the calendar year was a
Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items provided to Certificateholders pursuant to clauses (i),
(ii), (iii) and (iv) of the description of "Distribution Date Statement" above
and such other information as may be required to enable such Certificateholders
to prepare their federal income tax returns. Such information shall include the
amount of original issue discount accrued on each Class of Certificates and
information regarding the expenses of the Trust Fund. Such requirement shall be
deemed to be satisfied to the extent such information is provided pursuant to
applicable requirements of the Code from time to time in force.

     Upon receipt of notice from the Depositor that the Underwriters have sold
the Non-Registered Certificates to unaffiliated third parties, the Trustee shall
make available electronically or, if so requested, forward by hard copy, on each
Distribution Date, to (i) the Trepp Group (at 477 Madison Avenue, 18th Floor,
New York, New York 10022 or such other address as the Trepp Group may
designate), (ii) Intex Solutions, Inc. (at 35 Highland Circle, Needham,
Massachusetts 02194, or such other address as Intex Solutions, Inc. may
hereafter designate) and (iii) Charter Research Corporation (at 262 Washington
Street, Boston, Massachusetts 02108, or such other address as Charter Research
Corporation may hereafter designate), a copy of the reports forwarded to the
Holders of the Certificates on such Distribution Date as described above.

     Upon written request of the Depositor or any Underwriter, without payment
of any fee, and upon written request of any Certificateholders or any other
Person, together with payment of a reasonable fee specified by the Trustee, the
Trustee shall provide any statements, reports and/or information contemplated by
this Section 4.02(a) on computer diskette to such party (such computer diskette
and such statements, reports, and/or information thereon to bear such
appropriate disclaimers and qualifications as the Depositor and the Trustee
shall determine in their reasonable discretion).

     If any Certificate Owner does not receive through the Depository or any of
its Depository Participants any of the statements, reports and/or other written
information described above in this Section 4.02(a) that it would otherwise be
entitled to receive if it were the Holder of a Definitive 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


                                     -178-


<PAGE>

Trust Office (accompanied by current verification of such Certificate Owner's
ownership interest). Such portion of such information as may be agreed upon by
the Depositor and the Trustee shall be furnished to any such Person via
overnight courier delivery or telecopy from the Trustee; provided that the cost
of such overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

     The Trustee shall only be obligated to deliver the statements, reports and
information contemplated by this Section 4.02(a) to the extent it receives, in
the format required by this Agreement, the necessary underlying information from
the Master Servicer and shall not be liable for any failure to deliver any
thereof on the prescribed due dates, to the extent caused by failure to receive
timely such underlying information. Nothing herein shall obligate the Trustee,
the Master Servicer or the Special Servicer to violate any applicable law
prohibiting disclosure of information with respect to any Mortgagor and the
failure of the Trustee, Master Servicer or the Special Servicer to disseminate
information for such reason shall not be a breach hereof.

     The information to be furnished by the Trustee to the Certificateholders
pursuant to Sections 4.02(a) and (b) shall not limit the Trustee in furnishing
any such information to other Persons to whom it determines such disclosure to
be appropriate and shall not limit the Trustee in furnishing to
Certificateholders or to any Person any other information with respect to the
Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be provided to
it by the Depositor, the Master Servicer or the Special Servicer or gathered by
it in any investigation or other manner from time to time (such information,
other than as described in Sections 4.02(a) and (b), is referred to herein as
"Additional Information") as it may reasonably deem necessary or appropriate
from time to time, provided that (A) the Trustee shall give the Depositor three
Business Days' advance notice before doing so, (B) any such Additional
Information shall only be furnished with the consent or at the request of the
Depositor (except pursuant to clause (E) below), (C) the Trustee shall be
entitled to indicate the source of all information furnished by it, and the
Trustee may affix thereto any disclaimer it deems appropriate in its discretion,
(D) the Trustee shall notify Certificateholders of the availability of any such
information in any manner as it, in its sole discretion, may determine and (E)
this provision shall not prevent the Trustee, whether with or without the
consent of the Depositor, from furnishing information with respect to the Trust
Fund and its administration thereof to any Person, if it reasonably determines
that the furnishing of such information is required by applicable law. The
Trustee shall forward to the Depositor any requests for Additional Information
which, for their fulfillment, require the consent of the Depositor. Nothing
herein shall be construed to impose upon the Trustee any obligation or duty to
furnish or distribute any Additional Information to any Person in any instance.

     (b) Not later than 1:00 p.m. (New York City time) on the second Business
Day prior to each Distribution Date, the Master Servicer shall furnish to the
Trustee, 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), with a hard copy of such
transmitted information to follow promptly, an accurate and complete CMSA Loan
Periodic Update File providing the required information for the Mortgage Loans
as of the related Determination Date

     In the performance of its obligations set forth in Section 4.05 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the


                                     -179-


<PAGE>

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. Regular P&I Advances.

     (a) On or before 2:00 p.m., New York City time, on each P&I Advance Date,
the Master Servicer shall, subject to Sections 4.03(c) and 4.03(e) below,
satisfy its obligations to make Regular P&I Advances with respect to the related
Distribution Date in respect of the Mortgage Pool (other than the Loan Pairs),
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 Regular P&I
Advances. Any amounts held in the Pool Custodial Account for future distribution
and so used to make Regular 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 Regular P&I
Advances were made). If, as of 4:00 p.m., New York City time, on any P&I Advance
Date, the Master Servicer shall not have made any Regular P&I Advance required
to be made on such date pursuant to this Section 4.03(a) (and shall not have
delivered to the Trustee the requisite Officer's Certificate and documentation
related to a determination of nonrecoverability of a Regular P&I Advance), then
the Trustee shall provide notice of such failure to a Servicing Officer of the
Master Servicer by facsimile transmission sent to telecopy no. (704) 593-7735
(or such alternative number provided by the Master Servicer to the Trustee in
writing) and by telephone at telephone no. (704) 593-7821 (or such alternative
number provided by the Master Servicer to the Trustee in writing) as soon as
possible, but in any event before 5:00 p.m., New York City time, on such P&I
Advance Date. If after such notice by facsimile, the Trustee does not receive
the full amount of such Regular 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 Regular P&I Advances that was required to
be, but was not, made by the Master Servicer on such P&I Advance Date. If the
Trustee fails to make any such Regular P&I Advance on the related Distribution
Date, but the Fiscal Agent makes such Regular P&I Advance on such date, then the
Trustee shall be deemed not to be in default hereunder.

     (b) The aggregate amount of Regular P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to
Section 4.03(a) in respect of any Distribution Date shall, subject to Section
4.03(c) below, equal the aggregate of all Required Debt Service Payments (other
than Balloon Payments) and any Assumed Required Debt Service Payments, in each
case net of any related Workout Fees and (other than in the case of the Cal Fed
Mortgage Loan) net


                                     -180-


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of related Master Servicing Fees, due or deemed due, as the case may be, in
respect of the Mortgage Loans (including Balloon Mortgage Loans delinquent as to
their respective Balloon Payments) and any REO Loans in the Mortgage Pool
(exclusive of the Loan Pairs) on their respective Due Dates during the related
Collection Period, in each case to the extent such amount was not paid by or on
behalf of the related Mortgagor or otherwise collected (including received as
net income from REO Properties) as of the close of business on the related
Determination Date; provided that, if it is determined that an Appraisal
Reduction Amount exists with respect to any such Mortgage Loan or REO Loan,
then, in the event of subsequent delinquencies thereon, the amount of each
Regular P&I Advance, if any, required to be made in respect of such Mortgage
Loan or REO Loan, as the case may be, during the period that such Appraisal
Reduction Amount continues to exist, shall be reduced to equal the product of
(x) the amount of the subject Regular P&I Advance that would otherwise be
required without regard to this proviso, multiplied by (y) a fraction, the
numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan or REO Loan, as the case may be, net of such Appraisal Reduction Amount,
and the denominator of which is equal to the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be.

     (c) Notwithstanding anything herein to the contrary, no Regular P&I Advance
shall be required to be made under this Section 4.03 if such Regular P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. The determination by
the Master Servicer that it has made a Regular P&I Advance that constitutes a
Nonrecoverable P&I Advance or that any proposed Regular P&I Advance, if made,
would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Fiscal Agent and the
Depositor on or before the related P&I Advance Date, setting forth the basis for
such determination, together with any other information that supports such
determination, including an appraisal (which appraisal shall have been conducted
by an Independent Appraiser within the 12-month period preceding such
determination in accordance with the standards of the Appraisal Institute taking
into account the factors specified in Section 3.18(e)), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession), engineers' reports,
environmental surveys and any similar reports that the Master Servicer may have
obtained consistent with the Servicing Standard and at the expense of the Trust
Fund, that support such determination by the Master Servicer. If, in connection
with the foregoing, it is necessary for the Master Servicer to obtain an
appraisal, the Master Servicer shall so notify the Special Servicer and consult
with the Special Servicer regarding such appraisal. The Trustee and the Fiscal
Agent shall be entitled to rely, conclusively, on any determination by the
Master Servicer that a Regular P&I Advance, if made, would be a Nonrecoverable
P&I Advance; provided, however, that if the Master Servicer has failed to make a
Regular P&I Advance for reasons other than a determination by the Master
Servicer that such Regular P&I Advance would be Nonrecoverable P&I Advance, the
Trustee or Fiscal Agent shall make such Advance within the time periods required
by Section 4.03(a) unless the Trustee or the Fiscal Agent, in good faith, makes
a determination prior to the times specified in Section 4.03(a) that such
Regular P&I Advance would be a Nonrecoverable P&I Advance. The Trustee and the
Fiscal Agent, in determining whether or not a Regular P&I Advance previously
made is, or a proposed Regular P&I Advance, if made, would be, a Nonrecoverable
P&I Advance shall be subject to the standards applicable to the Master Servicer
hereunder. The Master Servicer, the Trustee or the Fiscal Agent shall each be
entitled to make a Regular P&I Advance in respect of the Cal Fed Mortgage Loan,
notwithstanding that such Regular P&I Advance would, when made, be a
Nonrecoverable P&I Advance, if and to the extent


                                     -181-


<PAGE>

necessary to reimburse itself or any other party for a Cal Fed Special P&I
Advance that is not reimbursed by the corresponding Required Debt Service
Payment on the Cal Fed Mortgage Loan.

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

     (e) Notwithstanding the foregoing, if the Master Servicer, the Trustee or
the Fiscal Agent makes a Regular P&I Advance with respect to the Cal Fed
Mortgage Loan on any P&I Advance Date, then only the portion thereof that
constitutes the Net Regular P&I Advance with respect to such Mortgage Loan shall
be delivered to the Trustee pursuant to Section 4.03(a) for deposit in the
Collection Account, and the balance of such Regular P&I Advance shall be
applied:

                  first, to reimburse the Master Servicer, the Trustee or the
         Fiscal Agent, as the case may be, for any outstanding and unreimbursed
         Cal Fed Special P&I Advances;

                  second, to pay the Master Servicer, the Trustee or the Fiscal
         Agent (whichever is then making the Cal Fed Special P&I Advances) the
         Cal Fed Special P&I Advance Additional Compensation Amount; and

                  third, to pay the Master Servicer unpaid Master Servicing Fees
         with respect to the Cal Fed Mortgage Loan accrued to, but not
         including, the Due Date for the Cal Fed Mortgage Loan that most
         recently precedes such P&I Advance Date.

     SECTION 4.03A. Regular P&I Advances on the Loan Pairs.

     (a) On or before 2:00 p.m., New York City time, on each Loan Pair
Remittance Date for each Loan Pair, the Master Servicer shall, subject to
Section 4.03A(c) below, satisfy its obligations to make a Regular P&I Advance on
such Loan Pair Remittance Date in respect of such Loan Pair by depositing into
the related Custodial Account, out of amounts held in such Custodial Account for
future distribution (subject to replacement of such amounts by the following
related Loan Pair Remittance Date) and, if such amounts are insufficient, then
out of its own funds, the amount of such Regular P&I

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<PAGE>

Advance required to be made. If, as of 4:00 p.m., New York City time, on any P&I
Advance Date, the Master Servicer shall not have made any Regular P&I Advance
required to be made on such date pursuant to this Section 4.03A(a) in respect of
any Loan Pair on the preceding related Loan Pair Remittance Date (and shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a Regular P&I
Advance), then the Trustee shall provide notice of such failure to a Servicing
Officer of the Master Servicer by facsimile transmission sent to telecopy no.
(704) 593-7735 (or such alternative number provided by the Master Servicer to
the Trustee in writing) and by telephone at telephone no. (704) 593-7821 (or
such alternative number provided by the Master Servicer to the Trustee in
writing) as soon as possible, but in any event before 5:00 p.m., New York City
time, on such P&I Advance Date. If after such notice, the Trustee does not
receive the full amount of such Regular P&I Advance(s) by 10:00 a.m., New York
City time, on the related Distribution Date, then the Trustee (or the Fiscal
Agent on its behalf) shall make the portion of such Regular P&I Advances that
was required to be, but was not, made by the Master Servicer in respect of the
Mortgage Loan in such Loan Pair on the preceding related Loan Pair Remittance
Date. If the Trustee fails to make any such Regular P&I Advance on the related
Distribution Date, but the Fiscal Agent makes such Regular P&I Advance on such
date, then the Trustee shall be deemed not to be in default hereunder.

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


                                     -183-


<PAGE>

     (c) Notwithstanding anything herein to the contrary, no Regular P&I Advance
shall be required to be made under this Section 4.03A if such Regular P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. The
determination by the Master Servicer that any proposed Regular P&I Advance, if
made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee and the Companion Loan Noteholder
for the affected Companion Loan on or before the related Loan Pair Remittance
Date, setting forth the basis for such determination, together with any other
information that supports such determination, including an appraisal (which
appraisal shall be an expense payable out of the related Custodial Account and
shall have been conducted by an Independent Appraiser in accordance with the
standards of the Appraisal Institute, within the twelve months preceding such
determination of nonrecoverability), Mortgagor operating statements and
financial statements, budgets and rent rolls of the Mortgaged Property (to the
extent available and/or in the Master Servicer's or the Special Servicer's
possession), engineers' reports, environmental surveys and any similar reports
that the Master Servicer may have obtained consistent with the Servicing
Standard and that support such determination by the Master Servicer. If, in
connection with the foregoing, it is necessary for the Master Servicer to obtain
an appraisal, the Master Servicer shall so notify the Special Servicer and
consult with the Special Servicer regarding such appraisal. The Trustee and the
Fiscal Agent shall be entitled to rely, conclusively, on any determination by
the Master Servicer that a Regular P&I Advance to be made in respect of the
Mortgage Loan in any Loan Pair, if made, would be a Nonrecoverable Advance;
provided, however, that if the Master Servicer has failed to make such a Regular
P&I Advance for reasons other than a determination by the Master Servicer that
such Regular P&I Advance would be Nonrecoverable Advance, the Trustee or Fiscal
Agent shall make such Advance within the time periods required by Section
4.03A(a) unless the Trustee or the Fiscal Agent, in good faith, makes a
determination prior to the times specified in Section 4.03A(a) that such Regular
P&I Advance would be a Nonrecoverable P&I Advance. The Trustee and the Fiscal
Agent, in determining whether or not a Regular P&I Advance previously made is,
or a proposed Regular P&I Advance, if made, would be, a Nonrecoverable P&I
Advance shall be subject to the standards applicable to the Master Servicer
hereunder.

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


                                     -184-


<PAGE>

Collection was received by the Master Servicer or a Sub-Servicer on its behalf
as of such related Loan Pair Remittance Date.

     SECTION 4.03B Special Cal Fed P&I Advances.

     (a) On or before 2:00 p.m., New York City time, on each P&I Advance Date in
a calendar month during which no Required Debt Service Payment is scheduled to
be due in respect of the Cal Fed Mortgage Loan, the Master Servicer shall be
required to make an advance in respect of the Cal Fed Mortgage Loan in an amount
equal to $502,091.64 (such amount, the "Cal Fed Special P&I Advance"). The
Master Servicer shall satisfy its obligation to make each Cal Fed Special P&I
Advance by remitting its own funds to pay itself the portion of such Cal Fed
Special P&I Advance that represents one month's Master Servicing Fees accrued on
the Cal Fed Mortgage Loan and to pay the balance of such Cal Fed Special P&I
Advance to the Trustee for deposit in the Collection Account. If, as of 4:00
p.m., New York City time, on any P&I Advance Date, the Master Servicer shall not
have made any Cal Fed Special P&I Advance required to be made on such date
pursuant to this Section 4.03B, then the Trustee shall provide notice of such
failure to a Servicing Officer of the Master Servicer by facsimile transmission
sent to telecopy no. (704) 593-7735 (or such alternative number provided by the
Master Servicer to the Trustee in writing) and by telephone at telephone no.
(704) 593-7821 (or such alternative number provided by the Master Servicer to
the Trustee in writing) as soon as possible, but in any event before 5:00 p.m.,
New York City time, on such P&I Advance Date. If after such notice, the Trustee
does not receive the full amount of such Cal Fed Special P&I Advance 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 any portion of such Cal Fed Special
P&I Advance (exclusive of related Master Servicing Fees) that was required to
be, but was not, made by the Master Servicer on such P&I Advance Date. If the
Trustee fails to make any such Cal Fed Special P&I Advance (exclusive of related
Master Servicing Fees) on the related Distribution Date, but the Fiscal Agent
makes such Cal Fed Special P&I Advance (exclusive of related Master Servicing
Fees) on such date, then the Trustee shall be deemed not to be in default
hereunder. Interest shall not accrue on any Cal Fed Special P&I Advance. Cal Fed
Special P&I Advances shall be reimbursable out of Regular P&I Advances on the
Cal Fed Mortgage Loan and otherwise as contemplated by Section 3.05(a).

     (b) It is hereby acknowledged that the Lehman Mortgage Loan Seller has
arranged for a total return swap between the initial Master Servicer and a swap
counterparty in order to support the initial Master Servicer's obligations to
make Cal Fed Special P&I Advances. If the initial Master Servicer or any
successor thereto resigns or is terminated in such capacity hereunder, and if
such total return swap or other comparable instrument is then in effect, then
the resigning or terminated Master Servicer, subject to the assignment
provisions of such swap or other instrument, shall assign such swap or other
instrument to its successor and otherwise use reasonable efforts to cause such
swap or other instrument to run to the benefit of such successor. No such swap
or other instrument shall constitute an asset of the Trust Fund.

     (c) Notwithstanding anything herein to the contrary, no Cal Fed Special P&I
Advance shall be required to be made under this Section 4.03B if such Cal Fed
Special P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. The
determination by the Master Servicer that it has made a Cal Fed Special P&I
Advance that constitutes a Nonrecoverable P&I Advance or that any proposed Cal
Fed Special P&I Advance, if made, would constitute a Nonrecoverable P&I Advance,


                                     -185-


<PAGE>

shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Fiscal Agent and the Depositor on or before the related P&I Advance Date,
setting forth the basis for such determination, together with any other
information that supports such determination, including an appraisal (which
appraisal shall have been conducted by an Independent Appraiser within the
12-month period preceding such determination in accordance with the standards of
the Appraisal Institute taking into account the factors specified in Section
3.18(e)), related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Properties (to the extent
available and/or in the Master Servicer's or the Special Servicer's possession),
engineers' reports, environmental surveys and any similar reports that the
Master Servicer may have obtained consistent with the Servicing Standard and at
the expense of the Trust Fund, that support such determination by the Master
Servicer. If, in connection with the foregoing, it is necessary for the Master
Servicer to obtain an appraisal, the Master Servicer shall so notify the Special
Servicer and consult with the Special Servicer regarding such appraisal. The
Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any
determination by the Master Servicer that a Cal Fed Special P&I Advance, if
made, would be a Nonrecoverable P&I Advance; provided, however, that if the
Master Servicer has failed to make a Cal Fed Special P&I Advance for reasons
other than a determination by the Master Servicer that such Cal Fed Special P&I
Advance would be Nonrecoverable P&I Advance, the Trustee or Fiscal Agent shall
make such Advance within the time periods required by Section 4.03B(a) unless
the Trustee or the Fiscal Agent, in good faith, makes a determination prior to
the times specified in Section 4.03B(a) that such Cal Fed Special P&I Advance
would be a Nonrecoverable P&I Advance. The Trustee and the Fiscal Agent, in
determining whether or not a Cal Fed Special P&I Advance previously made is, or
a proposed Cal Fed Special P&I Advance, if made, would be, a Nonrecoverable P&I
Advance shall be subject to the standards applicable to the Master Servicer
hereunder.

     (d) The obligation of the Master Servicer to make Cal Fed Special P&I
Advances shall terminate if and when the Cal Fed Mortgage Loan becomes an REO
Loan, at which time such REO Loan shall be deemed to be a monthly pay loan in
accordance with the definition of "REO Loan", or if and when the Cal Fed
Mortgage Loan is permanently modified to be a monthly pay Mortgage Loan in
accordance with Section 3.20.

     SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
                   Expenses.

     (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates, exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class Q, Class P, Class N, Class
M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class
C and Class B Certificates shall be reduced sequentially, in that order, in each
case, until such excess or the related Class Principal Balance is reduced to
zero (whichever occurs first). If, after the foregoing reductions, the amount
described in clause (i) of the second preceding sentence still exceeds the
amount described in clause (ii) of such sentence, then the respective Class
Principal Balances of the Class A-1 Certificates and the Class A-2 Certificates
shall be reduced on a pro rata basis in accordance with the relative sizes of
such Class Principal Balances, until any such remaining excess is reduced to
zero. All such reductions in the Class Principal Balances of the respective
Classes of the


                                     -186-


<PAGE>

Principal Balance Certificates shall constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

     (b) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(j), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage
Pool that will be outstanding immediately following such Distribution Date. If
such excess does exist, then the Uncertificated Principal Balances of REMIC II
Regular Interest Q, REMIC II Regular Interest P, REMIC II Regular Interest N,
REMIC II Regular Interest M, REMIC II Regular Interest L, REMIC II Regular
Interest K, REMIC II Regular Interest J, REMIC II Regular Interest H, REMIC II
Regular Interest G, REMIC II Regular Interest F, REMIC II Regular Interest E,
REMIC II Regular Interest D, REMIC II Regular Interest C and REMIC II Regular
Interest B shall be reduced sequentially, in that order, in each case, until
such excess or the related Uncertificated Principal Balance is reduced to zero
(whichever occurs first). If, after the foregoing reductions, the amount
described in clause (i) of the second preceding sentence still exceeds the
amount described in clause (ii) of such sentence, then the respective
Uncertificated Principal Balances of REMIC II Regular Interest A-1 and REMIC II
Regular Interest A-2 shall be reduced on a pro rata basis in accordance with the
relative sizes of such Uncertificated Principal Balances, until any such
remaining excess is reduced to zero. All such reductions in the Uncertificated
Principal Balances of the respective REMIC II Regular Interests shall be deemed
to constitute allocations of Realized Losses and Additional Trust Fund Expenses.

     (c) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(k),
the Uncertified Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the Stated
Principal Balance of the related Mortgage Loan or REO Loan, as the case may be,
that will be outstanding immediately following such Distribution Date. Any such
reductions in the Uncertificated Principal Balances of the respective REMIC I
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

     (d) On each Distribution Date, following the deemed distributions to be
made in respect of the Loan REMIC Regular Interest pursuant to Section 4.01(l),
the Uncertified Principal Balance of the Loan REMIC Regular Interest (after
taking account of such deemed distributions) shall be reduced to equal the
Stated Principal Balance of the related Mortgage Loan or REO Loan, as the case
may be, that will be outstanding immediately following such Distribution Date.
Any such reductions in the Uncertificated Principal Balances of the Loan REMIC
Regular Interest shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

     SECTION 4.05. Calculations.

     The Trustee shall, provided it receives the necessary information from the
Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX and the
actual and deemed allocations of Realized Losses and Additional Trust Fund
Expenses to be made pursuant to Section 4.04. The Trustee shall calculate the
Available Distribution Amount for each Distribution Date and shall allocate such
amount among Certificateholders in


                                     -187-


<PAGE>

accordance with this Agreement, and the Trustee shall have no obligation to
recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Trustee of such amounts
shall, in the absence of manifest error, be presumptively deemed to be correct
for all purposes hereunder.

     SECTION 4.06. Use of Agents.

     The Master Servicer or the Trustee may at its own expense utilize agents or
attorneys-in-fact in performing any of its obligations under this Article IV
(except the obligation to make P&I Advances), but no such utilization shall
relieve the Master Servicer or the Trustee from any of such obligations, and the
Master Servicer or the Trustee, as applicable, shall remain responsible for all
acts and omissions of any such agent or attorney-in-fact.


                                     -188-


<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibits A-1, A-2, A-3, A-4 and A-5; provided that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03, beneficial ownership interests in the Registered Certificates and
the Class X, Class S, Class H and Class J Certificates shall initially be held
and transferred through the book-entry facilities of the Depository. The Regular
Interest Certificates will be issuable only in denominations corresponding to
initial Certificate Principal Balances or initial Certificate Notional Amounts,
as the case may be, as of the Closing Date of $10,000 in the case of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F and Class G
Certificates, $250,000 in the case of the Class X and Class S Certificates, and
$250,000 in the case of the remaining Regular Interest Certificates, and in each
such case in integral multiples of $1 in excess thereof. The Class R-I
Certificates, the Class R-II Certificates and the Class R-III Certificates will
be issuable in denominations representing Percentage Interests in the related
Class of not less than 10%.

     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

     SECTION 5.02. Registration of Transfer and Exchange of Certificates.

     (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of


                                     -189-

<PAGE>


the Closing Date, at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603,
Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial
Mortgage Trust, Series 2000-C5. 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, sale, pledge or other disposition of any Non-Registered
Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is to a Qualified Institutional Buyer or an Institutional
Accredited Investor and is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws.

     If a transfer of any Definitive Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Non-Registered Certificates or a transfer of such
Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of the global certificate(s) representing a Class of
Book-Entry Non-Registered Certificates, a transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03), then the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached hereto as Exhibit F-1 and a certificate from
such Certificateholder's prospective Transferee substantially in the form
attached hereto either as Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of
Counsel satisfactory to the Trustee to the effect that such transfer may be made
without registration under the Securities Act and that the prospective
Transferee is a Qualified Institutional Buyer or an Institutional Accredited
Investor (which Opinion of Counsel shall not be an expense of the Trust Fund or
of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

     If a transfer of any interest in a Book-Entry Non-Registered Certificate
that relates to a Rule 144A/IAI Global Certificate is to be made without
registration under the Securities Act (other than


                                     -190-


<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 as Exhibit F-2D, or (ii) an
Opinion of Counsel to the effect that such transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Qualified Institutional Buyer or an Institutional Accredited Investor. Any
interest in a Book-Entry Non-Registered Certificate that relates to a Rule
144A/IAI Global Certificate shall not be transferred to any Person who takes
delivery other than in the form of an interest in such Rule 144A/IAI Global
Certificate. If any Transferee of an interest in a Book-Entry Non-Registered
Certificate that relates to a Rule 144A/IAI Global Certificate does not, in
connection with the subject transfer, deliver to the Transferor the Opinion of
Counsel or one of the certifications described in the preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2C or Exhibit F-2D hereto are, with
respect to the subject transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in the Rule 144A/IAI
Global Certificate in respect of the Class H or Class J Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the preceding paragraph) by the Depositor or any
Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class upon
delivery to the Certificate Registrar of (x) a certificate to the effect that
the Certificate Owner desiring to effect such transfer is the Depositor or an
Affiliate of the Depositor and (y) such written orders and instructions as are
required under the applicable procedures of the Depository, Clearstream and
Euroclear to direct the Trustee to debit the account of a Depository Participant
by a denomination of interests in such Rule 144A/IAI Global Certificate, and
credit the account of a Depository Participant by a denomination of interests in
such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the Class H or Class J 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/IAI
Global Certificate in respect of the Class H or Class J 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.

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


                                     -191-


<PAGE>

     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, sale, pledge or other disposition 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, sale, pledge or other disposition is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

     (c) No transfer of a Certificate or any interest therein shall be made (A)
to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any transfer of a Non-Registered Certificate or
any interest therein by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of the global certificate(s) representing
a Class of Book-Entry Non-Registered Certificates, any transfer thereof to a
successor Depository or to the applicable Certificate Owner in accordance with
Section 5.03, the Certificate Registrar shall refuse to register the transfer of
a Definitive Non-Registered Certificate unless it has received from the
prospective Transferee, and any Certificate Owner transferring an interest in a
Book-Entry Non-Registered Certificate that relates to a Rule 144A/IAI Global
Certificates shall be required to obtain from its prospective Transferee, either
(i) a certification to the effect that such prospective Transferee is not a Plan
and is not directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
such Certificate or interest therein by such prospective Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code, under Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) in the case of a Class X or Class S Certificate
that is being acquired by or on behalf of a Plan in reliance on any of the
Prohibited Transaction Exemptions, a certification to the effect that such Plan
(X) is an accredited investor as defined in Rule 501(a)(l) of Regulation D of
the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B)
of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Exemption Favored Party or
any Mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees that are Plans a written representation
that such Transferee, if a Plan satisfied the requirements of the immediately
preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that
such Transferee will obtain from each of its Transferees that are Plans a
similar written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y); or


                                     -192-


<PAGE>

(iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. It is hereby
acknowledged that the forms of certification attached hereto as Exhibit G-1 (in
the case of Definitive Non-Registered Certificates) and Exhibit G-2 (in the case
of ownership interests in Book-Entry Non-Registered Certificates) are acceptable
for purposes of the preceding sentence. If any Transferee of a Subordinate
Certificate (including a Registered Certificate) or any interest therein does
not, in connection with the subject transfer, deliver to the Certificate
Registrar (in the case of a Definitive Subordinate Certificate) or the
Transferor (in the case of ownership interests in a Book-Entry Subordinate
Certificate) any certification and/or Opinion of Counsel contemplated by the
second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that either: (i) such Transferee is not a Plan and is
not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) the purchase and holding of such Certificate or interest therein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

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

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

         (B) In connection with any proposed Transfer of any Ownership
             Interest in a Residual Interest Certificate, the Certificate
             Registrar shall require delivery to it, and shall not register
             the Transfer of any Residual Interest Certificate until its
             receipt, of an affidavit and agreement substantially in the form
             attached hereto as Exhibit H-1 (a "Transfer Affidavit and
             Agreement"), from the proposed Transferee, representing and
             warranting, among other things, that such Transferee is a
             Permitted Transferee, that it is not acquiring its Ownership
             Interest in the Residual Interest Certificate that is the subject
             of the proposed Transfer as a nominee, trustee or agent for any
             Person that is not a Permitted Transferee, that for so long as it
             retains its Ownership Interest in a Residual Interest Certificate
             it will endeavor to remain a Permitted Transferee, and that it
             has reviewed the provisions of this Section 5.02(d) and agrees to
             be bound by them.


                                     -193-


<PAGE>

             However, if the Transferor wishes, it may waive item 6 of the
             Transfer Affidavit and Agreement (other than the first sentence
             thereof).

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

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

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

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

         (B) If any purported Transferee shall become a Holder of a Residual
             Interest Certificate in violation of the restrictions in this
             Section 5.02(d), then, to the extent that retroactive restoration
             of the rights of the preceding Holder of such Residual Interest
             Certificate as described in clause (ii)(A) above


                                     -194-


<PAGE>

             shall be invalid, illegal or unenforceable, the Trustee shall
             have the right but not the obligation, to cause the transfer of
             such Residual Interest Certificate to a Permitted Transferee
             selected by the Trustee on such terms as the Trustee may choose,
             and the Trustee shall not be liable to any Person having an
             Ownership Interest in such Residual Interest Certificate as a
             result of the Trustee's exercise of such discretion. Such
             purported Transferee shall promptly endorse and deliver such
             Residual Interest Certificate in accordance with the instructions
             of the Trustee. Such Permitted Transferee may be the Trustee
             itself or any Affiliate of the Trustee.

   (iii) The Tax Administrator shall make available to the IRS and to those
         Persons specified by the REMIC Provisions all information furnished to
         it by the other parties hereto necessary to compute any tax imposed (A)
         as a result of the Transfer of an Ownership Interest in a Residual
         Interest Certificate to any Person who is a Disqualified Organization,
         including the information described in Treasury regulations sections
         1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
         inclusions" of such Residual Interest Certificate and (B) as a result
         of any regulated investment company, real estate investment trust,
         common trust fund, partnership, trust, estate or organization described
         in Section 1381 of the Code that holds an Ownership Interest in a
         Residual Interest Certificate having as among its record holders at any
         time any Person which is a Disqualified Organization, and each of the
         other parties hereto shall furnish to the Tax Administrator all
         information in its possession necessary for the Tax Administrator to
         discharge such obligation. The Person holding such Ownership Interest
         shall be responsible for the reasonable compensation of the Tax
         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
             erson that is not a Permitted Transferee.


                                     -195-

<PAGE>


     (e) If a Person is acquiring any Non-Registered Certificate, Subordinate
Certificate or Residual Interest Certificate or an interest in any such
Certificate 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 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 transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

     (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

     (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

     SECTION 5.03. Book-Entry Certificates.

     (a) The Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F,
Class G, Class X, Class S, Class H and Class J Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.03(c) below, a transfer of such
Certificates may not be registered by the Certificate Registrar unless such
transfer is to a successor Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership Interests therein. Such
Certificate Owners shall hold and transfer their respective Ownership Interests
in and to such Certificates through the book-entry facilities of the Depository
and, except as provided in Section 5.03(c) below, shall not be entitled to
definitive, fully


                                     -196-


<PAGE>

registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. The Class X, Class S, Class H and Class J Certificates initially sold
in reliance on Rule 144A/IAI or to Institutional Accredited Investors shall be
represented by the Rule 144A/IAI Global Certificate for such Class, which shall
be deposited with the Trustee as custodian for the Depository and registered in
the name of Cede & Co. as nominee of the Depository. The Class H and Class J
Certificates initially sold in offshore transactions in reliance on Regulation S
shall be represented by the Regulation S Temporary Global Certificate for such
Class, which shall be deposited with the Trustee as custodian for the
Depository. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.

     (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

     (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. The Depositor shall provide the
Certificate Registrar with an adequate inventory of Definitive Certificates.
None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates
for purposes of evidencing ownership of any Class of Registered Certificates,
the registered holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to
receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.


                                     -197-
<PAGE>

     (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

     SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

     If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
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.


                                     -198-
<PAGE>

                                   ARTICLE VI

        THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
                        CONTROLLING CLASS REPRESENTATIVE

     SECTION 6.01. Liability of Depositor, Master Servicer and Special Servicer.

     The Depositor, the Master Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

     SECTION 6.02. Merger, Consolidation or Conversion of Depositor, Master
                   Servicer or Special Servicer.

     Subject to the following paragraph, the Depositor, the Master Servicer and
the Special Servicer shall each keep in full effect its existence, rights and
franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans or the Companion 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 Companion Loan Noteholders for any action taken, or not taken, in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or the
Special Servicer against any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion


                                     -199-


<PAGE>

Loan Noteholders for the breach of a representation, warranty or covenant 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 obligations
or duties hereunder or reckless disregard of such obligations or duties. The
Depositor, the Master Servicer, the Special Servicer and any director, manager,
member, officer, employee or agent of the Depositor, the Master Servicer or the
Special Servicer may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, the Special Servicer and
any director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held harmless
by the Trust Fund out of the Pool Custodial Account (or, if the matter relates
solely to a particular Loan Pair, out of the related Custodial Account) against
any loss, liability or reasonable expense (including reasonable legal fees and
expenses) incurred in connection with any legal action or claim relating to this
Agreement or the Certificates (including in connection with the dissemination of
information and reports as contemplated by this Agreement), other than any such
loss, liability or expense: (i) specifically required to be borne by such party
without right of reimbursement pursuant to the terms hereof; (ii) which
constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii)
incurred in connection with any breach on the part of the party seeking
indemnification of a representation, warranty or covenant made herein; or (iv)
incurred by reason of willful misfeasance, bad faith or negligence on the part
of the party seeking indemnification in the performance of obligations or duties
hereunder. None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal
action, unless such action is related to its respective duties under this
Agreement and either (i) it is specifically required hereunder to bear the costs
of such action or (ii) such action will not, in its reasonable and good faith
judgment, involve it in any ultimate expense or liability for which it would not
be reimbursed hereunder. Notwithstanding the foregoing, the Depositor, the
Master Servicer or the Special Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to the enforcement
and/or protection of the rights and duties of the parties hereto and the
interests of the Certificateholders (or, if a Loan Pair is affected, the rights
of the Certificateholders and the related Companion Loan Noteholder (as a
collective whole)). In such event, other than with respect to a Loan Pair and/or
the related Companion Loan Noteholder, the legal expenses and costs of such
action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the Pool
Custodial Account as provided in Section 3.05; provided, however, that if a Loan
Pair and/or the related Companion Loan Noteholder is involved, such expenses,
costs and liabilities shall be payable out of the related Custodial Account
pursuant to Section 3.05A. In no event shall the Master Servicer or the Special
Servicer be liable or responsible for any action taken or omitted to be taken by
the other of them (unless they are the same Person or Affiliates) or by the
Depositor, the Trustee, any Certificateholder or any Companion Loan Noteholder,
subject to the provisions of Section 8.05(c).

     SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

     (a) The Master Servicer and, subject to Section 6.09, the Special Servicer
may each resign from the obligations and duties hereby imposed on it, upon a
determination that its duties 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


                                     -200-


<PAGE>

Special Servicer, as the case may be, so causing such a conflict being of a type
and nature carried on by the Master Servicer or the Special Servicer, as the
case may be, at the date of this Agreement). Any such determination requiring
the resignation of the Master Servicer or the Special Servicer, as applicable,
shall be evidenced by an Opinion of Counsel to such effect which shall be
delivered to the Trustee. Unless applicable law requires the Master Servicer's
or Special Servicer's resignation to be effective immediately, and the Opinion
of Counsel delivered pursuant to the prior sentence so states, no such
resignation shall become effective until the Trustee or other successor shall
have assumed the responsibilities and obligations of the resigning party in
accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each of the Rating
Agencies confirms in writing that the successor's appointment will not result in
an Adverse Rating Event, (iii) the resigning party pays all costs and expenses
in connection with such resignation and the resulting transfer of servicing, and
(iv) the successor accepts appointment prior to the effectiveness of such
resignation and agrees in writing to be bound by the terms and conditions of
this Agreement. Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04(a).

     (b) Consistent with Section 6.04(a), neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or,
except as provided in Sections 3.22 and 4.06, delegate to or subcontract with,
or authorize or appoint any other Person to perform any of the duties, covenants
or obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer or the Special Servicer are
transferred to a successor thereto, the Master Servicing Fee and/or the Special
Servicing Fee, as applicable, that accrues pursuant hereto from and after the
date of such transfer shall be payable to such successor.

     SECTION 6.05. Rights of Depositor, Trustee and Companion Loan Noteholders
                   in Respect of Master Servicer and the Special Servicer.

     The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and each Companion Loan Noteholder,
upon reasonable notice, during normal business hours access to all records
maintained thereby in respect of its rights and obligations hereunder. Upon
reasonable request, the Master Servicer and the Special Servicer shall each
furnish the Depositor, each Underwriter, the Trustee and each Companion Loan
Noteholder with its most recent publicly available financial statements and such
other non-proprietary information as the Master Servicer or the Special
Servicer, as the case may be, shall determine in its sole and absolute
discretion as it possesses, which is relevant to the performance of its duties
hereunder and which it is not prohibited by applicable law or contract from
disclosing. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer or Special Servicer hereunder or exercise the rights of
the Master Servicer and the Special Servicer hereunder; provided, however, that
neither the Master Servicer nor the Special Servicer shall be relieved of any of
its 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


                                     -201-


<PAGE>

Servicer or the Special Servicer as a party to this Agreement. The Depositor
shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and is not obligated to supervise
the performance of the Master Servicer or the Special Servicer under this
Agreement or otherwise.

     SECTION 6.06. Depositor, Master Servicer and Special Servicer to Cooperate
                   with Trustee.

     The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

     SECTION 6.07. Depositor, Special Servicer, Trustee and Companion Loan
                   Noteholder to Cooperate with Master Servicer.

     The Depositor, the Special Servicer and the Trustee shall each furnish (and
each Companion Loan Noteholder, pursuant to the terms of the related Co-Lender
and Servicing Agreement, is obligated to furnish the Master Servicer) such
reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.08. Depositor, Master Servicer, Trustee and Companion Loan
                   Noteholder to Cooperate with Special Servicer.

     The Depositor, the Master Servicer and the Trustee shall each furnish (and
each Companion Loan Noteholder, pursuant to the terms of the related Co-Lender
and Servicing Agreement, is obligated to furnish the Special Servicer) such
reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

     SECTION 6.09. Designation of Special Servicer and Controlling Class
                   Representative by the Controlling Class.

     (a) The Holder or Holders of the Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class may at any time and from time
to time designate a Person to serve as Special Servicer hereunder and to replace
any existing Special Servicer or any Special Servicer that has resigned or
otherwise ceased to serve (including in connection with termination pursuant to
Section 7.01) as Special Servicer. Such Holder or Holders may also select a
representative (the "Controlling Class Representative") from whom the Special
Servicer will seek advice and approval and take direction under certain
circumstances, as described herein. The Controlling Class Representative shall
be required to keep all non-public information received by it in such capacity
pursuant to this Agreement confidential and, upon its designation as such, shall
deliver to the Trustee a confirmation to such effect. Such Holder or Holders
shall so designate a Person to serve as replacement Special Servicer by the
delivery to the Trustee, the Master Servicer, each Companion Loan Noteholder and
the existing Special Servicer of a written notice stating such designation. The
Trustee shall, promptly after receiving any such notice, deliver to the Rating
Agencies an executed Notice and Acknowledgment in the form attached hereto as
Exhibit I-1. If such Holders have not replaced the Special Servicer within 30
days of such Special Servicer's resignation or the date such Special Servicer
has ceased to serve in such capacity, the Trustee shall designate a successor
Special Servicer, subject to removal by the Controlling


                                     -202-


<PAGE>

Class and appointment of a successor thereto pursuant to the terms of this
Section 6.09. Any designated Person (whether designated by Holders of the
Controlling Class or by the Trustee) shall become the Special Servicer on the
date as of which the Trustee shall have received all of the following: (1)
written confirmation from all of the Rating Agencies that the appointment of
such Person will not result in an Adverse Rating Event; (2) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed
by the designated Person, and (3) an Opinion of Counsel (at the expense of the
Person designated to become the Special Servicer) to the effect that, upon the
execution and delivery of the Acknowledgment of Proposed Special Servicer, the
designated Person shall be bound by the terms of this Agreement and, subject to
customary limitations, that this Agreement shall be enforceable against the
designated Person in accordance with its terms. Any existing Special Servicer
shall be deemed to have resigned simultaneously with such designated Person's
becoming the Special Servicer hereunder; provided, however, that (i) the
resigning Special Servicer shall continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the effective date of
such resignation, whether in respect of Servicing Advances or otherwise, (ii) if
the resigning Special Servicer was terminated without cause, it shall be
entitled to a portion of certain Workout Fees thereafter received on the
Corrected Loans (but only if and to the extent permitted by Section 3.11(c)) and
(iii) the resigning Special Servicer shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such resignation. Such resigning
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the termination of the resigning Special Servicer's
responsibilities and rights hereunder, including the transfer within two
Business Days to the replacement Special Servicer for administration by it of
all cash amounts that shall at the time be or should have been credited by the
Special Servicer to a Custodial Account, a Servicing Account, a Reserve Account
or an REO Account or should have been delivered to the Master Servicer or that
are thereafter received with respect to Specially Serviced Loans and REO
Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Companion Loan Noteholders of any termination of the
Special Servicer and appointment of a new Special Servicer in accordance with
this Section 6.09.

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

     (b) Notwithstanding the foregoing, if the Controlling Class consists of
Book-Entry Certificates, then the rights of the Holders of the Controlling Class
set forth above in this Section 6.09 may be exercised directly by the relevant
Certificate Owners, provided that the identity of such Certificate Owners has
been confirmed to the Trustee to its reasonable satisfaction.

     SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                   Certificate.

     The Master Servicer, the Special Servicer or any Affiliate of either of
them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including


                                     -203-
<PAGE>

for this purpose, omitting to take action) that is not expressly prohibited by
the terms hereof and would not, in the Master Servicer's or the Special
Servicer's reasonable, good faith judgment, violate the Servicing Standard, but
that, if taken, might nonetheless, in the Master Servicer's or the Special
Servicer's good faith judgment, be considered by other Persons to violate the
Servicing Standard, then the Master Servicer or the Special Servicer may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the related Companion Loan Noteholder, if a 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 thirty (30) days, such action shall be deemed to comply with, but not
modify, the Servicing Standard. The Trustee shall be entitled to reimbursement
from the Master Servicer or the Special Servicer, as applicable, for the
reasonable expenses of the Trustee incurred pursuant to this paragraph. It is
not the intent of the foregoing provision that the Master Servicer or the
Special Servicer be permitted to invoke the procedure set forth herein with
respect to routine servicing matters arising hereunder, but rather only in the
case of unusual circumstances.

     SECTION 6.11. Certain Powers of the Controlling Class Representative.

     (a) Subject to Section 6.11(b), the Controlling Class Representative will
be entitled to advise the Special Servicer with respect to the following actions
of the Special Servicer; and, further subject to Section 6.11(b), the Special
Servicer will not be permitted to take any of the following actions unless and
until it has notified the Controlling Class Representative in writing (with a
copy to the related Companion Loan Noteholder if a Loan Pair is involved) and
the Controlling Class Representative has not objected in writing within 10
Business Days of having been notified thereof and having been provided with all
reasonably requested information with respect thereto (it being understood and
agreed that if such written objection has not been received by the Special
Servicer within such 10-Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given):

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

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

     (iii) any proposed sale of a Specially Serviced Loan or REO Property
   (other than in connection with the termination of the Trust Fund) for less
   than the Purchase Price;


                                     -204-


<PAGE>

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

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

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

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

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

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

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) or, in the case of any Loan Pair, to protect the interests of
the Certificateholders and the related Companion Loan Noteholder (as a
collective whole), the Special Servicer may take any such action without waiting
for the Controlling Class Representative's response; and provided, further,
that, in the case of any Loan Pair, upon request of the related Companion Loan
Noteholder during the 10-Business Day period referred to above, the Special
Servicer shall consult with the related Companion Loan Noteholder regarding its
views as to the proposed action (but may, in their sole discretion, reject any
advice or direction from the related Companion Loan Noteholder).

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

     Each of the Master Servicer and the Special Servicer shall notify the
Controlling Class Representative (and, in the case of the Gallery at Harborplace
Mortgage Loan, the Amsdell Portfolio Mortgage Loan, the Park Square Mortgage
Loan, or any Companion Loan, the related Companion Loan Noteholder) of any
release or substitution of collateral for a Mortgage Loan (or Companion Loan)
even if such release or substitution is in accordance with such Mortgage Loan
(or Companion Loan).

     (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection from or by the Controlling Class Representative, as contemplated by
Section 6.11(a), may (and the Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the Special Servicer has
determined, in its reasonable, good faith judgment, will) require or cause the


                                     -205-


<PAGE>

Special Servicer to violate any provision of this Agreement (exclusive of
Section 6.11(a)) or the REMIC Provisions, including the Special Servicer's
obligation to act in accordance with the Servicing Standard. Furthermore, the
Special Servicer shall not be obligated to seek approval from the Controlling
Class Representative for any actions to be taken by the Special Servicer with
respect to any particular Specially Serviced Loan if:

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

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

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

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

     (d) A Companion Loan Noteholder shall be entitled to receive, upon request
made to any party hereto, a copy of any notice or report required to be
delivered (upon request or otherwise) by


                                     -206-


<PAGE>

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 Companion Loan Noteholders.

     (a) Subject to Section 6.11A(b), the related Companion Loan Noteholder will
be entitled to advise the Special Servicer with respect to the following actions
of the Special Servicer in connection with each Loan Pair; and, further subject
to Section 6.11A(b), the Special Servicer will not be permitted to take any of
the following actions with respect to any Loan Pair unless and until its has
notified the related Companion Loan Noteholder in writing and the related
Companion Loan Noteholder has not objected in writing within 10 Business Days of
having been notified thereof and having been provided with all reasonably
requested information with respect thereto (it being understood and agreed that
if such written objection has not been received by the Special Servicer within
such 10-Business Day period, then the related Companion Loan Noteholder's
approval will be deemed to have been given):

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

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

     (iv) any acceptance of a discounted payoff of the Companion 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;

     (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 a "due-on-sale" or "due-on-encumbrance" clause for
   the subject Loan Pair; and

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



                                      -207-
<PAGE>

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

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

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

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

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

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

     (c) No Companion 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 Companion Loan Noteholder will not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations or duties.


                                     -208-

<PAGE>


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


                                      -209
<PAGE>

                                   ARTICLE VII

                                     DEFAULT

     SECTION 7.01. Events of Default.

     (a) "Event of Default", wherever used herein, means any one of the
following events:

     (i) any failure by the Master Servicer to deposit into a Custodial
   Account, any amount, including a P&I Advance, required to be so deposited or
   remitted by it under this Agreement, which failure continues unremedied for
   one Business Day following the date on which a deposit or remittance was
   first required to be made; or

     (ii) any failure by the Special Servicer to deposit into an REO Account or
   to deposit into, or to remit to the Master Servicer for deposit into, a
   Custodial Account, any amount required to be so deposited or remitted under
   this Agreement, which failure continues unremedied for one Business Day
   following the date on which a deposit or remittance was first required to be
   made; or

     (iii) any failure by the Master Servicer to deposit into, or remit to the
   Trustee for deposit into, the Collection Account, any amount required to be
   so deposited or remitted by it under this Agreement, which 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 the required
   payments (including any P&I Advances) to the Companion Loan Noteholders on
   any Loan Pair Remittance Date; or

     (iv) any failure by the Master Servicer or the Special Servicer to timely
   make any Servicing Advance required to be made by it hereunder, which
   Servicing Advance remains unmade for a period of three Business Days
   following the date on which notice shall have been given to the Master
   Servicer or the Special Servicer, as the case may be, by the Trustee as
   provided in Section 3.11(f); or

     (v) any failure on the part of the Master Servicer or the Special Servicer
   duly to observe or perform in any material respect any other covenants or
   agreements on the part of the Master Servicer or the Special Servicer, as the
   case may be, contained in this Agreement, which continues unremedied for a
   period of 30 days (15 days in the case of payment of insurance premiums)
   after the date on which written notice of such failure, requiring the same to
   be remedied, shall have been given to the Master Servicer or the Special
   Servicer, as the case may be, by any other party hereto or to the Master
   Servicer or the Special Servicer, as the case may be (with a copy to each
   other party hereto), by a Companion Loan Noteholder or the Holders of
   Certificates entitled to at least 25% of the Voting Rights, provided,
   however, that with respect to any such failure which is not
   curable within such 30-day period, the Master Servicer or the Special
   Servicer, as the case may be, shall have an additional cure period of 30 days
   to effect such cure so long as the Master Servicer or the Special Servicer,
   as the case may be, has commenced to cure such failure within the initial
   30-day period and has provided the Trustee and


                                     -210-


<PAGE>

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

     (vi) any breach on the part of the Master Servicer or the Special Servicer
   of any of its representations or warranties contained in this Agreement that
   materially and adversely affects the interests of any Class of
   Certificateholders or any Companion Loan Noteholder and which breach
   continues unremedied for a period of 30 days after the date on which written
   notice of such breach, requiring the same to be remedied, shall have been
   given to the Master Servicer or the Special Servicer, as the case may be, by
   any other party hereto or to the Master Servicer or the Special Servicer, as
   the case may be (with a copy to each other party hereto), by a Companion Loan
   Noteholder or the Holders of Certificates entitled to at least 25% of the
   Voting Rights, provided, however, that with respect to any such breach which
   is not curable within such 30-day period, the Master Servicer or the Special
   Servicer, as the case may be, shall have an additional cure period of 30 days
   so long as the Master Servicer or the Special Servicer, as the case may be,
   has commenced to cure such breach within the initial 30-day period and
   provided the Trustee and each Companion Loan Noteholder with an Officer's
   Certificate certifying that it has diligently pursued, and is diligently
   continuing to pursue, a full cure; or

     (vii) a decree or order of a court or agency or supervisory authority
   having jurisdiction in the premises in an involuntary case under any present
   or future federal or state bankruptcy, insolvency or similar law for the
   appointment of a conservator, receiver, liquidator, trustee or similar
   official in any bankruptcy, insolvency, readjustment of debt, marshaling of
   assets and liabilities or similar proceedings, or for the winding-up or
   liquidation of its affairs, shall have been entered against the Master
   Servicer or the Special Servicer and such decree or order shall have remained
   in force undischarged, undismissed or unstayed for a period of 60 days; or

     (viii) the Master Servicer or the Special Servicer shall consent to the
   appointment of a conservator, receiver, liquidator, trustee or similar
   official in any bankruptcy, insolvency, readjustment of debt, marshaling of
   assets and liabilities or similar proceedings of or relating to it or of or
   relating to all or substantially all of its property; or

     (ix) the Master Servicer or the Special Servicer shall admit in writing
   its inability to pay its debts generally as they become due, file a petition
   to take advantage of any applicable bankruptcy, insolvency or reorganization
   statute, make an assignment for the benefit of its creditors, voluntarily
   suspend payment of its obligations, or take any corporate action in
   furtherance of the foregoing; or

     (x) one or more ratings assigned by Moody's to the Certificates (or the
   securities backed by any Companion Loan then serviced and administered
   hereunder) has been qualified, downgraded or withdrawn, or otherwise made the
   subject of a "negative" credit watch, which Moody's has determined, and given
   notice in writing (including through a publication or newsletter) or
   electronically (including through an internet website), is solely or in
   material part a result of the Master Servicer or Special Servicer, as the
   case may be, acting in such capacity; or

     (xi) the receipt by the Trustee of notice from Moody's to the effect that
   the Master Servicer or the Special Servicer, as the case may be, is no longer
   approved by Moody's to act in


                                     -211-


<PAGE>

   such capacity for pools of mortgage loans similar to the Mortgage Pool and
   such failure to be so approved shall cause an Adverse Rating Event or cause
   the Certificates (or the securities backed by any Companion Loan then
   serviced and administered hereunder) to be made the subject of a "negative"
   credit watch unless an approved servicer is substituted therefor; or

     (xii) the Master Servicer or the Special Servicer is removed from S&P's
   approved master servicer list or special servicer list, as the case may be,
   and the ratings of any of the Certificates (or the securities backed by any
   Companion Loan then serviced and administered hereunder) by S&P are
   qualified, downgraded or withdrawn in connection with the removal.

     When a single entity acts as the Master Servicer and the Special Servicer,
an Event of Default in one capacity shall constitute an Event of Default in the
other capacity.

     (b) If any Event of Default described in clauses (i)-(ix) and (xii) of
subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights or, to the extent that it is affected by such
Event of Default, a Companion Loan Noteholder, the Trustee shall, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto and the Rating Agencies) terminate, subject to Section 7.01(d), all of
the rights and obligations (but not the liabilities for actions and omissions
occurring prior thereto) of the Defaulting Party under this Agreement and in and
to the Trust Fund and the Companion Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of any Companion Loan or any
interest therein. If any Event of Default described in clauses (x) and (xi) of
subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, under such circumstances, for purposes of this
Section 7.01(b), the "Defaulting Party"), the Trustee shall, by notice in
writing (to be sent immediately by facsimile transmission) to the Defaulting
Party (with a copy of such notice to each other party hereto and the Rating
Agencies), terminate, subject to Section 7.01(d), all of the rights and
obligations (but not the liabilities for actions and omissions occurring prior
thereto) of the Defaulting Party under this Agreement and in and to the Trust
Fund and the Companion Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of any Companion Loan or any
interest therein, within 30 days following the occurrence of such Event of
Default. From and after the receipt by the Defaulting Party of such written
notice of termination, all authority and power of the Defaulting Party under
this Agreement, whether with respect to the Certificates (other than as a holder
of any Certificate), the Mortgage Loans, the Companion 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, the Companion Loans and related
documents, or otherwise. The Master Servicer and the Special Servicer each agree
that, if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than 10 Business Days subsequent to its receipt of
the notice of termination) provide the Trustee with all documents and records,
including those in electronic form, requested thereby to enable the Trustee to
assume the Master Servicer's or Special Servicer's, as the


                                     -212-


<PAGE>

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 Companion 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 a 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,
Companion Loan or REO Property; provided, however, that the Master Servicer and
the Special Servicer each shall, if terminated pursuant to this Section 7.01(b),
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and it shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination. Any cost or expenses in
connection with any actions to be taken by any party hereto pursuant to this
paragraph shall be borne by the Defaulting Party and if not paid by the
Defaulting Party within 90 days after the presentation of reasonable
documentation of such costs and expenses, such expense shall be reimbursed by
the Trust Fund; provided, however, that the Defaulting Party shall not thereby
be relieved of its liability for such expenses. For purposes of this Section
7.01 and of Section 7.03(b), the Trustee shall not be deemed to have knowledge
of an event which constitutes, or which with the passage of time or notice, or
both, would constitute an Event of Default described in clauses (i)-(ix) of
subsection (a) above unless a Responsible Officer of the Trustee assigned to and
working in the Trustee's Corporate Trust Office has actual knowledge thereof or
unless notice of any event which is in fact such an Event of Default is received
by the Trustee and such notice references the Certificates, the Trust Fund or
this Agreement.

     (c) If the Master Servicer is terminated solely due to an Event of Default
under Section 7.01(a)(x), (xi) or (xii), and if the terminated Master Servicer
provides the Trustee with the appropriate "request for proposal" materials
within five Business Days following such termination, then the Trustee shall
promptly thereafter (using such "request for proposal" materials provided by the
terminated Master Servicer) solicit good faith bids for the rights to master
service the Mortgage Loans under this Agreement from at least three (3) Persons
qualified to act as Master Servicer hereunder in accordance with Sections 6.02
and 7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many Persons as the Trustee
can determine are Qualified Bidders; provided that, at the Trustee's request,
the terminated Master Servicer shall supply the Trustee with the names of
Persons from whom to solicit such bids; and provided, further, that the Trustee
shall not be responsible if less than three (3) or no Qualified Bidders submit
bids for the right to master service the 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
termination of Master Servicer. The Trustee shall solicit bids (i) on the basis
of such successor Master Servicer retaining all Sub-Servicers to continue the
primary servicing of the 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


                                     -213-


<PAGE>

a sub-servicing fee rate per annum equal to the Master Servicing Fee Rate minus
five 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 termination of the Master Servicer.

     Upon the assignment and acceptance of the master servicing rights hereunder
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted
(i) if the successful bid was a Servicing-Retained Bid, to the terminated Master
Servicer the amount of such cash bid received from the Successful Bidder (net of
"out of pocket" expenses incurred in connection with obtaining such bid and
transferring servicing) and (ii) if the successful bid was a Servicing-Released
Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid
Allocation.

     The terminated Master Servicer shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service
the 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 Trustee was appointed as successor
Master Servicer or no Successful Bidder was identified within such 45-day
period, the terminated Master Servicer shall reimburse the Trustee for all
reasonable "out-of-pocket" expenses incurred by the Trustee in connection with
such bid process and the Trustee shall have no further obligations under this
Section 7.01(c). The Trustee thereafter may act or may select a successor to act
as Master Servicer hereunder in accordance with Section 7.02.

     (d) Notwithstanding Section 7.01(b), if any Event of Default on the part of
the Master Servicer occurs that affects only a Companion Loan or the securities
backed thereby, and no Mortgage Loan or the Certificates are affected by such
Event of Default, then, instead of terminating the Master Servicer in accordance
with Section 7.01(b), the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if 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. In connection with the Master Servicer's appointment of a
Sub-Servicer at the request of the Trustee in accordance with this Section
7.01(d), the Master Servicer shall obtain written confirmation from each Rating
Agency that such appointment will not result in an Adverse Rating Event. The
related Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by
the Master Servicer at the request of the Trustee in accordance with this
Section 7.01(d) shall be responsible for all duties, and shall be entitled to
all compensation, of the Master Servicer under this Agreement and the related
Co-Lender and Servicing 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 0.05% per
annum. Such Sub-Servicing Agreement shall also provide that such Sub-Servicer
shall become the master servicer under the related Co-Lender and Servicing
Agreement in the event that the related Loan Pair is ever again


                                     -214-


<PAGE>

serviced and administered thereunder. If any Sub-Servicer appointed by the
Master Servicer at the request of the Trustee in accordance with this Section
7.01(d) shall at any time resign or be terminated, the Master Servicer shall be
required to promptly appoint a substitute Sub-Servicer, which appointment shall
not result in an Adverse Rating Event (as evidenced in writing by each Rating
Agency). In the event that a successor Master Servicer is acting hereunder and
that successor Master Servicer desires to terminate the Sub-Servicer appointed
under this Section 7.01(d), the terminated Master Servicer that was responsible
for the Event of Default that led to the appointment of such Sub-Servicer shall
be responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.

     SECTION 7.02. Trustee to Act; Appointment of Successor.

     On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to Section
7.01, the Trustee shall, unless and until a successor is appointed pursuant to
Section 6.04 or Section 7.01(c), be the successor in all respects to the Master
Servicer or the Special Servicer, as the case may be, in its capacity as such
under this Agreement and the transactions set forth or provided for herein and
shall have (and the former Master Servicer or the Special Servicer, as the case
may be, shall cease to have) all the responsibilities, duties and liabilities of
the Master Servicer or the Special Servicer, as the case may be, arising
thereafter, including, if the Master Servicer is the resigning or terminated
party, the Master Servicer's obligation to make P&I Advances, including in
connection with any termination of the Master Servicer for an Event of Default
described in clause 7.01(a)(iii), the unmade P&I Advances that gave rise to such
Event of Default; provided that any failure to perform such duties or
responsibilities caused by the Master Servicer's or the Special Servicer's, as
the case may be, failure to provide information or monies required by Section
7.01 shall not be considered a default by the Trustee hereunder. The Trustee
shall not be liable for any of the representations and warranties of the
resigning or terminated party or for any losses incurred by the resigning or
terminated party pursuant to Section 3.06 hereunder nor shall the Trustee be
required to purchase any Mortgage Loan or Companion 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


                                     -215-


<PAGE>

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 and Companion Loans as it
and such successor shall agree, subject to the terms of this Agreement, and in
the related Co-Lender and Servicing 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 Companion
Loan Noteholder.

     (b) Not later than 10 days after a Responsible Officer of the Trustee has
notice of the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute an Event of Default, the Trustee shall
transmit by mail to the Depositor, all the Certificateholders, each Companion
Loan Certificateholder and the Rating Agencies notice of such occurrence, unless
such default shall have been cured.

     SECTION 7.04. Waiver of Events of Default.

     The Holders representing at least 66-2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Event of Default hereunder, together
with any Companion Loan Noteholder affected by such Event of Default, may waive
such Event of Default; provided, however, that an Event of Default under clauses
(i), (ii), (iii) or (x)-(xii) of Section 7.01(a) may be waived only by all of
the Certificateholders of the affected Classes, together with any Companion Loan
Noteholder affected by such Event of Default. Upon any such waiver of an Event
of Default, such Event of Default shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. No such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Event of Default pursuant to this
Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to Voting Rights with respect to
the matters described above.

     The foregoing paragraph notwithstanding, if the Holders representing at
least the requisite percentage of the Voting Rights allocated to each affected
Class of Certificates desire to waive an Event of Default under clause (v) of
Section 7.01(a) by the Master Servicer, but an affected Companion Loan
Noteholder does not wish to waive that Event of Default, then that Companion
Loan


                                     -216-


<PAGE>

Noteholder will be entitled to request that the Master Servicer appoint, within
60 days of the Companion Loan Noteholder's request, a Sub-Servicer (or, if the
related Loan Pair is currently being sub-serviced, to replace, within 60 days of
the Companion Loan Noteholder's request, the then-current Sub-Servicer with a
new Sub-Servicer) with respect to the related Loan Pair. In connection with the
Master Servicer's appointment of a Sub-Servicer at the request of a Companion
Loan Noteholder in accordance with this Section 7.04, the Master Servicer shall
obtain written confirmation from each Rating Agency that such appointment will
not result in an Adverse Rating Event. The related Sub-Servicing Agreement shall
provide that any Sub-Servicer appointed by the Master Servicer at the request of
a Companion Loan Noteholder in accordance with this Section 7.04 shall be
responsible for all duties, and shall be entitled to all compensation, of the
Master Servicer under this Agreement and the related Co-Lender and Servicing
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 0.05% per annum. Such
Sub-Servicing Agreement shall also provide that such Sub-Servicer shall become
the master servicer under the related Co-Lender and Servicing Agreement in the
event that the related Loan Pair is ever again serviced and administered
thereunder. Such Sub-Servicer shall meet the requirements of Section 3.22. If
any Sub-Servicer appointed by the Master Servicer at the request of a Companion
Loan Noteholder in accordance with this Section 7.04 shall at any time resign or
be terminated, the Master Servicer shall be required to promptly appoint a
substitute Sub-Servicer, which appointment shall not result in an Adverse Rating
Event (as evidenced in writing by each Rating Agency). In the event a successor
Master Servicer is acting hereunder and that successor Master Servicer desires
to terminate the Sub-Servicer appointed under this Section 7.04, the terminated
Master Servicer that was responsible for the Event of Default that led to the
appointment of such Sub-Servicer shall be responsible for all costs incurred in
connection with such termination, including the payment of any termination fee.

     SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

     During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust and on behalf of any Companion Loan Noteholder, to take all
actions now or hereafter existing at law, in equity or by statute to enforce its
rights and remedies and to protect the interests, and enforce the rights and
remedies, of the Certificateholders and the Companion Loan Noteholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.


                                      -217
<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.01. Duties of Trustee.

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

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

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

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

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

     (iii) The Trustee shall not be personally liable with respect to any
   action taken, suffered or omitted to be taken by it in good faith in
   accordance with the direction of Holders of


                                     -218-
<PAGE>

   Certificates entitled to at least 25% of the Voting Rights relating to the
   time, method and place of conducting any proceeding for any remedy available
   to the Trustee, or exercising any trust or power conferred upon the Trustee,
   under this Agreement; and

     (iv) The protections, immunities and indemnities afforded to the Trustee
   hereunder shall also be available to it in its capacity as Authenticating
   Agent, Certificate Registrar, Tax Administrator and Custodian.

     SECTION 8.02. Certain Matters Affecting Trustee.

     Except as otherwise provided in Section 8.01 and Article X:

     (i) the Trustee may rely upon and shall be protected in acting or
   refraining from acting upon any resolution, Officer's Certificate,
   certificate of auditors or any other certificate, statement, instrument,
   opinion, report, notice, request, consent, order, appraisal, bond or other
   paper or document reasonably believed by it to be genuine and to have been
   signed or presented by the proper party or parties;

     (ii) the Trustee may consult with counsel and the written advice of such
   counsel or any Opinion of Counsel shall be full and complete authorization
   and protection in respect of any action taken or suffered or omitted by it
   hereunder in good faith and in accordance therewith;

     (iii) the Trustee shall be under no obligation to exercise any of the
   trusts or powers vested in it by this Agreement or to make any investigation
   of matters arising hereunder or, except as provided in Section 10.01 or
   10.02, to institute, conduct or defend any litigation hereunder or in
   relation hereto at the request, order or direction of any of the
   Certificateholders, pursuant to the provisions of this Agreement, unless such
   Certificateholders shall have offered to the Trustee reasonable security or
   indemnity against the costs, expenses and liabilities which may be incurred
   therein or thereby; except as provided in Section 10.01 or 10.02, the Trustee
   shall not be required to expend or risk its own funds or otherwise incur any
   financial liability in the performance of any of its duties hereunder, or in
   the exercise of any of its rights or powers, if it shall have reasonable
   grounds for believing that repayment of such funds or adequate indemnity
   against such risk or liability is not reasonably assured to it; nothing
   contained herein shall, however, relieve the Trustee of the obligation, upon
   the occurrence of an Event of Default which has not been cured, to exercise
   such of the rights and powers vested in it by this Agreement, and to use the
   same degree of care and skill in their exercise as a prudent man would
   exercise or use under the circumstances in the conduct of his own affairs;

     (iv) the Trustee shall not be personally liable for any action reasonably
   taken, suffered or omitted by it in good faith and believed by it to be
   authorized or within the discretion or rights or powers conferred upon it by
   this Agreement;

     (v) prior to the occurrence of an Event of Default hereunder and after the
   curing of all Events of Default which may have occurred, and except as may be
   provided in Section 10.01 or 10.02, the Trustee shall not be bound to make
   any investigation into the facts or matters stated in any resolution,
   certificate, statement, instrument, opinion, report, notice, request,
   consent, order, approval, bond or other paper or document, unless requested
   in writing to do so by Holders of


                                     -219-


<PAGE>

   Certificates entitled to at least 25% of the Voting Rights; provided,
   however, that if the payment within a reasonable time to the Trustee of the
   costs, expenses or liabilities likely to be incurred by it in the making of
   such investigation is, in the opinion of the Trustee, not reasonably assured
   to the Trustee by the security afforded to it by the terms of this Agreement,
   the Trustee may require reasonable indemnity against such expense or
   liability as a condition to taking any such action;

     (vi) the Trustee may execute any of the trusts or powers hereunder or
   perform any duties hereunder either directly or by or through agents or
   attorneys; provided, however, that the Trustee shall remain responsible for
   all acts and omissions of such agents or attorneys within the scope of their
   employment to the same extent as it is responsible for its own actions and
   omissions hereunder; and

     (vii) the Trustee shall not be responsible for any act or omission of the
   Master Servicer or the Special Servicer (unless the Trustee is acting as
   Master Servicer or the Special Servicer) or the Depositor.

     SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                   Sufficiency of Certificates or Mortgage Loans.

     The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and the Fiscal Agent shall not be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Mortgage Loans to the Trust Fund,
or any funds deposited in or withdrawn from 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.


                                     -220-


<PAGE>

     SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
                   Trustee.

     (a) On each Distribution Date, the Trustee shall withdraw from the general
funds on deposit in the Collection Account, prior to any distributions to be
made therefrom on such date, and pay to itself all earned but unpaid Trustee
Fees, as compensation for all services rendered by the Trustee in the execution
of the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder. The Trustee Fees (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) shall constitute the Trustee's sole compensation for such
services to be rendered by it.

     (b) The Trustee and any director, officer, employee or agent of the Trustee
shall be entitled to be indemnified for and held harmless by the Trust Fund
against any loss, liability or reasonable "out-of-pocket" expense (including
costs and expenses incurred in connection with removal of the Special Servicer
and Master Servicer pursuant to Sections 7.01 and 7.02, costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement) arising out of, or incurred in connection with this
Agreement or the Certificates ("Trustee Liability"); provided that such loss,
liability or expense constitutes an "unanticipated expense" within the meaning
of Treasury regulation Section 1.860G-1(b)(3)(ii); and provided, further, that
neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms of
this Agreement, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or as may arise from a breach of any
representation, warranty or covenant of the Trustee made herein, or (3) any
loss, liability or expense that constitutes allocable overhead. The provisions
of this Section 8.05(b) and of Section 8.05(c) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

     (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

     (d) The Trustee shall indemnify and hold harmless the Trust Fund against
any losses arising out of any errors made solely by the Trustee in calculating
distributions to be made hereunder and any other calculation or reporting
hereunder (in each case not attributable to information provided to the Trustee
by the Master Servicer or the Special Servicer); provided that such loss arose
by reason of willful misfeasance, bad faith or negligence on the part of the
Trustee. The provisions of this Section 8.05(d) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

     SECTION 8.06. Eligibility Requirements for Trustee.

     The Trustee hereunder shall at all times be a bank, a trust company, an
association or a corporation organized and doing business under the laws of the
United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by


                                     -221-


<PAGE>

federal or state banking authority. If such bank, trust company, association or
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this section the combined capital and surplus of such bank,
trust company, association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least "Aa3" and "AA" (or, if a Fiscal Agent meeting the
requirements of Section 8.17(a) is then currently acting in such capacity, of at
least "A3" and "A-") from Moody's and S&P, respectively (or, in the case of
either Rating Agency, such other rating as shall not result in an Adverse Rating
Event, as confirmed in writing by such Rating Agency). If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07; provided that if the Trustee shall cease to be so
eligible because its combined capital and surplus is no longer at least
$50,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event, then upon the execution and
delivery of such agreement the Trustee shall not be required to resign, and may
continue in such capacity, for so long as none of the ratings assigned by the
Rating Agencies to the Certificates is adversely affected thereby. The bank,
trust company, corporation or association serving as Trustee may have normal
banking and trust relationships with the Depositor, the Master Servicer, the
Special Servicer and their respective Affiliates.

     SECTION 8.07. Resignation and Removal of Trustee.

     (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, all Certificateholders and each Companion Loan
Noteholder. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee acceptable to the Depositor by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer, the Certificateholders
and each Companion Loan Noteholder by the Depositor. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

     (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or if the Trustee
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control), to timely
deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days, or if a tax is imposed or threatened


                                     -222-


<PAGE>

with respect to the Trust Fund by any state in which the Trustee is located or
in which it holds any portion of the Trust Fund, then the Depositor may remove
the Trustee and appoint a successor trustee acceptable to the Depositor and the
Master Servicer by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and each Companion 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 Companion Loan Noteholder by the successor trustee
so appointed.

     (d) In the event that the Trustee is terminated or removed pursuant to this
Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and in and to the 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 Trust Fund if the
Trustee has been removed in accordance with Section 8.07(c) without cause) all
Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by a third-party
Custodian, which Custodian shall become the agent of the successor trustee), and
the Depositor, the Master Servicer, the Special Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required to more fully and certainly vest and confirm in the
successor trustee all such rights, powers, duties and obligations, and to enable
the successor trustee to perform its obligations hereunder.


                                     -223-
<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 Companion 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


                                     -224-
<PAGE>

the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts vested therein pursuant to the
applicable instrument of appointment and this Section 8.10, shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

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

     SECTION 8.11. Appointment of Custodians.

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


                                     -225-

<PAGE>

     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


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Person appointed in accordance herewith acting as Tax Administrator, the Trustee
agrees to act in such capacity in accordance with the terms hereof. The
appointment of a Tax Administrator shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Tax Administrator. The Trustee shall cause any such Tax
Administrator appointed by it to execute and deliver to the Trustee an
instrument in which such Tax Administrator shall agree to act in such capacity,
with the obligations and responsibilities herein.

     (b) Any Person into which any Tax Administrator may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion, or consolidation to which any Tax Administrator shall be a party, or
any Person succeeding to the corporate agency business of any Tax Administrator,
shall continue to be the Tax Administrator without the execution or filing of
any paper or any further act on the part of the Trustee or the Tax
Administrator.

     (c) Any Tax Administrator appointed in accordance with this Section 8.13
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the 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 Companion Loan
Noteholders and their designees, the Controlling Class Representative and,
subject to the succeeding paragraph, any Certificateholder, Certificate Owner or
Person identified to the Trustee as a prospective Transferee of a Certificate or
an interest therein, originals and/or copies of the following items: (i) the
Prospectus, any private placement memorandum and any other disclosure document
relating to the Certificates, in the form most recently provided to the Trustee
by the Depositor or by any Person designated by the Depositor; (ii) this
Agreement, each Sub-


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<PAGE>

Servicing Agreement delivered to the Trustee since the Closing Date and any
amendments hereto or thereto; (iii) all Certificateholder Reports made available
to Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv)
all Annual Performance Certifications delivered by the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by or on behalf of the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (vi) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied; (vii)
each of the Mortgage Files, including any and all modifications, extensions,
waivers and amendments of the terms of a Mortgage Loan entered into or consented
to by the Special Servicer and delivered to the Trustee pursuant to Section
3.20; (viii) the most recent appraisal for each Mortgaged Property and REO
Property that has been delivered to the Trustee (each appraisal obtained
hereunder with respect to any Mortgaged Property or REO Property to be delivered
to the Trustee by the Master Servicer or Special Servicer, as applicable,
promptly following its having been obtained); (ix) any and all Officer's
Certificates and other evidence delivered to or by the Trustee to support its,
the Master Servicer's, the Special Servicer's or the Fiscal Agent's, as the case
may be, determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance; (x) any and all information provided to the Trustee
pursuant to Section 6.11(a) or 6.11A(a); (xi) the Schedule of Exceptions to
Mortgage File Delivery prepared by the Trustee pursuant to Section 2.02(a) and
any exception report prepared by the Trustee pursuant to Section 2.02(b); (xii)
all notices of a breach of representation and warranty given by or received by
the Trustee with respect to any party hereto; 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 Operating Statement Analysis Reports and NOI Adjustment Worksheets prepared
by the Master 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
Certificate Owners, a written confirmation executed by the requesting Person
substantially in the form of Exhibit Y-1 (or in such other form as may be
reasonably acceptable to the Trustee) generally to the effect that such Person
is a beneficial holder of Book-Entry Certificates and will keep such information
confidential (except that such 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 Y-2 (or in such other form as may be
reasonably


                                     -228-


<PAGE>

acceptable to the Trustee) generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential. The Holders of the Certificates,
by their acceptance thereof, will be deemed to have agreed to keep such
information confidential (except that any Holder may provide any such
information obtained by it 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).

     (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 2000 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in book-entry
form, through the Depository) by at least 300 Holders and/or Depository
Participants having accounts with the Depository), the Trustee shall:

     (i) during such fiscal year, in accordance with the Exchange Act, the
   rules and regulations promulgated thereunder and applicable "no-action
   letters" issued by the Commission, prepare for filing, execute and properly
   file with the Commission monthly, with respect to the Trust, a Current Report
   on Form 8-K with copies of the Distribution Date Statements, Mortgage Pool
   Data Update Reports and Unrestricted Servicer Reports attached as exhibits;

     (ii) during such fiscal year, (A) monitor for and promptly notify the
   Depositor of the occurrence or existence of any of the matters identified in
   Section 11.11(a) and/or Section 8.15(b) (in each case to the extent that a
   Responsible Officer of the Trustee has actual knowledge thereof), (B)
   cooperate with the Depositor in obtaining all necessary information in order
   to enable the Depositor to prepare a Current Report on Form 8-K reporting any
   such matter in accordance with the Exchange Act, the rules and regulations
   promulgated thereunder and applicable "no-action letters" issued by the
   Commission, and (C) execute and promptly file with the Commission any such
   Current Report on Form 8-K prepared by or on behalf of the Depositor and
   delivered to the Trustee; and

     (iii) within ninety (90) days following the end of such fiscal year,
   prepare, execute and properly file with the Commission, with respect to the
   Trust, an Annual Report on Form 10-K which complies in all material respects
   with the requirements of the Exchange Act, the rules and regulations
   promulgated thereunder and applicable "no-action letters" issued by the
   Commission;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items (other than those generated by it or that are readily convertible) to such
format and (y) the Depositor shall be responsible for preparing, executing and
filing (via the EDGAR system within fifteen


                                     -229-


<PAGE>

(15) days following the Closing Date) a Current Report on Form 8-K reporting the
establishment of the Trust and whereby this Agreement is filed as an exhibit.
Each of the other parties to this Agreement shall deliver to the Trustee in the
format required (or readily convertible into the format required) for electronic
filing via the EDGAR system any and all items (including, in the case of the
Master Servicer and the Special Servicer, Unrestricted Servicer Reports)
contemplated to be filed with the Commission pursuant to this Section 8.15(a).

     (b) At all times during the Trust's fiscal year 2000 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in book-entry
form, through the Depository) by at least 300 Holders and/or Depository
Participants having accounts with the Depository, at all times during such other
fiscal year), the Trustee shall promptly notify the Depositor of the occurrence
or existence of any of the following matters of which a Responsible Officer of
the Trustee has actual knowledge:

     (i) any failure of the Trustee to make any monthly distributions to the
   Holders of any Class of Certificates, which failure is not otherwise
   reflected in the Certificateholder Reports filed with the Commission or has
   not otherwise been reported to the Depositor pursuant to any other section of
   this Agreement;

     (ii) any acquisition or disposition by the Trust of a Mortgage Loan or an
   REO Property, which acquisition or disposition has not otherwise been
   reflected in the Certificateholder Reports filed with the Commission or has
   not otherwise been reported to the Depositor pursuant to any other section of
   this Agreement;

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

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

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

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

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

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited (except where the Trustee received information regarding
such proceeding from the Master Servicer or the Special Servicer pursuant to
subsection (c)


                                     -230-


<PAGE>

below) to circumstances where it would be reasonable for the Trustee to identify
such property as an asset of, or as securing an asset of, the Trust or such
threatened proceedings as concerning the Trust and (2) no Responsible Officer of
the Trustee shall be deemed to have actual knowledge of the matters described in
clauses (vi) and (vii) of this Section 8.15(b) unless (x) any such matter
contemplated in clause (vi) occurred or related specifically to the Trust or (y)
such Responsible Officer was notified in a written instrument addressed to it.

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

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

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

     (d) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2000), the Registered Certificates are held (directly or, in the
case of Registered Certificates held in book-entry form, through the Depository)
by less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust.

     SECTION 8.16. Representations and Warranties of Trustee.

     (a) The Trustee hereby represents and warrants to the Master Servicer, the
Special Servicer and the Depositor and for the benefit of the Certificateholders
and the Companion Loan Noteholders, as of the Closing Date, that:

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

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

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


                                     -231-


<PAGE>

   duly authorized the execution, delivery and performance of this Agreement,
   and has duly executed and delivered this Agreement.

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

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

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


                                     -232-


<PAGE>

     SECTION 8.17. The Fiscal Agent.

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

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

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

     (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 Companion Loan Noteholder in writing of the
appointment, resignation or removal of any Fiscal Agent.


                                     -233-


<PAGE>

     SECTION 8.18. Representations and Warranties of Fiscal Agent.

     (a) The Fiscal Agent hereby represents and warrants to each of the other
parties hereto and for the benefit of the Certificateholders and the Companion
Loan Noteholders, as the Closing Date, that:

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

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

     (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


                                     -234-


<PAGE>

   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.


                                     -235-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage
                   Loans.

     Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Special Servicer, the Fiscal Agent and the Trustee (other than the obligations
of the Trustee to provide for and make payments to Certificateholders as
hereafter set forth) shall terminate upon payment (or provision for payment):
(i) to the Certificateholders of all amounts held by or on behalf of the Trustee
and required hereunder to be so paid on the Distribution Date following the
earlier to occur of (A) the purchase by the Depositor, the Master Servicer,
Lehman Brothers, the Special Servicer or any Controlling Class Certificateholder
of all Mortgage Loans and each REO Property remaining in REMIC I and the Loan
REMIC at a price equal to (1) the sum (x) of the aggregate Purchase Price of all
the Mortgage Loans and (y) the aggregate Appraised Values of any REO Properties
then included in REMIC I or the Loan REMIC, minus (2) if the purchaser is the
Master Servicer or the Special Servicer, the aggregate amount of unreimbursed
Advances made by such Person, together with any interest accrued and payable to
such Person in respect of unreimbursed Advances in accordance with Section
3.11(g) and, in the case of the Master Servicer, Section 4.03(d) or Section
4.03A(d), and any unpaid servicing compensation remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the Master Servicer or
the Special Servicer, as the case may be, in connection with such purchase), and
(B) the final payment or other liquidation (or any advance with respect thereto)
of the last Mortgage Loan or REO Property remaining in REMIC I or the Loan
REMIC; and (ii) to the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer and the members, managers, officers, directors, employees
and/or agents of each of them of all amounts which may have become due and owing
to any of them hereunder; provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date hereof.

     Each of the Depositor, Lehman Brothers, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greater Percentage Interest
in the Controlling Class) or the Master Servicer, in that order of priority
(with the Depositor having the highest priority), may at its option elect to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
and the Loan REMIC as contemplated by clause (i) of the preceding paragraph by
giving written notice to the other parties hereto no later than 60 days prior to
the anticipated date of purchase; provided, however, that (i) the aggregate
Stated Principal Balance of the Mortgage Pool at the time of such election is
less than 1% of the aggregate Cut-off Date Balance of the Mortgage Pool set
forth in the Preliminary Statement, and (ii) no such Person shall have the right
to effect such a purchase if, within 30 days following its delivery of a notice
of election pursuant to this paragraph, any other such Person with a higher
priority shall give notice of its election to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I and the Loan REMIC and shall
thereafter effect such purchase in accordance with the terms hereof. If the
Trust Fund is to be terminated in connection with the Master Servicer's, the
Special Servicer's, a Controlling Class Certificateholder's, Lehman Brothers' or
the Depositor's purchase of all of the Mortgage Loans and each REO Property
remaining in REMIC I and the Loan REMIC, the Master Servicer, the Special
Servicer, such Controlling


                                     -236-


<PAGE>

Class Certificateholder, Lehman Brothers or the Depositor, as applicable, shall
deliver to the Trustee not later than the fifth Business Day preceding the
Distribution Date on which the final distribution on the Certificates is to
occur: (x) for deposit in the Pool Custodial Account, an amount in immediately
available funds equal to the above-described purchase price (provided, however,
that if any REO Property being purchased pursuant to the foregoing was formerly
the Gallery at Harborplace Mortgaged Property, the Amsdell Portfolio Mortgaged
Property or the Park Square Mortgaged Property, the portion of the
above-described purchase price allocable to such REO Property shall initially be
deposited into the 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
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Special Servicer, the
purchasing Controlling Class Certificateholder, Lehman Brothers or the
Depositor, as applicable, as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties to the Master Servicer, the Special Servicer,
the purchasing Controlling Class Certificateholder, Lehman Brothers or the
Depositor (or their respective designees), as applicable. Any transfer of
Mortgage Loans, except in the case of the Gallery at Harborplace Mortgage Loan,
the Amsdell Portfolio Mortgage Loan or the Park Square Mortgage Loan, pursuant
to this paragraph shall be on a servicing-released basis and, if any Mortgage
Loan purchased pursuant to this Section 9.01 is the Gallery at Harborplace
Mortgage Loan, the Amsdell Portfolio Mortgage Loan or the Park Square Mortgage
Loan, the release, endorsement or assignment of the documents constituting the
related Mortgage File and Servicing File shall be in the manner contemplated by
Section 3.25 hereof.

     Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders and Companion Loan Noteholders mailed (a) if such notice
is given in connection with the Depositor's, the Master Servicer's, the Special
Servicer's, Lehman Brothers' or a Controlling Class Certificateholder's purchase
of the Mortgage Loans and each REO Property remaining in REMIC I and the Loan
REMIC, 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.


                                     -237-

<PAGE>


     Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Collection Account that are allocable to payments on the Class of
Certificates so presented and surrendered. Amounts on deposit in the Collection
Account as of the final Distribution Date, exclusive of any portion thereof that
would be payable to any Person in accordance with clauses (ii) through (vii) of
Section 3.05(b), and further exclusive of any portion thereof that represents
Prepayment Premiums, Yield Maintenance Charges and/or Additional Interest, shall
be allocated in the following order of priority, in each case to the extent of
remaining available funds:

     (i) to distributions of interest to the Holders of the respective Classes
   of the Senior Certificates, up to an amount equal to, and pro rata in
   accordance with, all Distributable Certificate Interest in respect of each
   such Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

     (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;


                                     -238-


<PAGE>

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

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

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

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

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

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

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

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

     (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;


                                     -239-


<PAGE>

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

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

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

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

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

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

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

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

     (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;


                                     -240-


<PAGE>

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

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

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

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

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

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

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

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

     (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;


                                     -241-
<PAGE>

     (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 and not previously reimbursed;

     (xlvi) to make distributions to the Holders of the Class R-III
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC II Regular Interests on
   such Distribution Date pursuant to Section 4.01(j), over (B) the aggregate
   distributions made in respect of the Regular Interest Certificates on such
   Distribution Date pursuant to clauses (i) through (xlvi) above;

     (xlvii) to make distributions to the Holders of the Class R-II
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC I Regular Interests on
   such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
   distributions (other than distributions of Net Prepayment Consideration)
   deemed made in respect of the REMIC II Regular Interests on such Distribution
   Date pursuant to Section 4.01(j); and

     (xlviii) to distributions to the Holders of the Class R-I Certificates, up
   to an amount equal to the balance, if any, of the Available Distribution
   Amount for such Distribution Date remaining after the distributions to be
   made on such Distribution Date pursuant to clauses (i) through (xlvii) above.

     All distributions of interest made in respect of the Class X Certificates
on the final Distribution Date pursuant to clause (i) above, shall be deemed to
have been made in respect of the respective Components of such Class, pro rata
in accordance with the respective amounts of Distributable Component Interest in
respect of such Components for such Distribution Date and, to the extent not
previously deemed paid pursuant to Section 4.01(a), for all prior Distribution
Dates.

     Any Prepayment Premiums and Yield Maintenance Charges on deposit in the
Collection Account as of the final Distribution Date (net of any Workout Fees
and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class X, Class S, Class A-1, Class A-2, Class B, Class C, Class
D, Class E, Class F and Class G Certificates in accordance with Section 4.01(c).


                                     -242-
<PAGE>

     Any amounts representing Additional Interest on deposit in the Collection
Account as of the Final Distribution Date shall be distributed to the Holders of
the Class Q Certificates in accordance with Section 4.01(d). Any yield
maintenance payment made by the UBS Mortgage Seller in connection with a
repurchase of the Loan REMIC Mortgage Loan as contemplated by Section 2.03(d)
that may be on deposit in the Collection Account as of the Final Distribution
Date shall be distributed to the Holders of the Class X Certificates in
accordance with Section 4.01(d).

     Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject hereto.

     All actual distributions on the respective Classes of REMIC III
Certificates on the final Distribution Date in accordance with foregoing
provisions of this Section 9.01 shall be deemed to first have been distributed
from REMIC I to REMIC II on the various REMIC I Regular Interests in accordance
with Section 4.01(k) and then from REMIC II to REMIC III on the various REMIC II
Regular Interests in accordance with Section 4.01(j).

     SECTION 9.02. Additional Termination Requirements.

     (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Mortgage Loans and each REO Property remaining in REMIC I as provided in
Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be
terminated in accordance with the following additional requirements, unless the
Person effecting such purchase obtains at its own expense and delivers to the
Trustee and the Tax Administrator, an Opinion of Counsel, addressed to the
Trustee and the Tax Administrator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event:

     (i) the Tax Administrator shall specify the first day in the 90-day
   liquidation period in a statement attached to the final Tax Return for each
   REMIC Pool pursuant to Treasury regulation Section 1.860F-1 and shall satisfy
   all requirements of a qualified liquidation under Section 860F of the Code
   and any regulations thereunder as set forth in the Opinion of Counsel


                                     -243-


<PAGE>

   obtained pursuant to Section 9.01 from the party effecting the purchase of
   all the Mortgage Loans and REO Property remaining in REMIC I and the Loan
   REMIC;

     (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 REMIC to the Master Servicer, Lehman
   Brothers, the purchasing Controlling Class Certificateholder, the Special
   Servicer or the Depositor, as applicable, for cash; and

     (iii) at the time of the making of the final payment on the Certificates,
   the Trustee shall distribute or credit, or cause to be distributed or
   credited, to the Certificateholders in accordance with Section 9.01 all cash
   on hand (other than cash retained to meet claims), and each REMIC Pool shall
   terminate at that time.

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Tax Administrator to specify the 90-day liquidation period for
each REMIC Pool, which authorization shall be binding upon all successor
Certificateholders.


                                     -244-

<PAGE>

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

     SECTION 10.01. REMIC Administration.

     (a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC
under the Code and, if necessary, under applicable state law. Such election will
be made on Form 1066 or other appropriate federal or state Tax Returns for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued.

     (b) The Loan REMIC Regular Interest, the REMIC I Regular Interests, the
REMIC II Regular Interests and the Regular Interest Certificates (or, in the
case of the X Certificates, each of the Components of such Class) are hereby
designated as "regular interests" (within the meaning of Section 860G(a)(1) of
the Code) in the Loan REMIC, REMIC I, REMIC II and REMIC III, respectively. The
Class R-I Certificates will evidence the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in each of REMIC I and
the Loan REMIC. 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 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 REMIC, REMIC I, REMIC II or REMIC III (within the
meaning of Treasury regulation Section 1.860D-1(b)(1)), respectively.

     (c) The Closing Date is hereby designated as the "startup day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

     (d) The related Plurality Residual Interest Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
REMIC Pool, and shall act on behalf of the related REMIC in relation to any tax
matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

     (e) For purposes of Treasury regulation Section 1.860G-1(a)(4)(iii), the
related Legal Final Distribution Date has been designated the "latest possible
maturity date" of the Loan REMIC Regular Interest, each REMIC I Regular
Interest, each REMIC II Regular Interest and each Class of Regular Interest
Certificates (or, in the case of the Class X Certificates, each Component of
such Class).

     (f) Except as otherwise provided in Section 3.17(a) and subsections (i) and
(j) below, the Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each REMIC Pool (but not including any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to the Trust
Fund that involve the IRS or state tax authorities which extraordinary expenses
shall be payable or


                                     -245-


<PAGE>

reimbursable to the Tax Administrator from the Trust Fund 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 (i) endanger the status of any REMIC Pool as a REMIC,
or (ii) except as provided in Section 3.17(a), result in the imposition of a tax
upon any REMIC Pool (including, but not limited to, the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) or the result
in the imposition of a tax on "net income from foreclosure property" as defined
in Section 860G(c) of the Code (any such endangerment of REMIC status or, except
as provided in Section 3.17(a), imposition of a tax, an "Adverse REMIC Event"),
unless the Tax Administrator has obtained or received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust
Fund if the Tax Administrator seeks to take such action or to refrain from
acting for the benefit of the Certificateholders)


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<PAGE>

to the effect that the contemplated action will not result in an Adverse REMIC
Event or an Adverse Grantor Trust Event. None of the other parties hereto shall
take any action or fail to take any action (whether or not authorized hereunder)
as to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse REMIC Event or an Adverse Grantor Trust Event could result from such
action or failure to act. In addition, prior to taking any action with respect
to any REMIC Pool, or causing any REMIC Pool to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the Tax Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event or an Adverse Grantor Trust Event to occur. The Tax Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund or the Trustee. At all
times as may be required by the Code, the Tax Administrator shall make
reasonable efforts to ensure that substantially all of the assets of each REMIC
Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of
the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.

     (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Mortgage Loans did not, at the time of their transfer to
the REMIC I or the 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. 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


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<PAGE>

any Certificates are outstanding; or (ii) the imposition of any tax on such
REMIC Pool under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

     (m) None of the Trustee, the Master Servicer and the Special Servicer shall
consent to or, to the extent it is within the control of such Person, permit:
(i) the sale or disposition of any of the Mortgage Loans (except in connection
with (A) the default or reasonably foreseeable material default of a Mortgage
Loan, including, but not limited to, the sale or other disposition of a
Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of any REMIC Pool, (C) the termination of any REMIC Pool pursuant to Article IX
of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or as
contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Pool Custodial Account or the Pool REO
Account for gain; or (iii) the acquisition of any assets for any REMIC Pool
(other than a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a defaulted Mortgage Loan and other than
Permitted Investments acquired in connection with the investment of funds in the
Pool Custodial Account or the Pool REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition but in no event at the expense of the
Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not cause: (x) any REMIC Pool to fail to qualify as a REMIC at
any time that any Certificates are outstanding; or (y) the imposition of any tax
on any REMIC Pool under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.

     (n) Except as permitted by Section 3.17(a), none of the Trustee, the Master
Servicer and the Special Servicer shall enter into any arrangement by which any
REMIC Pool will receive a fee or other compensation for services nor permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.

     SECTION 10.02. Grantor Trust Administration.

     (a) The Tax Administrator shall treat the Grantor Trust, for tax return
preparation purposes, as a grantor trust under the Code and, if necessary, under
applicable state law and will file appropriate federal or state Tax Returns for
each taxable year ending on or after the last day of the calendar year in which
the Certificates are issued.

     (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
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


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<PAGE>

for each Certificateholder indicating such Certificateholder's share of income
and expenses of the Trust for the portion of the preceding calendar year in
which such Certificateholder possessed an Ownership Interest in a Certificate.
Such form shall be prepared in sufficient detail to enable reporting on the cash
or accrual method of accounting, as applicable, and to report on such
Certificateholder's fiscal year if other than the calendar year. The other
parties hereto shall provide on a timely basis to the Tax Administrator or its
designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the Tax Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the Tax
Administrator's request therefor, shall provide in writing to the Tax
Administrator such information as is reasonably requested by the Tax
Administrator for tax purposes, and the Tax Administrator's duty to perform its
reporting and other tax compliance obligations under this Section 10.02 shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the Tax Administrator to
perform such obligations.

     (d) The Tax Administrator shall perform on behalf of the Grantor Trust all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the IRS or any state or local taxing authority, including the furnishing to
Certificateholders of the schedules described in Section 10.01(c).

     (e) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions or
result in the imposition of a tax upon the Grantor Trust or its assets or
transactions (any such endangerment or imposition, an "Adverse Grantor Trust
Event"), unless the Tax Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the Tax Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Tax
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the Tax Administrator
or the Trustee.

     (f) If any tax is imposed on the Grantor Trust, such tax, together with all
incidental costs and expenses (including penalties and reasonable attorneys'
fees), shall be charged to and paid by:


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<PAGE>

(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.


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<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
Companion Loan Noteholders, (i) to cure any ambiguity, (ii) to correct, modify
or supplement any provision herein which may be inconsistent with any other
provision herein or with the description thereof in the Prospectus Supplement,
(iii) to add any other provisions with respect to matters or questions arising
hereunder which shall not be inconsistent with the provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions if
the REMIC Provisions are amended or clarified such that any such requirement may
be relaxed or eliminated, (v) to relax or eliminate any requirement imposed by
the Securities Act or the rules thereunder if the Securities Act or those rules
are amended or classified so as to allow for the relaxation or elimination of
that requirement; (vi) as evidenced by an Opinion of Counsel delivered to the
Master Servicer, the Special Servicer and the Trustee, either (A) to comply with
any requirements imposed by the Code or any successor or amendatory statute or
any temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any such proposed action which, if made effective, would apply
retroactively to any of the REMIC Pools or the Grantor Trust at least from the
effective date of such amendment, or (B) to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any REMIC Pool or the Grantor
Trust; (vii) as provided in Section 5.02(d)(iv), to modify, add to or eliminate
any of the provisions of Section 5.02(d)(i), (ii) or (iii); or (viii), to
otherwise modify or delete existing provisions of this Agreement, provided that
such amendment (other than any amendment for any of the specific purposes
described in clauses (i), (ii), (iv), (v), (vi) and (vii) above) shall not
adversely affect in any material respect the interests of any Certificateholder
or Companion Loan Noteholder, as evidenced by either an Opinion of Counsel to
such effect or, in the case of a Class of Certificates to which a rating has
been assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event.

     (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?% 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 Companion Loan Noteholder without the consent
of such Companion Loan Noteholder, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates or of any Companion
Loan Noteholder in a manner other than as described in (i) without the consent
of the Holders of all Certificates of such Class or the consent of such
Companion Loan Noteholder, as the case may be, (iii) modify the provisions of
this Section 11.01 without the consent of the Holders of all Certificates then
outstanding and the consent of the Companion Loan


                                     -251-


<PAGE>

Noteholders, (iv) modify the provisions of Section 3.20 or the Servicing
Standard without the consent of the Holders of all Regular Interest Certificates
then outstanding and the consent of the Companion Loan Noteholders or (v) modify
the specified percentage of Voting Rights which are required to be held by
Certificateholders to consent or not to object to any particular action pursuant
to any provision of this Agreement without the consent of the Holders of all
Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01(b), Certificates registered in the name of any party hereto
or any Affiliate thereof shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such
Certificates, so long as the subject amendment does not relate to increasing its
rights or reducing or limiting its obligations hereunder as a party to this
Agreement.

     (c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall first have
obtained or been furnished with an Opinion of Counsel (at the expense of the
party seeking such amendment) to the effect that (i) such amendment or the
exercise of any power granted to the Trustee, the Master Servicer or the Special
Servicer in accordance with such amendment will not result in the imposition of
a tax on any REMIC Pool pursuant to the REMIC Provisions, cause any REMIC Pool
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a
grantor trust within the meaning of the Grantor Trust Provisions at any time
that any Certificates are outstanding and (ii) such amendment complies in all
material respects with the provisions of this Section 11.01.

     (d) Promptly after the execution of any such amendment, the Trustee shall
send a copy thereof to each Certificateholder and each Companion Loan
Noteholder.

     (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

     (f) Each of the Master Servicer, the Special Servicer and the Trustee may
but shall not be obligated to enter into any amendment pursuant to this section
that affects its rights, duties and immunities under this Agreement or
otherwise.

     (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Master Servicer, the Special Servicer or the Trustee requests
any amendment of this Agreement that protects or is in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 11.01(a) or (c) shall be payable out
of the Pool Custodial Account, in the case of the Master Servicer and the
Special Servicer, pursuant to Section 3.05(a), or out of the Collection Account,
in the case of the Trustee, pursuant to Section 3.05(b).

     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


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<PAGE>

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)) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders and/or the Companion 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 Companion
                    Loan Noteholders.

     (a) The death or incapacity of any Certificateholder or Companion Loan
Noteholder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's or Companion Loan Noteholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) No Certificateholder or Companion 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 or Companion Loan Noteholders from time to time as partners
or members of an association; nor shall any Certificateholder or Companion Loan
Noteholder be under any liability to any third party by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.

     (c) No Certificateholder or Companion 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 Holder previously shall
have given to the Trustee a written notice of default hereunder, and of the
continuance thereof, as herein before provided, and unless also (except in the
case of a default by the Trustee) the Holders of Certificates entitled to at
least 25% of the Voting Rights shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain


                                     -253-


<PAGE>

priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

     SECTION 11.04. Governing Law.

     This Agreement and the Certificates shall be construed in accordance with
the internal laws of the State of New York applicable to agreements made and to
be performed in said state, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

SECTION 11.05.    Notices.

     Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given when delivered to: (i) in the case of the Depositor, Structured Asset
Securities Corporation, 200 Vesey Street, New York, New York 10285, Attention:
LB-UBS Commercial Mortgage Trust 2000-C5, Series 2000-C5, facsimile number:
(212) 526-3746; (ii) in the case of the Master Servicer, First Union National
Bank, First Union Capital Markets, NC 1075, 9739 Research Drive, URP-4,
Charlotte, North Carolina 28288-1075, Attention: LB-UBS Commercial Mortgage
Trust 2000-C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5,
facsimile number: (704) 593-7735; (iii) in the case of the Special Servicer,
Lennar Partners Inc., 760 N.W. 107th Avenue, Miami, Florida 33172, Attention:
LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage Pass-Through
Certificates, Series 2000-C5, facsimile number: (305) 226-3428; (iv) in the case
of the Trustee, LaSalle Bank National Association, 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust
Services Group--LB-UBS Commercial Mortgage Trust 2000-C5, facsimile number:
(312)904-2084; (v) in the case of the Underwriters, (A) Lehman Brothers, Inc.,
Three World Financial Center, New York, New York 10285, Attention: Tricia
Hall/Commercial Mortgage Trading, facsimile number: 212-526-3746, (B) UBS
Warburg LLC, 299 Park Avenue, New York, New York 10171, Attention: Ahmed Alali,
facsimile number: (212) 821-3162, with a copy to Robert C. Dinerstein, General
Counsel and (C) Deutsche Bank Securities Inc., 51 West 52nd Street, New York,
New York 10019, Attention: Tom Traynor, facsimile number: (212) 469-3215; (vi)
in the case of the Rating Agencies, (A) Moody's Investors Services, Inc., 99
Church Street, New York, New York 10007, Attention: CMBS Monitoring, facsimile
number: (212) 553-1350, and (B) Standard & Poor's Rating Services, a division of
the McGraw Hill Companies, Inc., 55 Water Street, 10th Floor, New York, New
York, 10004; Attention: CMBS Surveillance Department, facsimile number: (212)
438-2662; and (vii) in the case of the Fiscal Agent, to the Trustee on behalf of
the Fiscal Agent; or, as to each such Person, such other address as may
hereafter be furnished by such Person to the parties hereto in writing. Any
communication required or permitted to be delivered to a Certificateholder shall
be deemed to have been duly given when mailed first class, postage prepaid, to
the address of such Holder as shown in the Certificate Register.


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<PAGE>

     SECTION 11.06. Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 11.07. Grant of a Security Interest.

     The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Mortgage
Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for
a loan, however, the Depositor and the Trustee agree that it is their intent
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor and the Trustee also
intend and agree that, in such event, (i) in order to secure performance of the
Depositor's obligations hereunder and payment of the Certificates, the Depositor
shall be deemed to have granted, and does hereby grant, to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets constituting the Trust Fund, including
the Mortgage Loans, all principal and interest received or receivable with
respect to the Mortgage Loans (other than principal and interest payments due
and payable prior to the Cut-off Date and any Principal Prepayments received on
or prior to the Cut-off Date), all amounts held from time to time in the Pool
Custodial Account, the Collection Account, the Interest Reserve Account and, if
established, the Pool REO Account and the Defeasance Deposit Account and any and
all reinvestment earnings on such amounts, and all of the Depositor's right,
title and interest in and to the proceeds of any title, hazard or other
Insurance Policies related to such Mortgage Loans, and (ii) this Agreement shall
constitute a security agreement under applicable law. The Depositor shall file
or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in
the form attached as Exhibit J hereto in all appropriate locations in the State
of New York promptly following the initial issuance of the Certificates, and the
Trustee shall prepare, execute and file at each such office, with the reasonable
cooperation of the Depositor, continuation statements with respect thereto, in
each case within six months prior to the fifth anniversary of the immediately
preceding filing. The Depositor shall cooperate in a reasonable manner with the
Trustee and the Master Servicer in preparing and filing such continuation
statements. This Section 11.07 shall constitute notice to the Trustee pursuant
to any of the requirements of the New York UCC.

     SECTION 11.08. Streit Act.

     Any provisions required to be contained in this Agreement by Section 126 of
Article 4-A of the New York Real Property Law are hereby incorporated herein,
and such provisions shall be in addition to those conferred or imposed by this
Agreement; provided, however, that to the extent that such Section 126 shall not
have any effect, and if said Section 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


                                     -255-


<PAGE>

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 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 60 days thereafter) shall be a third
party beneficiary to obligations of a successor Master Servicer under Section
3.22(d), 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 Companion Loan
Noteholders and any designees thereof acting on behalf of or exercising the
rights of the Companion Loan Noteholders shall be third-party beneficiaries to
this Agreement with respect to their rights as specifically provided for herein.
The Gallery at Harborplace Trustee, the Gallery at Harborplace Fiscal Agent, the
Amsdell Portfolio Trustee, the Amsdell Portfolio Fiscal Agent, the Park Square
Trustee, and the Park Square Fiscal Agent shall be third-party beneficiaries to
this Agreement solely with respect to reimbursement of P&I Advances made by such
Persons, with interest (except in the case of a Cal Fed Special P&I Advance), as
provided in Section 3.05A hereof. This Agreement may not be amended in any
manner that would adversely affect the rights of any such third party
beneficiary without its consent. No other Person, including any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this
Agreement.

     SECTION 11.10. Article and Section Headings.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

     SECTION 11.11. Notices to Rating Agencies.

     (a) The Trustee shall promptly provide notice to each Rating Agency with
respect to each of the following of which it has actual knowledge:

     (i) any material change or amendment to this Agreement;

     (ii) the occurrence of any Event of Default that has not been cured;

     (iii) the resignation or termination of the Fiscal Agent, the Master
   Servicer or the Special Servicer;


                                     -256-


<PAGE>

     (iv) the repurchase of Mortgage Loans by the Depositor pursuant to Section
   2.03;

     (v) any change in the location of the Collection Account or the Interest
   Reserve Account;

     (vi) the final payment to any Class of Certificateholders; and

     (vii) any sale or disposition of any Mortgage Loan or REO Property.

     (b) The Master Servicer shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

     (i) the resignation or removal of the Trustee; and

     (ii) any change in the location of any Custodial Account.

     (c) The Special Servicer shall furnish each Rating Agency with respect to a
Specially Serviced Loan such information as the Rating Agency shall reasonably
request and which the Special Servicer can reasonably provide in accordance with
applicable law, with copies to the Trustee.

     (d) To the extent applicable, each of the Master Servicer and the Special
Servicer shall promptly furnish to each Rating Agency copies of the following
items:

     (i) each of its annual statements as to compliance described in Section
   3.13;

     (ii) each of its annual independent public accountants' servicing reports
   described in Section 3.14; and

     (iii) any Officer's Certificate delivered by it to the Trustee pursuant to
   Section 3.11(h), 4.03(c) or 4.03A(c).

     (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

     (f) The Trustee shall promptly deliver to each Rating Agency a copy of each
of the statements and reports described in Section 4.02(a) that is prepared by
it.

     (g) Each of the Trustee, the Master Servicer and the Special Servicer shall
provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

     SECTION 11.12. Global Opinions.

     Notwithstanding anything herein to the contrary, where any party hereto is
required or permitted to rely upon an Opinion of Counsel with respect to any
particular matter, such Opinion of Counsel need not specifically reference such
particular matter, but rather such Opinion of Counsel may address general
matters of law in respect of nonspecific circumstances which clearly encompass
the


                                     -257-


<PAGE>

facts of such particular matter (any such Opinion of Counsel, a "Global
Opinion"); provided that no Global Opinion may be relied upon if it is more than
12 months old or if the subject party has reason to believe that such Global
Opinion no longer expresses a correct legal opinion.

     SECTION 11.13. Complete Agreement.

     This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.

                                  STRUCTURED ASSET SECURITIES CORPORATION
                                    Depositor

                                  By:_______________________________________
                                  Name:
                                  Title:


                                  FIRST UNION NATIONAL BANK
                                    Master Servicer

                                  By:_______________________________________
                                  Name:
                                  Title:

                                  LENNAR PARTNERS, INC.
                                    Special Servicer

                                  By:_______________________________________
                                  Name:
                                  Title:

                                  LASALLE BANK NATIONAL ASSOCIATION
                                    Trustee

                                  By:_______________________________________
                                  Name:
                                  Title:



<PAGE>

                                  ABN AMRO BANK N.V.
                                    Fiscal Agent

                                  By:_______________________________________
                                  Name:
                                  Title:

                                  By:_______________________________________
                                  Name:
                                  Title:


<

<PAGE>


STATE OF NEW YORK          )
                           ) ss.:
COUNTY OF NEW YORK         )


     On the ______ day of ________________, 2000, before me, a notary public in
and for said State, personally appeared ______________________________________,
known to me to be a _________________________________ of STRUCTURED ASSET
SECURITIES CORPORATION, one of the entities that executed the within instrument,
and also known to me to be the person who executed it on behalf of such entity,
and acknowledged to me that such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                               ______________________________________
                                           Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________)
                            ) ss.:
COUNTY OF __________________)

     On the ______ day of ________________, 2000, before me, a notary public in
and for said State, personally appeared ______________________________________,
known to me to be a ___________________________________ of FIRST UNION NATIONAL
BANK, one of the entities that executed the within instrument, and also known to
me to be the person who executed it on behalf of such entity, and acknowledged
to me that such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                               ______________________________________
                                           Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________)
                            ) ss.:
COUNTY OF __________________)

     On the ______ day of ________________, 2000, before me, a notary public in
and for said State, personally appeared ______________________________________,
known to me to be a ___________________________________ of LENNAR PARTNERS,
INC., one of the entities that executed the within instrument, and also known to
me to be the person who executed it on behalf of such entity, and acknowledged
to me that such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                               ______________________________________
                                           Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________)
                            ) ss.:
COUNTY OF __________________)

     On the ______ day of ________________, 2000, before me, a notary public in
and for said State, personally appeared ______________________________________,
known to me to be a ___________________________________ of LASALLE BANK NATIONAL
ASSOCIATION, one of the entities that executed the within instrument, and also
known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                               ______________________________________
                                            Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________)
                            ) ss.:
COUNTY OF __________________)

     On the ______ day of __________, 2000, before me, a notary public in and
for said State, personally appeared _________________________________ and
___________________________, known to me to be a ______________________________
and _______________________, respectively, of ABN AMRO BANK N.V., one of the
entities that executed the within instrument, and also known to me to be the
persons who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                               ______________________________________
                                           Notary Public

[Notarial Seal]

<PAGE>



                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

<PAGE>

MORTGAGE LOAN SCHEDULE (SCHEDULE I)
LOANS: 110
BALANCE: $997,179,255
PROPERTY LEVEL:  Italics indicate property level information



<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
MORTGAGE
  LOAN
 NUMBER    PROPERTY NAME                        ADDRESS
-----------------------------------------------------------------------------------------------------------------
<S>        <C>                                  <C>
    1      Gallery at Harborplace               111 North Calvert St. & 200 East Pratt Street
-----------------------------------------------------------------------------------------------------------------
    2      Park Square Building                 31 St. James Ave
-----------------------------------------------------------------------------------------------------------------
    3      Amsdel Portfolio                     Various
-----------------------------------------------------------------------------------------------------------------
   3A      Redwing Circle                       3831 Redwing Circle
-----------------------------------------------------------------------------------------------------------------
   3B      Route 46                             277 Route 46
-----------------------------------------------------------------------------------------------------------------
   3C      North 115th Street                   11000 N. 115th Street
-----------------------------------------------------------------------------------------------------------------
   3D      Matthews Drive/Dillon Road & B.P.    55 Mathews Drive & 17 Dillon Road
-----------------------------------------------------------------------------------------------------------------
   3E      Baseline                             1238 West Baseline Road
-----------------------------------------------------------------------------------------------------------------
   3F      Cedar Street                         171 Cedar Street
-----------------------------------------------------------------------------------------------------------------
   3G      Engle Road                           6801 Engle Road
-----------------------------------------------------------------------------------------------------------------
   3H      Route 12                             1501 Route 12
-----------------------------------------------------------------------------------------------------------------
   3I      South Palmetto Avenue                701 So. Palmetto Avenue
-----------------------------------------------------------------------------------------------------------------
   3J      South 8th Street                     1678 S. 8th Street
-----------------------------------------------------------------------------------------------------------------
   3K      Cottage Grove Road                   522 Cottage Grove Road
-----------------------------------------------------------------------------------------------------------------
   3L      Trade Center Way                     2349 Trade Center Way
-----------------------------------------------------------------------------------------------------------------
   3M      SR 206 East                          200 S.R. 206 East
-----------------------------------------------------------------------------------------------------------------
   3N      NW 15th Street I                     5501 NW 15th Street
-----------------------------------------------------------------------------------------------------------------
   3O      Brush Road                           1500 Brush Road
-----------------------------------------------------------------------------------------------------------------
   3P      Marshland Road/Archer                35 Marshland Road & 28 Archer Road
-----------------------------------------------------------------------------------------------------------------
   3Q      East Speedway                        3265 E. Speedway Boulevard
-----------------------------------------------------------------------------------------------------------------
   3R      Lakeland Boulevard                   23640 Lakeland Boulevard
-----------------------------------------------------------------------------------------------------------------
   3S      Highway 90 II                        203 Highway 90
-----------------------------------------------------------------------------------------------------------------
   3T      South Plumer Avenue                  201 S. Plumer Avenue
-----------------------------------------------------------------------------------------------------------------
   3U      Lorain Road II                       24000 Lorain Road
-----------------------------------------------------------------------------------------------------------------
   3V      Brecksville Road                     10117 Brecksville Road
-----------------------------------------------------------------------------------------------------------------
   3W      NW 68th Street                       7401 N.W. 68th Street
-----------------------------------------------------------------------------------------------------------------
   3X      Pala Road                            44618 Pala Road
-----------------------------------------------------------------------------------------------------------------
   3Y      West Streetsboro Street              70 W. Statesboro Street
-----------------------------------------------------------------------------------------------------------------
   3Z      Mission Boulevard                    8464 Mission Boulevard
-----------------------------------------------------------------------------------------------------------------
   3AA     North Dysart Road                    7028 No. Dysart Road
-----------------------------------------------------------------------------------------------------------------
   3AB     Murrieta Road                        27437 Murrieta Road
-----------------------------------------------------------------------------------------------------------------
   3AC     Maynardville Highway                 6631 Maynardville Pike
-----------------------------------------------------------------------------------------------------------------
   3AD     Walker Boulevard                     4540 Walker Boulevard
-----------------------------------------------------------------------------------------------------------------
   3AE     Trinity Road                         950 Trinity Road
-----------------------------------------------------------------------------------------------------------------
   3AF     North Main Street                    2046 North Main Street
-----------------------------------------------------------------------------------------------------------------
   3AG     SE Miami Street                      2601 S. E. Miami Street
-----------------------------------------------------------------------------------------------------------------
   3AH     North Woodland Boulevard             1805 N. Woodland Avenue
-----------------------------------------------------------------------------------------------------------------
   3AI     Old Cheney Highway                   7200 Old Cheney Highway
-----------------------------------------------------------------------------------------------------------------
   3AJ     Marilyn Street                       46148 Marilyn Street
-----------------------------------------------------------------------------------------------------------------
   3AK     Halls Mill Road                      5363 Halls Mill Road
-----------------------------------------------------------------------------------------------------------------
   3AL     Linden Avenue                        1700 Linden Avenue
-----------------------------------------------------------------------------------------------------------------
   3AM     Highway 42                           38247 Highway 42
-----------------------------------------------------------------------------------------------------------------
   3AN     State Route 741 South                4145 State Rt. 741S
-----------------------------------------------------------------------------------------------------------------
   3AO     Center Street                        1435 Center Street
-----------------------------------------------------------------------------------------------------------------
   3AP     Interline Avenue                     8969 Interline Avenue
-----------------------------------------------------------------------------------------------------------------
    4      125 Broad-Unit A (Salomon)           125 Broad Street
-----------------------------------------------------------------------------------------------------------------
    5      Chester A. Arthur Building           425 I Street, NW
-----------------------------------------------------------------------------------------------------------------
    6      707 Broad Street                     707 Broad Street
-----------------------------------------------------------------------------------------------------------------
    7      Cal Fed                              1515 Walnut Grove Avenue
-----------------------------------------------------------------------------------------------------------------
    8      Riverbank Business Center            2751 Shepard Road
-----------------------------------------------------------------------------------------------------------------
    9      Beverly Hills Club Apartments        19455 N.E. 10th Avenue
-----------------------------------------------------------------------------------------------------------------
   10      Utica Park Place Shopping Center     45160 Utica Park Boulevard
-----------------------------------------------------------------------------------------------------------------
   11      River Plaza                          9 West Broad Street
-----------------------------------------------------------------------------------------------------------------
   12      125 Broad-Unit C                     125 Broad Street
-----------------------------------------------------------------------------------------------------------------
   13      College Suites at Alafaya Club       3100 Alafaya Club Drive
-----------------------------------------------------------------------------------------------------------------
   14      St. Francis Medical                  One Webster Avenue
-----------------------------------------------------------------------------------------------------------------
   15      The Shops at Canal Place             301 Canal Street
-----------------------------------------------------------------------------------------------------------------
   16      Lincoln Business Center              4100 West 76th Street
-----------------------------------------------------------------------------------------------------------------
   17      Monroe Park Tower                    101 North Monroe Street
-----------------------------------------------------------------------------------------------------------------
   18      Green Hills Plaza                    15711-15775 Imperial Hwy
-----------------------------------------------------------------------------------------------------------------
   19      Stateline Plaza                      4 Plaistow Road
-----------------------------------------------------------------------------------------------------------------
   20      Mitsuwa Marketplace                  595 River Road
-----------------------------------------------------------------------------------------------------------------
   21      Days Inn Saugus                      999 Broadway (Route One South)
-----------------------------------------------------------------------------------------------------------------
   22      Mars Plaza                           6302-6386 East 82nd Street
-----------------------------------------------------------------------------------------------------------------
   23      Cambridge House Apartments           1855 West 56th Street
-----------------------------------------------------------------------------------------------------------------
   24      Waipahu Shopping Center              94-300 Farrington Highway
-----------------------------------------------------------------------------------------------------------------
   25      Wayne Avenue Plaza                   915 Wayne Avenue
-----------------------------------------------------------------------------------------------------------------
   26      Long Beach Terrace Apartment         1700-1724 Ocean Blvd.
-----------------------------------------------------------------------------------------------------------------
   27      Shaw's North Quincy Plaza            475 Hancock Street
-----------------------------------------------------------------------------------------------------------------
   28      Shaw's - Manchester                  425 Broad Street
-----------------------------------------------------------------------------------------------------------------
   29      East River Park Shopping Center      320-322 40th Street NE, et al
-----------------------------------------------------------------------------------------------------------------
   30      Shore Pointe Office                  One and Seven Selleck Street
-----------------------------------------------------------------------------------------------------------------
   31      Bank Atlantic Building               33 SW 2nd Avenue
-----------------------------------------------------------------------------------------------------------------
   32      Miami Springs Building               700 South Royal Poinciana Boulevard
-----------------------------------------------------------------------------------------------------------------
   33      Apple Creek Apartments               1610 East Mckinney Street
-----------------------------------------------------------------------------------------------------------------
   34      Westway Shopping Center              2401-2565 South Seneca Street
-----------------------------------------------------------------------------------------------------------------
   35      Handsboro Square Shopping Center     1307-1355 East Pass Road
-----------------------------------------------------------------------------------------------------------------
   36      Cartoon Network                      300 North 3rd Street
-----------------------------------------------------------------------------------------------------------------
   37      Pebble Creek Apartments              2236 Plaster Road
-----------------------------------------------------------------------------------------------------------------
   38      Shops at Cedar Lake                  140 Harry Flood Byrd Highway
-----------------------------------------------------------------------------------------------------------------
   39      Westwood Riviera Apartments          10969 Wellworth Avenue
-----------------------------------------------------------------------------------------------------------------
   40      Northwood Industrial Portfolio       5010-5030 South Decatur, 5140 South Rogers, 5140 South Arville
-----------------------------------------------------------------------------------------------------------------
   41      Oak Crest Apartments                 2101 Crooked Oak Drive
-----------------------------------------------------------------------------------------------------------------
   42      Express Scripts Building             4500 Alexander Blvd NE
-----------------------------------------------------------------------------------------------------------------
   43      Carlsbad Ranch Corporate Center      5800 Armada Drive
-----------------------------------------------------------------------------------------------------------------
   44      Hampton Inn Portsmouth               99 Durgin Lane
-----------------------------------------------------------------------------------------------------------------
   45      Hutensky Portfolio                   Various
-----------------------------------------------------------------------------------------------------------------
   45A     The Arbor                            4021 Far Hills Avenue
-----------------------------------------------------------------------------------------------------------------
   45B     Salem Center                         5256 - 5298 Salem Avenue
-----------------------------------------------------------------------------------------------------------------
   45C     Northwest Outlot                     2806-2901 Philadelphia Drive
-----------------------------------------------------------------------------------------------------------------
   46      711 Executive Boulevard              711 Executive Boulevard
-----------------------------------------------------------------------------------------------------------------
   47      Greenwood Shoppes                    806 North U.S. Highway 31
-----------------------------------------------------------------------------------------------------------------
   48      Golden Gate Shopping Center          4855 Golden Gate Parkway
-----------------------------------------------------------------------------------------------------------------
   49      Berkshire Common                     2 South Street
-----------------------------------------------------------------------------------------------------------------
   50      Conejo Valley Plaza                  1330-1378A Moorpark Road
-----------------------------------------------------------------------------------------------------------------
   51      Alta View/Canyon Rim                 Various
-----------------------------------------------------------------------------------------------------------------
   51A     Canyon Rim Shopping Center           3171-3191 East 3300 South
-----------------------------------------------------------------------------------------------------------------
   51B     Alta View Shopping Center            10301-10305 South 1300 East Street
-----------------------------------------------------------------------------------------------------------------
   52      Townplace Suites Gaithersburg        212 Perry Parkway
-----------------------------------------------------------------------------------------------------------------
   53      US West Building                     2626 West Evans
-----------------------------------------------------------------------------------------------------------------
   54      6300 Distribution Drive              6300 Distribution Drive
-----------------------------------------------------------------------------------------------------------------
   55      Hudson View Apartments II            520-528 West 145th Street
-----------------------------------------------------------------------------------------------------------------
   56      Saratoga Apartments                  5600 Silver Star Road
-----------------------------------------------------------------------------------------------------------------
   57      Aventura Self Storage                2490 N.E. 188th Street
-----------------------------------------------------------------------------------------------------------------
   58      Woods of Northland Apartments        4314 Dresden Street
-----------------------------------------------------------------------------------------------------------------
   59      St. Mary's Plaza                     810-844 South St. Marys Road
-----------------------------------------------------------------------------------------------------------------
   60      Creekwood Apartments                 5236 Southeast 29th Street
-----------------------------------------------------------------------------------------------------------------
   61      Clermont Village                     2633 Easton Avenue
-----------------------------------------------------------------------------------------------------------------
   62      3 Roads Shopping Center              1029-1055 Route 112
-----------------------------------------------------------------------------------------------------------------
   63      Westlake Center                      679 & 681 Encinitas Boulevard
-----------------------------------------------------------------------------------------------------------------
   64      Stonehill Corporate Center           999 Broadway (Route One South)
-----------------------------------------------------------------------------------------------------------------
   65      5 Whiteland Plaza                    801 Springdale Drive
-----------------------------------------------------------------------------------------------------------------
   66      Northgate Apartments                 2151 Northgate Drive
-----------------------------------------------------------------------------------------------------------------
   67      Vernon Industrial Building           1937-2035 East Vernon Avenue
-----------------------------------------------------------------------------------------------------------------
   68      Griswold Gardens Apartments          17 North Griswold Street
-----------------------------------------------------------------------------------------------------------------
   69      Voit Huntington                      17782-17912 Georgetown Lane
-----------------------------------------------------------------------------------------------------------------
   70      Voit Anaheim Industrial Centre       1500-1580 Harmony Circle
-----------------------------------------------------------------------------------------------------------------
   71      County of Los Angeles                2910 Beverly Boulevard
-----------------------------------------------------------------------------------------------------------------
   72      Rolling Meadows Office Bldg.         3005-3075 Tollview Dr.
-----------------------------------------------------------------------------------------------------------------
   73      Fort Davis Shopping Center           3839-3861 Alabama Avenue, SE
-----------------------------------------------------------------------------------------------------------------
   74      170 & 190 Commerce Way               170 & 190 Commerce Way
-----------------------------------------------------------------------------------------------------------------
   75      Freedom/Burnham                      Various
-----------------------------------------------------------------------------------------------------------------
   75A     Freedom Executive Park               488 Freedom Plains Road
-----------------------------------------------------------------------------------------------------------------
   75B     Burnham Building                     35 Patrick Lane
-----------------------------------------------------------------------------------------------------------------
   76      Sherwood Forest Apartments           4710 Jimmy Johnson Boulevard
-----------------------------------------------------------------------------------------------------------------
   77      Times Square Townhomes I             3033 and 3081 36th Avenue South
-----------------------------------------------------------------------------------------------------------------
   78      Lexington Place II                   1130 Felder Street
-----------------------------------------------------------------------------------------------------------------
   79      Atascocita Village MHP               520 Atascocita Road
-----------------------------------------------------------------------------------------------------------------
   80      Clifford Apartments                  519-535 SE Morrison Street
-----------------------------------------------------------------------------------------------------------------
   81      620 East Vienna Ave                  620 East Vienna Ave
-----------------------------------------------------------------------------------------------------------------
   82      Willow Pines MHP                     680 North Main Street
-----------------------------------------------------------------------------------------------------------------
   83      Desert Crest Apartments              6141 North 59th Avenue
-----------------------------------------------------------------------------------------------------------------
   84      Carlton Place                        35 Carl Street
-----------------------------------------------------------------------------------------------------------------
   85      Avon Meadows                         90 & 100 Avon Meadow Lane
-----------------------------------------------------------------------------------------------------------------
   86      Quality Market Plaza                 1085 Market Street
-----------------------------------------------------------------------------------------------------------------
   87      1040 Lincoln Avenue                  1040 Lincoln Avenue
-----------------------------------------------------------------------------------------------------------------
   88      Adams Market Shopping Center         1353 New Haven Avenue
-----------------------------------------------------------------------------------------------------------------
   89      The Cove                             1224 Prospect Street
-----------------------------------------------------------------------------------------------------------------
   90      Rite Aid - St. Johnsbury             Memorial Drive (U.S. Route 5)
-----------------------------------------------------------------------------------------------------------------
   91      287 East 4th Street                  287 East 4th Street
-----------------------------------------------------------------------------------------------------------------
   92      516 East 11th Street                 516 East 11th Street
-----------------------------------------------------------------------------------------------------------------
   93      The Greenwood Building               2550 9th Avenue
-----------------------------------------------------------------------------------------------------------------
   94      1703 Eastwood Drive                  1703 Eastwood Drive
-----------------------------------------------------------------------------------------------------------------
   95      Rite Aid - Dowagiac                  102 State Road
-----------------------------------------------------------------------------------------------------------------
   96      Professional Pavilion                23133 Orchard Lake Rd
-----------------------------------------------------------------------------------------------------------------
   97      Camelback West Plaza                 3601-3633 W. Camelback Road
-----------------------------------------------------------------------------------------------------------------
   98      Dana/Laurelle Apartments             Various
-----------------------------------------------------------------------------------------------------------------
   98A     Dana Apartments                      2300 Olive Street
-----------------------------------------------------------------------------------------------------------------
   98B     Laurelle Apartments                  2309-2317 Clifford Avenue
-----------------------------------------------------------------------------------------------------------------
   99      Colodny Professional Plaza           5236 Colodny Drive
-----------------------------------------------------------------------------------------------------------------
   100     Brenham Self-Storage                 2000 Loop 290 East
-----------------------------------------------------------------------------------------------------------------
   101     Whispering Hills Apts                1638-1658 Hugh Hunter Road
-----------------------------------------------------------------------------------------------------------------
   102     163 Stanton Street                   163 Stanton Street
-----------------------------------------------------------------------------------------------------------------
   103     Safari Mobile Home Park              2935 Calder Road
-----------------------------------------------------------------------------------------------------------------
   104     Walton Village Apartments            35 School Road
-----------------------------------------------------------------------------------------------------------------
   105     Madison Place                        1521 13th Avenue East
-----------------------------------------------------------------------------------------------------------------
   106     Brownsville Apartments               2117 Brownsville Road
-----------------------------------------------------------------------------------------------------------------
   107     Top Mini Storage                     1101 Martin Luther King Jr. Boulevard
-----------------------------------------------------------------------------------------------------------------
   108     231 East 29th Street                 231 East 29th Street
-----------------------------------------------------------------------------------------------------------------
   109     215 Washington Street                215 Washington Street
-----------------------------------------------------------------------------------------------------------------
   110     134 West 92nd Street                 134 West 92nd Street
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>



<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
MORTGAGE
  LOAN                                                                                           MONTHLY P&I      MORTGAGE
 NUMBER                    CITY              STATE     ZIP CODE        CUT-OFF DATE BALANCE        PAYMENT         RATE
----------------------------------------------------------------------------------------------------------------------------
<S>            <C>                           <C>      <C>               <C>                    <C>              <C>
    1          Baltimore                       MD        21202             60,000,000.00          445,886.51       7.968
----------------------------------------------------------------------------------------------------------------------------
    2          Boston                          MA        2116              60,000,000.00          433,133.69       7.670
----------------------------------------------------------------------------------------------------------------------------
    3          Various                         VAR      Various            60,000,000.00          487,591.73       8.324
----------------------------------------------------------------------------------------------------------------------------
   3A          Decatur                         GA        30032
----------------------------------------------------------------------------------------------------------------------------
   3B          Parsippany                      NJ        7054
----------------------------------------------------------------------------------------------------------------------------
   3C          Scottsdale                      AZ        85259
----------------------------------------------------------------------------------------------------------------------------
   3D          Hilton Head                     SC        29926
----------------------------------------------------------------------------------------------------------------------------
   3E          Rialto                          CA        92376
----------------------------------------------------------------------------------------------------------------------------
   3F          Bradford                        CT        6405
----------------------------------------------------------------------------------------------------------------------------
   3G          Middleburg Heights              OH        44130
----------------------------------------------------------------------------------------------------------------------------
   3H          Gales Ferry                     CT        6335
----------------------------------------------------------------------------------------------------------------------------
   3I          Ontario                         CA        91762
----------------------------------------------------------------------------------------------------------------------------
   3J          Fernandina Beach                FL        32034
----------------------------------------------------------------------------------------------------------------------------
   3K          Bloomfield                      CT        6002
----------------------------------------------------------------------------------------------------------------------------
   3L          Naples                          FL        34109
----------------------------------------------------------------------------------------------------------------------------
   3M          St. Augustine                   FL        32086
----------------------------------------------------------------------------------------------------------------------------
   3N          Margate                         FL        33063
----------------------------------------------------------------------------------------------------------------------------
   3O          Euclid                          OH        44143
----------------------------------------------------------------------------------------------------------------------------
   3P          Hilton Head                     SC        29926
----------------------------------------------------------------------------------------------------------------------------
   3Q          Tucson                          AZ        85716
----------------------------------------------------------------------------------------------------------------------------
   3R          Euclid                          OH        44132
----------------------------------------------------------------------------------------------------------------------------
   3S          Waveland                        MS        39576
----------------------------------------------------------------------------------------------------------------------------
   3T          Tucson                          AZ        85719
----------------------------------------------------------------------------------------------------------------------------
   3U          North Olmstead                  OH        44070
----------------------------------------------------------------------------------------------------------------------------
   3V          Brecksville                     OH        44141
----------------------------------------------------------------------------------------------------------------------------
   3W          Miami                           FL        33166
----------------------------------------------------------------------------------------------------------------------------
   3X          Temecula                        CA        92592
----------------------------------------------------------------------------------------------------------------------------
   3Y          Hudson                          OH        44236
----------------------------------------------------------------------------------------------------------------------------
   3Z          Riverside                       CA        92509
----------------------------------------------------------------------------------------------------------------------------
   3AA         Glendale                        AZ        85307
----------------------------------------------------------------------------------------------------------------------------
   3AB         Sun City                        CA        92585
----------------------------------------------------------------------------------------------------------------------------
   3AC         Knoxville                       TN        37918
----------------------------------------------------------------------------------------------------------------------------
   3AD         Knoxville                       TN        37917
----------------------------------------------------------------------------------------------------------------------------
   3AE         Raleigh                         NC        27607
----------------------------------------------------------------------------------------------------------------------------
   3AF         Summerville                     SC        29483
----------------------------------------------------------------------------------------------------------------------------
   3AG         Stuart                          FL        34997
----------------------------------------------------------------------------------------------------------------------------
   3AH         Deland                          FL        32720
----------------------------------------------------------------------------------------------------------------------------
   3AI         Orlando                         FL        32807
----------------------------------------------------------------------------------------------------------------------------
   3AJ         Indio                           CA        92201
----------------------------------------------------------------------------------------------------------------------------
   3AK         Mobile                          AL        36606
----------------------------------------------------------------------------------------------------------------------------
   3AL         Knoxville                       TN        37917
----------------------------------------------------------------------------------------------------------------------------
   3AM         Prarieville                     LA        70769
----------------------------------------------------------------------------------------------------------------------------
   3AN         Mason                           OH        45040
----------------------------------------------------------------------------------------------------------------------------
   3AO         Leesburg                        FL        34748
----------------------------------------------------------------------------------------------------------------------------
   3AP         Baton Rouge                     LA        70809
----------------------------------------------------------------------------------------------------------------------------
    4          New York                        NY        10017             55,842,006.88          421,531.00       8.290
----------------------------------------------------------------------------------------------------------------------------
    5          Washington                      DC        20001             51,497,463.68          395,662.80       8.470
----------------------------------------------------------------------------------------------------------------------------
    6          Newark                          NJ        7102              48,529,624.16          385,983.84       8.336
----------------------------------------------------------------------------------------------------------------------------
    7          Rosemead                        CA        91770             34,497,239.61          502,091.64       8.610
----------------------------------------------------------------------------------------------------------------------------
    8          St. Paul                        MN        55116             33,965,310.24          257,824.80       8.350
----------------------------------------------------------------------------------------------------------------------------
    9          Miami                           FL     33179-3603           33,540,883.98          248,891.23       8.100
----------------------------------------------------------------------------------------------------------------------------
   10          Utica                           MI        48317             31,041,432.26          236,310.70       8.370
----------------------------------------------------------------------------------------------------------------------------
   11          Stamford                        CT        6902              26,982,783.02          202,841.98       8.250
----------------------------------------------------------------------------------------------------------------------------
   12          New York                        NY        10017             22,077,072.49          166,651.79       8.290
----------------------------------------------------------------------------------------------------------------------------
   13          Orlando                         FL        32817             21,154,095.82          157,929.17       8.160
----------------------------------------------------------------------------------------------------------------------------
   14          Poughkeepsie                    NY        12601             19,587,501.75          147,248.25       8.250
----------------------------------------------------------------------------------------------------------------------------
   15          New Orleans                     LA        70130             18,479,506.80          136,391.83       8.050
----------------------------------------------------------------------------------------------------------------------------
   16          Chicago                         IL        60652             16,971,388.83          128,074.04       8.280
----------------------------------------------------------------------------------------------------------------------------
   17          Tallahassee                     FL        32310             11,322,126.49           91,401.13       8.480
----------------------------------------------------------------------------------------------------------------------------
   18          La Mirada                       CA        90638             11,142,272.14           80,574.53       7.840
----------------------------------------------------------------------------------------------------------------------------
   19          Plaistow                        NH        3865              10,269,127.15           77,013.51       8.220
----------------------------------------------------------------------------------------------------------------------------
   20          Edgewater                       NJ        7020               9,984,670.63           77,956.91       8.650
----------------------------------------------------------------------------------------------------------------------------
   21          Saugus                          MA        1906               9,575,000.00           76,778.13       8.450
----------------------------------------------------------------------------------------------------------------------------
   22          Indianapolis                    IN        46250              9,484,366.28           72,173.34       8.370
----------------------------------------------------------------------------------------------------------------------------
   23          Hialeah                         FL        33012              9,331,894.39           70,799.36       8.328
----------------------------------------------------------------------------------------------------------------------------
   24          Waipahu                         HI        96797              9,182,280.72           71,262.31       8.580
----------------------------------------------------------------------------------------------------------------------------
   25          Chambersburg                    PA        17201              8,984,087.68           66,541.43       8.080
----------------------------------------------------------------------------------------------------------------------------
   26          Long Beach                      CA        90802              8,163,563.12           60,169.18       8.040
----------------------------------------------------------------------------------------------------------------------------
   27          Quincy                          MA        2171               7,994,750.88           59,315.79       8.110
----------------------------------------------------------------------------------------------------------------------------
   28          Manchester                      CT        6040               7,994,643.05           58,756.95       8.010
----------------------------------------------------------------------------------------------------------------------------
   29          Washington                      DC        20019              7,790,862.37           56,366.04       7.840
----------------------------------------------------------------------------------------------------------------------------
   30          Norwalk                         CT        6855               7,691,743.62           57,415.05       8.170
----------------------------------------------------------------------------------------------------------------------------
   31          Miami                           FL        33130              7,486,885.05           55,687.29       8.125
----------------------------------------------------------------------------------------------------------------------------
   32          Miami                           FL        33166              7,337,843.77           55,735.66       8.350
----------------------------------------------------------------------------------------------------------------------------
   33          Denton                          TX        76201              7,234,258.90           53,957.99       8.150
----------------------------------------------------------------------------------------------------------------------------
   34          Wichita                         KS        67217              7,111,743.66           55,798.16       8.700
----------------------------------------------------------------------------------------------------------------------------
   35          Gulfport                        MS        39507              7,087,961.34           53,339.93       8.250
----------------------------------------------------------------------------------------------------------------------------
   36          Burbank                         CA        91502              6,820,692.20           51,514.05       8.300
----------------------------------------------------------------------------------------------------------------------------
   37          Atlanta                         GA        30345              6,745,245.52           48,404.48       7.760
----------------------------------------------------------------------------------------------------------------------------
   38          Sterling                        VA        21064              6,633,840.67           50,615.23       8.390
----------------------------------------------------------------------------------------------------------------------------
   39          Los Angeles                     CA        90024              6,595,453.32           47,831.68       7.870
----------------------------------------------------------------------------------------------------------------------------
   40          Las Vegas                       NV        89118              6,365,364.30           52,826.33       8.130
----------------------------------------------------------------------------------------------------------------------------
   41          Oklahoma City                   OK        73129              6,286,469.71           47,064.32       8.190
----------------------------------------------------------------------------------------------------------------------------
   42          Albuquerque                     NM        87107              6,268,417.69           47,141.98       8.250
----------------------------------------------------------------------------------------------------------------------------
   43          Carlsbad                        CA        92008              6,195,754.73           45,061.94       7.900
----------------------------------------------------------------------------------------------------------------------------
   44          Portsmouth                      NH        3801               6,193,933.03           49,673.64       8.440
----------------------------------------------------------------------------------------------------------------------------
   45          Various                         OH       Various             6,039,943.78           45,792.33       8.330
----------------------------------------------------------------------------------------------------------------------------
   45A         Kettering                       OH        45429
----------------------------------------------------------------------------------------------------------------------------
   45B         Trotwood                        OH        45426
----------------------------------------------------------------------------------------------------------------------------
   45C         Dayton                          OH        45405
----------------------------------------------------------------------------------------------------------------------------
   46          Valley Cottage                  NY        10989              5,995,773.80           43,026.20       7.760
----------------------------------------------------------------------------------------------------------------------------
   47          Greenwood                       IN        46142              5,840,372.93           44,443.58       8.370
----------------------------------------------------------------------------------------------------------------------------
   48          Naples                          FL        34116              5,586,473.28           42,702.48       8.410
----------------------------------------------------------------------------------------------------------------------------
   49          Pittsfield                      MA        1201               5,089,548.30           38,709.70       8.360
----------------------------------------------------------------------------------------------------------------------------
   50          Thousand Oaks                   CA        91361              5,067,875.90           38,880.94       8.450
----------------------------------------------------------------------------------------------------------------------------
   51          Various                         UT       Various             4,970,309.83           39,583.43       8.240
----------------------------------------------------------------------------------------------------------------------------
   51A         Salt Lake City                  UT        84119
----------------------------------------------------------------------------------------------------------------------------
   51B         Sandy                           UT        84070
----------------------------------------------------------------------------------------------------------------------------
   52          Gaithersburg                    MD        20877              4,888,873.92           40,164.05       8.700
----------------------------------------------------------------------------------------------------------------------------
   53          Denver                          CO        80219              4,573,832.12           35,370.02       8.500
----------------------------------------------------------------------------------------------------------------------------
   54          Chattanooga                     TN        37416              4,525,313.38           34,191.74       8.300
----------------------------------------------------------------------------------------------------------------------------
   55          New York                        NY        10031              4,489,162.84           34,346.30       8.420
----------------------------------------------------------------------------------------------------------------------------
   56          Orlando                         FL        33613              4,262,586.48           33,144.11       8.590
----------------------------------------------------------------------------------------------------------------------------
   57          Aventura                        FL     33180-2739            4,245,736.00           32,408.13       8.410
----------------------------------------------------------------------------------------------------------------------------
   58          Columbus                        OH        43224              4,234,575.24           31,898.96       8.240
----------------------------------------------------------------------------------------------------------------------------
   59          St. Marys                       PA        15857              3,995,628.50           29,629.91       8.100
----------------------------------------------------------------------------------------------------------------------------
   60          Del City                        OK        73115              3,807,876.66           27,589.16       7.860
----------------------------------------------------------------------------------------------------------------------------
   61          Bethlehem                       PA        18018              3,693,619.79           29,668.84       8.450
----------------------------------------------------------------------------------------------------------------------------
   62          Port Jefferson Station          NY        11776              3,645,629.12           26,840.41       7.880
----------------------------------------------------------------------------------------------------------------------------
   63          Encinitas                       CA        92024              3,571,352.47           27,109.52       8.350
----------------------------------------------------------------------------------------------------------------------------
   64          Saugus                          MA        1906               3,550,000.00           28,466.04       8.450
----------------------------------------------------------------------------------------------------------------------------
   65          Exton                           PA        19341              3,547,680.17           26,371.08       8.130
----------------------------------------------------------------------------------------------------------------------------
   66          Greensburg                      IN        47240              3,392,717.86           25,423.65       8.200
----------------------------------------------------------------------------------------------------------------------------
   67          Vernon                          CA        90058              3,144,698.51           23,731.37       8.280
----------------------------------------------------------------------------------------------------------------------------
   68          Glastonbury                     CT        6033               2,894,872.72           21,441.12       8.080
----------------------------------------------------------------------------------------------------------------------------
   69          Huntington                      CA        92647              2,893,630.15           22,752.20       8.720
----------------------------------------------------------------------------------------------------------------------------
   70          Anaheim                         CA        92801              2,893,448.92           22,566.22       8.630
----------------------------------------------------------------------------------------------------------------------------
   71          Los Angeles                     CA        90057              2,798,140.24           20,643.09       8.050
----------------------------------------------------------------------------------------------------------------------------
   72          Rolling Meadows                 IL        60008              2,748,169.74           20,255.26       8.040
----------------------------------------------------------------------------------------------------------------------------
   73          Washington                      DC        20020              2,747,225.42           20,931.11       8.390
----------------------------------------------------------------------------------------------------------------------------
   74          Portsmouth                      NH        3801               2,696,803.54           19,436.50       7.800
----------------------------------------------------------------------------------------------------------------------------
   75          Town of LaGrange/Poughkeepsie   NY        12603              2,664,754.01           20,548.92       8.510
----------------------------------------------------------------------------------------------------------------------------
   75A         Town of LaGrange/Poughkeepsie   NY        12603
----------------------------------------------------------------------------------------------------------------------------
   75B         Town of LaGrange/Poughkeepsie   NY        12603
----------------------------------------------------------------------------------------------------------------------------
   76          Port Arthur                     TX        77642              2,629,892.46           22,662.98       8.300
----------------------------------------------------------------------------------------------------------------------------
   77          Grand Forks                     ND        58201              2,394,063.07           18,165.55       8.330
----------------------------------------------------------------------------------------------------------------------------
   78          Americus                        GA        31709              2,322,574.56           17,499.65       8.270
----------------------------------------------------------------------------------------------------------------------------
   79          Humble                          TX        77396              2,295,207.40           17,360.04       8.300
----------------------------------------------------------------------------------------------------------------------------
   80          Portland                        OR        97214              2,197,774.09           16,729.36       8.380
----------------------------------------------------------------------------------------------------------------------------
   81          Milwaukee                       WI        53212              2,162,708.82           22,100.84       8.860
----------------------------------------------------------------------------------------------------------------------------
   82          Kaysville                       UT        84037              2,096,465.68           15,820.91       8.280
----------------------------------------------------------------------------------------------------------------------------
   83          Glendale                        AZ        85301              2,096,456.91           15,806.13       8.270
----------------------------------------------------------------------------------------------------------------------------
   84          Lowell                          MA        1851               2,096,350.29           15,629.21       8.150
----------------------------------------------------------------------------------------------------------------------------
   85          Avon                            CT        6001               2,096,123.70           16,361.46       8.110
----------------------------------------------------------------------------------------------------------------------------
   86          Warren                          PA        16365              2,094,002.99           16,459.33       8.180
----------------------------------------------------------------------------------------------------------------------------
   87          Pasadena                        CA        91103              1,918,068.27           14,627.28       8.400
----------------------------------------------------------------------------------------------------------------------------
   88          Milford                         CT        6460               1,848,808.21           13,833.46       8.200
----------------------------------------------------------------------------------------------------------------------------
   89          La Jolla                        CA        92037              1,837,856.96           13,977.73       8.375
----------------------------------------------------------------------------------------------------------------------------
   90          St. Johnsbury                   VT        5819               1,817,129.33           14,870.44       6.950
----------------------------------------------------------------------------------------------------------------------------
   91          New York                        NY        10009              1,748,035.23           12,840.88       8.000
----------------------------------------------------------------------------------------------------------------------------
   92          New York                        NY        10009              1,681,110.44           12,349.26       8.000
----------------------------------------------------------------------------------------------------------------------------
   93          Watervliet                      NY        12189              1,674,075.50           13,417.21       8.950
----------------------------------------------------------------------------------------------------------------------------
   94          Aurora                          IL        60506              1,646,609.13           12,512.09       8.350
----------------------------------------------------------------------------------------------------------------------------
   95          Dowagiac                        MI        49047              1,608,233.20           13,454.00       7.020
----------------------------------------------------------------------------------------------------------------------------
   96          Farmington                      MI        48336              1,523,431.01           11,531.95       8.320
----------------------------------------------------------------------------------------------------------------------------
   97          Phoenix                         AZ        85051              1,190,953.07            9,065.87       8.310
----------------------------------------------------------------------------------------------------------------------------
   98          Las Vegas                       NV        89104              1,098,889.55            8,672.95       8.250
----------------------------------------------------------------------------------------------------------------------------
   98A         Las Vegas                       NV        89104
----------------------------------------------------------------------------------------------------------------------------
   98B         Las Vegas                       NV        89104
----------------------------------------------------------------------------------------------------------------------------
   99          Agoura Hills                    CA        91301              1,069,036.19            8,425.56       8.750
----------------------------------------------------------------------------------------------------------------------------
   100         Brenham                         TX        77833              1,046,425.97            8,490.29       8.550
----------------------------------------------------------------------------------------------------------------------------
   101         Oak Grove                       KY        42262              1,020,025.25            8,962.18       8.630
----------------------------------------------------------------------------------------------------------------------------
   102         New York                        NY        10002              1,011,862.66            7,433.04       8.000
----------------------------------------------------------------------------------------------------------------------------
   103         League City                     TX        77573                997,518.96            7,561.93       8.320
----------------------------------------------------------------------------------------------------------------------------
   104         Walton                          KY        41094                974,073.22            7,566.11       8.600
----------------------------------------------------------------------------------------------------------------------------
   105         Cordele                         GA        31015                950,314.77            7,035.28       8.075
----------------------------------------------------------------------------------------------------------------------------
   106         Pittsburgh                      PA        15210                934,019.22            7,024.34       8.250
----------------------------------------------------------------------------------------------------------------------------
   107         Killeen                         TX        76543                928,910.83            7,618.10       8.680
----------------------------------------------------------------------------------------------------------------------------
   108         New York                        NY        10016                888,368.09            7,001.63       8.750
----------------------------------------------------------------------------------------------------------------------------
   109         Watertown                       NY        13601                747,336.59            5,958.55       8.340
----------------------------------------------------------------------------------------------------------------------------
   110         New York                        NY        10025                598,355.40            4,791.00       8.400
----------------------------------------------------------------------------------------------------------------------------
                                                                          997,179,254.57
----------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>



<TABLE>
<CAPTION>
                 REMAINING
   MORTGAGE       TERM TO       STATED        REMAINING       INTEREST                         PRIMARY      FEE SIMPLE
     LOAN          STATED      MATURITY      AMORTIZATION     ACCRUAL      ADMINISTRATIVE     SERVICING     OR GROUND     MORTGAGE
    NUMBER        MATURITY       DATE            TERM          BASIS       COST RATE (%)     FEE RATE (%)   LEASE FLAG   LOAN SELLER
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>              <C>          <C>            <C>              <C>           <C>           <C>
      1             360         12/1/30          360          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      2             359         11/1/30          359          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      3             299         11/1/25          299          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      3A                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3B                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3C                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3D                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3E                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3F                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3G                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3H                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3I                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3J                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3K                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3L                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3M                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3N                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3O                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3P                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3Q                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3R                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3S                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3T                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3U                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3V                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3W                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3X                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3Y                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      3Z                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AA                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AB                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AC                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AD                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AE                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AF                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AG                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AH                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AI                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AJ                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AK                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AL                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AM                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AN                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AO                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     3AP                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      4             358        10/11/30          358          Act/360          0.101            0.0500      Leasehold         UBS
------------------------------------------------------------------------------------------------------------------------------------
      5             356         8/1/30           356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      6             299        11/11/25          299          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      7              95        11/10/08           95           30/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      8             358        10/11/30          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      9             117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      10            356         8/11/30          356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      11            119        11/11/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      12            358        10/11/30          358          Act/360          0.101            0.0500      Leasehold         UBS
------------------------------------------------------------------------------------------------------------------------------------
      13            356         8/1/30           356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      14            359        11/11/30          359          Act/360          0.101            0.0500      Leasehold         UBS
------------------------------------------------------------------------------------------------------------------------------------
      15            358         10/1/30          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      16            357         9/11/30          357          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      17            115         7/1/10           295          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      18            119         11/1/10          359          Act/360          0.091            0.0400      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      19            358        10/11/30          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      20            117         9/1/10           357          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      21            120         12/1/10          300          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      22            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      23            116         8/1/10           356          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      24             56         8/1/05           356          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      25            357         9/11/30          357          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      26            359        11/11/30          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      27            119        11/11/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      28            359        11/11/30          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      29            358        10/11/30          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      30            358        10/11/30          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      31            357         9/11/30          357          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      32            117         9/1/10           357          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      33            116         8/1/10           356          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      34            356         8/11/30          356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      35            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      36            359         11/1/30          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      37            119         11/1/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      38            115         7/1/10           355          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      39            119         11/1/10          359          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      40            119         11/1/10          251          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      41            116         8/1/10           356          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      42            358         10/1/30          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      43            119        11/11/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      44            119         11/1/10          299          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      45            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
     45A                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     45B                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     45C                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      46            359        11/11/30          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      47            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      48            115         7/1/10           355          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      49            116         8/1/10           356          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      50            115         7/1/10           355          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      51            289         1/11/25          290          Act/360          0.101            0.0500      Leasehold         UBS
------------------------------------------------------------------------------------------------------------------------------------
     51A                                                                                                    Leasehold
------------------------------------------------------------------------------------------------------------------------------------
     51B                                                                                                    Leasehold
------------------------------------------------------------------------------------------------------------------------------------
      52            117         9/1/10           297          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      53            349         1/1/30           349          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      54            118         10/1/10          358          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      55            115         7/1/10           355          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      56            114         6/1/10           354          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      57            118         10/1/10          358          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      58            113         5/1/10           353          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      59            118         10/1/10          358          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      60            119        11/11/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      61            298         10/1/25          298          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      62             97         1/1/09           337          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      63            118         10/1/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      64            120         12/1/10          300          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      65            359        11/11/30          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      66            116         8/1/10           356          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      67            357         9/11/30          357          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      68            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      69             55         7/1/05           355          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      70             55         7/1/05           355          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      71            359        11/11/30          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      72            119        11/11/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      73            358        10/11/30          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      74            118         10/1/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      75            116         8/11/10          356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     75A                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     75B                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      76            115         7/1/10           235          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      77            115         7/1/10           355          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      78            118         10/1/10          358          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      79            116         8/1/10           356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      80            118        10/11/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      81            174         6/11/15          174          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      82            117         9/1/10           357          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      83            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      84            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      85            298         10/1/25          298          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      86            117         9/1/10           297          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      87            118         10/1/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      88             83         11/1/07          359          Act/360          0.101            0.0500      Leasehold         LB
------------------------------------------------------------------------------------------------------------------------------------
      89            119        11/11/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      90            213         9/1/18           213           30/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      91            118        10/11/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      92            118        10/11/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      93            119         11/1/10          359          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      94            116         8/11/10          356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      95            206         2/1/18           206           30/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      96            118         10/1/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
      97            106         10/1/09          346          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
      98            119        11/11/10          299          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     98A                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
     98B                                                                                                    Fee Simple
------------------------------------------------------------------------------------------------------------------------------------
      99            116         8/11/10          356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     100            116         8/1/10           296          Act/360          0.121            0.0700      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
     101            238         10/1/20          238          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     102            118        10/11/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     103            115         7/1/10           355          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     104            118        10/11/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     105            117         9/1/10           357          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
     106            118        10/11/10          358          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     107            116         8/11/10          296          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     108            116         8/11/10          356          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------
     109            116         8/1/10           296          Act/360          0.101            0.0500      Fee Simple        LB
------------------------------------------------------------------------------------------------------------------------------------
     110            117         9/1/10           297          Act/360          0.101            0.0500      Fee Simple        UBS
------------------------------------------------------------------------------------------------------------------------------------


</TABLE>

<PAGE>




<TABLE>
<CAPTION>

                                                                     ARD
   MORTGAGE                          ARD        ANTICIPATED      ADDITIONAL
     LOAN                         MORTGAGE       REPAYMENT        INTEREST
    NUMBER     DEFEASANCE           LOAN           DATE             RATE (%)
-------------------------------------------------------------------------------
<S>           <C>                 <C>            <C>             <C>
      1        Defeasance            Yes          12/1/10           5.00
-------------------------------------------------------------------------------
      2        Defeasance            Yes          11/1/10           5.00
-------------------------------------------------------------------------------
      3        Defeasance            Yes          11/1/06           5.00
-------------------------------------------------------------------------------
      3A
-------------------------------------------------------------------------------
      3B
-------------------------------------------------------------------------------
      3C
-------------------------------------------------------------------------------
      3D
-------------------------------------------------------------------------------
      3E
-------------------------------------------------------------------------------
      3F
-------------------------------------------------------------------------------
      3G
-------------------------------------------------------------------------------
      3H
-------------------------------------------------------------------------------
      3I
-------------------------------------------------------------------------------
      3J
-------------------------------------------------------------------------------
      3K
-------------------------------------------------------------------------------
      3L
-------------------------------------------------------------------------------
      3M
-------------------------------------------------------------------------------
      3N
-------------------------------------------------------------------------------
      3O
-------------------------------------------------------------------------------
      3P
-------------------------------------------------------------------------------
      3Q
-------------------------------------------------------------------------------
      3R
-------------------------------------------------------------------------------
      3S
-------------------------------------------------------------------------------
      3T
-------------------------------------------------------------------------------
      3U
-------------------------------------------------------------------------------
      3V
-------------------------------------------------------------------------------
      3W
-------------------------------------------------------------------------------
      3X
-------------------------------------------------------------------------------
      3Y
-------------------------------------------------------------------------------
      3Z
-------------------------------------------------------------------------------
      3AA
-------------------------------------------------------------------------------
      3AB
-------------------------------------------------------------------------------
      3AC
-------------------------------------------------------------------------------
      3AD
-------------------------------------------------------------------------------
      3AE
-------------------------------------------------------------------------------
      3AF
-------------------------------------------------------------------------------
      3AG
-------------------------------------------------------------------------------
      3AH
-------------------------------------------------------------------------------
      3AI
-------------------------------------------------------------------------------
      3AJ
-------------------------------------------------------------------------------
      3AK
-------------------------------------------------------------------------------
      3AL
-------------------------------------------------------------------------------
      3AM
-------------------------------------------------------------------------------
      3AN
-------------------------------------------------------------------------------
      3AO
-------------------------------------------------------------------------------
      3AP
-------------------------------------------------------------------------------
      4        Defeasance            Yes         10/11/07           2.00
-------------------------------------------------------------------------------
      5        Defeasance            Yes          8/1/10            2.00
-------------------------------------------------------------------------------
      6        Defeasance            Yes         11/11/07           2.00
-------------------------------------------------------------------------------
      7                              No
-------------------------------------------------------------------------------
      8        Defeasance            Yes         10/11/07           2.00
-------------------------------------------------------------------------------
      9        Defeasance            No
-------------------------------------------------------------------------------
      10       Defeasance            Yes          8/11/10           2.15
-------------------------------------------------------------------------------
      11       Defeasance            No
-------------------------------------------------------------------------------
      12       Defeasance            Yes         10/11/07           2.00
-------------------------------------------------------------------------------
      13       Defeasance            Yes          8/1/10            2.00
-------------------------------------------------------------------------------
      14       Defeasance            Yes         11/11/10           2.00
-------------------------------------------------------------------------------
      15       Defeasance            Yes          10/1/10           2.00
-------------------------------------------------------------------------------
      16       Defeasance            Yes          9/11/10           2.00
-------------------------------------------------------------------------------
      17       Defeasance            No
-------------------------------------------------------------------------------
      18       Defeasance            No
-------------------------------------------------------------------------------
      19       Defeasance            Yes         10/11/10           2.00
-------------------------------------------------------------------------------
      20       Defeasance            No
-------------------------------------------------------------------------------
      21       Defeasance            No
-------------------------------------------------------------------------------
      22       Defeasance            No
-------------------------------------------------------------------------------
      23       Defeasance            No
-------------------------------------------------------------------------------
      24       Defeasance            No
-------------------------------------------------------------------------------
      25       Defeasance            Yes          9/11/10           2.00
-------------------------------------------------------------------------------
      26       Defeasance            Yes         11/11/10           2.00
-------------------------------------------------------------------------------
      27       Defeasance            No
-------------------------------------------------------------------------------
      28       Defeasance            Yes         11/11/10           2.00
-------------------------------------------------------------------------------
      29       Defeasance            Yes         10/11/10           2.00
-------------------------------------------------------------------------------
      30       Defeasance            Yes         10/11/10           2.00
-------------------------------------------------------------------------------
      31       Defeasance            Yes          9/11/10           2.00
-------------------------------------------------------------------------------
      32       Defeasance            No
-------------------------------------------------------------------------------
      33       Defeasance            No
-------------------------------------------------------------------------------
      34       Defeasance            Yes          8/11/10           2.00
-------------------------------------------------------------------------------
      35       Defeasance            No
-------------------------------------------------------------------------------
      36       Defeasance            Yes          11/1/10           2.00
-------------------------------------------------------------------------------
      37                             No
-------------------------------------------------------------------------------
      38       Defeasance            No
-------------------------------------------------------------------------------
      39       Defeasance            No
-------------------------------------------------------------------------------
      40       Defeasance            No
-------------------------------------------------------------------------------
      41       Defeasance            No
-------------------------------------------------------------------------------
      42       Defeasance            Yes          10/1/10           2.00
-------------------------------------------------------------------------------
      43       Defeasance            No
-------------------------------------------------------------------------------
      44       Defeasance            No
-------------------------------------------------------------------------------
      45       Defeasance            No
-------------------------------------------------------------------------------
     45A
-------------------------------------------------------------------------------
     45B
-------------------------------------------------------------------------------
     45C
-------------------------------------------------------------------------------
      46       Defeasance            Yes         11/11/10           2.00
-------------------------------------------------------------------------------
      47       Defeasance            No
-------------------------------------------------------------------------------
      48       Defeasance            No
-------------------------------------------------------------------------------
      49       Defeasance            No
-------------------------------------------------------------------------------
      50       Defeasance            No
-------------------------------------------------------------------------------
      51       Defeasance            Yes          7/11/10           2.20
-------------------------------------------------------------------------------
     51A
-------------------------------------------------------------------------------
     51B
-------------------------------------------------------------------------------
      52       Defeasance            No
-------------------------------------------------------------------------------
      53       Defeasance            Yes          1/1/10            2.00
-------------------------------------------------------------------------------
      54       Defeasance            No
-------------------------------------------------------------------------------
      55       Defeasance            No
-------------------------------------------------------------------------------
      56       Defeasance            No
-------------------------------------------------------------------------------
      57       Defeasance            No
-------------------------------------------------------------------------------
      58       Defeasance            No
-------------------------------------------------------------------------------
      59       Defeasance            No
-------------------------------------------------------------------------------
      60       Defeasance            No
-------------------------------------------------------------------------------
      61       Defeasance            Yes          10/1/10           2.00
-------------------------------------------------------------------------------
      62       Defeasance            No
-------------------------------------------------------------------------------
      63       Defeasance            No
-------------------------------------------------------------------------------
      64       Defeasance            No
-------------------------------------------------------------------------------
      65       Defeasance            Yes         11/11/10           2.00
-------------------------------------------------------------------------------
      66       Defeasance            No
-------------------------------------------------------------------------------
      67       Defeasance            Yes          9/11/10           2.00
-------------------------------------------------------------------------------
      68       Defeasance            No
-------------------------------------------------------------------------------
      69       Defeasance            No
-------------------------------------------------------------------------------
      70       Defeasance            No
-------------------------------------------------------------------------------
      71       Defeasance            Yes         11/11/10           2.00
-------------------------------------------------------------------------------
      72       Defeasance            No
-------------------------------------------------------------------------------
      73       Defeasance            Yes         10/11/10           2.00
-------------------------------------------------------------------------------
      74       Defeasance            No
-------------------------------------------------------------------------------
      75       Defeasance            No
-------------------------------------------------------------------------------
     75A
-------------------------------------------------------------------------------
     75B
-------------------------------------------------------------------------------
      76       Defeasance            No
-------------------------------------------------------------------------------
      77       Defeasance            No
-------------------------------------------------------------------------------
      78       Defeasance            No
-------------------------------------------------------------------------------
      79       Defeasance            No
-------------------------------------------------------------------------------
      80       Defeasance            No
-------------------------------------------------------------------------------
      81       Defeasance            No
-------------------------------------------------------------------------------
      82       Defeasance            No
-------------------------------------------------------------------------------
      83       Defeasance            No
-------------------------------------------------------------------------------
      84                             No
-------------------------------------------------------------------------------
      85       Defeasance            Yes          10/1/10           2.00
-------------------------------------------------------------------------------
      86       Defeasance            No
-------------------------------------------------------------------------------
      87       Defeasance            No
-------------------------------------------------------------------------------
      88       Defeasance            No
-------------------------------------------------------------------------------
      89       Defeasance            No
-------------------------------------------------------------------------------
      90       Defeasance            No
-------------------------------------------------------------------------------
      91       Defeasance            No
-------------------------------------------------------------------------------
      92       Defeasance            No
-------------------------------------------------------------------------------
      93                             No
-------------------------------------------------------------------------------
      94       Defeasance            No
-------------------------------------------------------------------------------
      95       Defeasance            No
-------------------------------------------------------------------------------
      96       Defeasance            No
-------------------------------------------------------------------------------
      97       Defeasance            No
-------------------------------------------------------------------------------
      98       Defeasance            No
-------------------------------------------------------------------------------
     98A
-------------------------------------------------------------------------------
     98B
-------------------------------------------------------------------------------
      99       Defeasance            No
-------------------------------------------------------------------------------
     100       Defeasance            No
-------------------------------------------------------------------------------
     101       Defeasance            No
-------------------------------------------------------------------------------
     102       Defeasance            No
-------------------------------------------------------------------------------
     103       Defeasance            No
-------------------------------------------------------------------------------
     104       Defeasance            No
-------------------------------------------------------------------------------
     105       Defeasance            No
-------------------------------------------------------------------------------
     106       Defeasance            No
-------------------------------------------------------------------------------
     107       Defeasance            No
-------------------------------------------------------------------------------
     108       Defeasance            No
-------------------------------------------------------------------------------
     109       Defeasance            No
-------------------------------------------------------------------------------
     110       Defeasance            No
-------------------------------------------------------------------------------

</TABLE>

<PAGE>



<TABLE>
<CAPTION>

   MORTGAGE
     LOAN                                                                               MORTGAGE LOAN
    NUMBER     CROSS COLLATERALIZED (GROUP)            COMMON OWNERSHIP                 SELLER LOAN ID
--------------------------------------------------------------------------------------------------------------
<S>            <C>                                   <C>                               <C>
      1        No                                                                       LG004-AA
--------------------------------------------------------------------------------------------------------------
      2        No                                                                       LG991006004-AA
--------------------------------------------------------------------------------------------------------------
      3        No                                                                       LG991215001-AA
--------------------------------------------------------------------------------------------------------------
      3A                                                                                LG991215001AD-AA
--------------------------------------------------------------------------------------------------------------
      3B                                                                                LG991215001AF-AA
--------------------------------------------------------------------------------------------------------------
      3C                                                                                LG991215001V-AA
--------------------------------------------------------------------------------------------------------------
      3D                                                                                LG991215001R-AA
--------------------------------------------------------------------------------------------------------------
      3E                                                                                LG991215001A-AA
--------------------------------------------------------------------------------------------------------------
      3F                                                                                LG991215001D-AA
--------------------------------------------------------------------------------------------------------------
      3G                                                                                LG991215001H-AA
--------------------------------------------------------------------------------------------------------------
      3H                                                                                LG991215001AE-AA
--------------------------------------------------------------------------------------------------------------
      3I                                                                                LG991215001AI-AA
--------------------------------------------------------------------------------------------------------------
      3J                                                                                LG991215001AH-AA
--------------------------------------------------------------------------------------------------------------
      3K                                                                                LG991215001F-AA
--------------------------------------------------------------------------------------------------------------
      3L                                                                                LG991215001AM-AA
--------------------------------------------------------------------------------------------------------------
      3M                                                                                LG991215001AK-AA
--------------------------------------------------------------------------------------------------------------
      3N                                                                                LG991215001Z-AA
--------------------------------------------------------------------------------------------------------------
      3O                                                                                LG991215001C-AA
--------------------------------------------------------------------------------------------------------------
      3P                                                                                LG991215001Q-AA
--------------------------------------------------------------------------------------------------------------
      3Q                                                                                LG991215001G-AA
--------------------------------------------------------------------------------------------------------------
      3R                                                                                LG991215001M-AA
--------------------------------------------------------------------------------------------------------------
      3S                                                                                LG991215001K-AA
--------------------------------------------------------------------------------------------------------------
      3T                                                                                LG991215001AJ-AA
--------------------------------------------------------------------------------------------------------------
      3U                                                                                LG991215001O-AA
--------------------------------------------------------------------------------------------------------------
      3V                                                                                LG991215001B-AA
--------------------------------------------------------------------------------------------------------------
      3W                                                                                LG991215001AA-AA
--------------------------------------------------------------------------------------------------------------
      3X                                                                                LG991215001AC-AA
--------------------------------------------------------------------------------------------------------------
      3Y                                                                                LG991215001AP-AA
--------------------------------------------------------------------------------------------------------------
      3Z                                                                                LG991215001T-AA
--------------------------------------------------------------------------------------------------------------
     3AA                                                                                LG991215001W-AA
--------------------------------------------------------------------------------------------------------------
     3AB                                                                                LG991215001U-AA
--------------------------------------------------------------------------------------------------------------
     3AC                                                                                LG991215001S-AA
--------------------------------------------------------------------------------------------------------------
     3AD                                                                                LG991215001AO-AA
--------------------------------------------------------------------------------------------------------------
     3AE                                                                                LG991215001AN-AA
--------------------------------------------------------------------------------------------------------------
     3AF                                                                                LG991215001X-AA
--------------------------------------------------------------------------------------------------------------
     3AG                                                                                LG991215001AG-AA
--------------------------------------------------------------------------------------------------------------
     3AH                                                                                LG991215001Y-AA
--------------------------------------------------------------------------------------------------------------
     3AI                                                                                LG991215001AB-AA
--------------------------------------------------------------------------------------------------------------
     3AJ                                                                                LG991215001P-AA
--------------------------------------------------------------------------------------------------------------
     3AK                                                                                LG991215001I-AA
--------------------------------------------------------------------------------------------------------------
     3AL                                                                                LG991215001N-AA
--------------------------------------------------------------------------------------------------------------
     3AM                                                                                LG991215001J-AA
--------------------------------------------------------------------------------------------------------------
     3AN                                                                                LG991215001AL-AA
--------------------------------------------------------------------------------------------------------------
     3AO                                                                                LG991215001E-AA
--------------------------------------------------------------------------------------------------------------
     3AP                                                                                LG991215001L-AA
--------------------------------------------------------------------------------------------------------------
      4        Yes (125 Broad)                        Witkoff Group                     7113
--------------------------------------------------------------------------------------------------------------
      5        No                                                                       10802
--------------------------------------------------------------------------------------------------------------
      6        No                                                                       7015
--------------------------------------------------------------------------------------------------------------
      7        No                                                                       000928001
--------------------------------------------------------------------------------------------------------------
      8        No                                                                       6814
--------------------------------------------------------------------------------------------------------------
      9        No                                                                       990127008
--------------------------------------------------------------------------------------------------------------
      10       No                                                                       6875
--------------------------------------------------------------------------------------------------------------
      11       No                                                                       7147
--------------------------------------------------------------------------------------------------------------
      12       Yes (125 Broad)                        Witkoff Group                     7113B
--------------------------------------------------------------------------------------------------------------
      13       No                                                                       11540
--------------------------------------------------------------------------------------------------------------
      14       No                                                                       7537
--------------------------------------------------------------------------------------------------------------
      15       No                                                                       12124
--------------------------------------------------------------------------------------------------------------
      16       No                                     InSite Real Estate Development    6516
--------------------------------------------------------------------------------------------------------------
      17       No                                                                       000504006
--------------------------------------------------------------------------------------------------------------
      18       No                                                                       000815002
--------------------------------------------------------------------------------------------------------------
      19       No                                                                       7083
--------------------------------------------------------------------------------------------------------------
      20       No                                                                       000215003
--------------------------------------------------------------------------------------------------------------
      21       Yes (Wedge Group)                      Wedge Group                       000612003
--------------------------------------------------------------------------------------------------------------
      22       No                                     Skinner Broadbent                 991007004
--------------------------------------------------------------------------------------------------------------
      23       No                                                                       000426005
--------------------------------------------------------------------------------------------------------------
      24       No                                                                       000413011
--------------------------------------------------------------------------------------------------------------
      25       No                                                                       6639
--------------------------------------------------------------------------------------------------------------
      26       No                                                                       7054
--------------------------------------------------------------------------------------------------------------
      27       No                                     Robert Bond                       7276
--------------------------------------------------------------------------------------------------------------
      28       No                                     Robert Bond                       7275
--------------------------------------------------------------------------------------------------------------
      29       Yes (UrbanAmerica, L.P.)               UrbanAmerica, L.P.                6972
--------------------------------------------------------------------------------------------------------------
      30       No                                                                       7390
--------------------------------------------------------------------------------------------------------------
      31       No                                                                       6223
--------------------------------------------------------------------------------------------------------------
      32       No                                                                       000605004
--------------------------------------------------------------------------------------------------------------
      33       No                                                                       000225002
--------------------------------------------------------------------------------------------------------------
      34       No                                                                       6767
--------------------------------------------------------------------------------------------------------------
      35       No                                                                       000411002
--------------------------------------------------------------------------------------------------------------
      36       No                                                                       11003
--------------------------------------------------------------------------------------------------------------
      37       No                                                                       12215
--------------------------------------------------------------------------------------------------------------
      38       No                                                                       991216002
--------------------------------------------------------------------------------------------------------------
      39       No                                                                       000606003
--------------------------------------------------------------------------------------------------------------
      40       No                                                                       000901004
--------------------------------------------------------------------------------------------------------------
      41       No                                                                       000425002
--------------------------------------------------------------------------------------------------------------
      42       No                                                                       12286
--------------------------------------------------------------------------------------------------------------
      43       No                                                                       7168
--------------------------------------------------------------------------------------------------------------
      44       No                                     Wedge Group                       000612004
--------------------------------------------------------------------------------------------------------------
      45       No                                                                       000905001
--------------------------------------------------------------------------------------------------------------
     45A                                                                                000905001-A
--------------------------------------------------------------------------------------------------------------
     45B                                                                                000905001-B
--------------------------------------------------------------------------------------------------------------
     45C                                                                                000905001-C
--------------------------------------------------------------------------------------------------------------
      46       No                                                                       7170
--------------------------------------------------------------------------------------------------------------
      47       No                                     Skinner Broadbent                 000413001
--------------------------------------------------------------------------------------------------------------
      48       No                                                                       000410013
--------------------------------------------------------------------------------------------------------------
      49       No                                                                       000413017
--------------------------------------------------------------------------------------------------------------
      50       No                                                                       000413014
--------------------------------------------------------------------------------------------------------------
      51       No                                                                       6652
--------------------------------------------------------------------------------------------------------------
     51A                                                                                6652B
--------------------------------------------------------------------------------------------------------------
     51B                                                                                6652A
--------------------------------------------------------------------------------------------------------------
      52       No                                                                       991222003
--------------------------------------------------------------------------------------------------------------
      53       No                                                                       9339
--------------------------------------------------------------------------------------------------------------
      54       No                                                                       000313003
--------------------------------------------------------------------------------------------------------------
      55       No                                                                       000426004
--------------------------------------------------------------------------------------------------------------
      56       No                                     Parnes                            000303001
--------------------------------------------------------------------------------------------------------------
      57       No                                                                       000605012
--------------------------------------------------------------------------------------------------------------
      58       No                                                                       000217007
--------------------------------------------------------------------------------------------------------------
      59       No                                                                       000721005
--------------------------------------------------------------------------------------------------------------
      60       No                                                                       5161
--------------------------------------------------------------------------------------------------------------
      61       No                                                                       12250
--------------------------------------------------------------------------------------------------------------
      62       No                                                                       980428015
--------------------------------------------------------------------------------------------------------------
      63       No                                                                       11759
--------------------------------------------------------------------------------------------------------------
      64       Yes (Wedge Group)                      Wedge Group                       000911004
--------------------------------------------------------------------------------------------------------------
      65       No                                                                       6828
--------------------------------------------------------------------------------------------------------------
      66       No                                                                       000410005
--------------------------------------------------------------------------------------------------------------
      67       No                                                                       6591
--------------------------------------------------------------------------------------------------------------
      68       No                                     Konover                           000405004
--------------------------------------------------------------------------------------------------------------
      69       No                                     Robert Voit                       000427006
--------------------------------------------------------------------------------------------------------------
      70       No                                     Robert Voit                       000427005
--------------------------------------------------------------------------------------------------------------
      71       No                                                                       6152
--------------------------------------------------------------------------------------------------------------
      72       No                                                                       7175
--------------------------------------------------------------------------------------------------------------
      73       Yes (UrbanAmerica, L.P.)               UrbanAmerica, L.P.                6956
--------------------------------------------------------------------------------------------------------------
      74       No                                                                       12111
--------------------------------------------------------------------------------------------------------------
      75       No                                                                       5956
--------------------------------------------------------------------------------------------------------------
     75A                                                                                5956A
--------------------------------------------------------------------------------------------------------------
     75B                                                                                5956B
--------------------------------------------------------------------------------------------------------------
      76       No                                                                       000121005
--------------------------------------------------------------------------------------------------------------
      77       No                                                                       000406004
--------------------------------------------------------------------------------------------------------------
      78       No                                     Turton                            000706005
--------------------------------------------------------------------------------------------------------------
      79       No                                                                       11800
--------------------------------------------------------------------------------------------------------------
      80       No                                                                       7146
--------------------------------------------------------------------------------------------------------------
      81       No                                     InSite Real Estate Development    6524
--------------------------------------------------------------------------------------------------------------
      82       No                                                                       000307004
--------------------------------------------------------------------------------------------------------------
      83       No                                                                       11400
--------------------------------------------------------------------------------------------------------------
      84       No                                                                       000626002
--------------------------------------------------------------------------------------------------------------
      85       No                                                                       11703
--------------------------------------------------------------------------------------------------------------
      86       No                                     Konover                           000412002
--------------------------------------------------------------------------------------------------------------
      87       No                                                                       10122
--------------------------------------------------------------------------------------------------------------
      88       No                                                                       000313010
--------------------------------------------------------------------------------------------------------------
      89       No                                                                       6595
--------------------------------------------------------------------------------------------------------------
      90       No                                                                       5450
--------------------------------------------------------------------------------------------------------------
      91       No                                     Paul Stallings                    7239
--------------------------------------------------------------------------------------------------------------
      92       No                                     Paul Stallings                    7237
--------------------------------------------------------------------------------------------------------------
      93       No                                                                       10505
--------------------------------------------------------------------------------------------------------------
      94       No                                     InSite Real Estate Development    6771
--------------------------------------------------------------------------------------------------------------
      95       No                                                                       5449
--------------------------------------------------------------------------------------------------------------
      96       No                                                                       11938
--------------------------------------------------------------------------------------------------------------
      97       No                                                                       990721016
--------------------------------------------------------------------------------------------------------------
      98       No                                                                       7430
--------------------------------------------------------------------------------------------------------------
     98A                                                                                7430A
--------------------------------------------------------------------------------------------------------------
     98B                                                                                7430B
--------------------------------------------------------------------------------------------------------------
      99       No                                                                       6684
--------------------------------------------------------------------------------------------------------------
     100       No                                                                       000525003
--------------------------------------------------------------------------------------------------------------
     101       No                                                                       12269
--------------------------------------------------------------------------------------------------------------
     102       No                                     Paul Stallings                    7238
--------------------------------------------------------------------------------------------------------------
     103       No                                                                       11174
--------------------------------------------------------------------------------------------------------------
     104       No                                                                       6640
--------------------------------------------------------------------------------------------------------------
     105       No                                     Turton                            000525004
--------------------------------------------------------------------------------------------------------------
     106       No                                                                       6937
--------------------------------------------------------------------------------------------------------------
     107       No                                                                       6910
--------------------------------------------------------------------------------------------------------------
     108       No                                                                       6285
--------------------------------------------------------------------------------------------------------------
     109       No                                     Parnes                            000505004
--------------------------------------------------------------------------------------------------------------
     110       No                                                                       12098
--------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                   SCHEDULE II

                             SCHEDULE OF EXCEPTIONS
                            TO MORTGAGE FILE DELIVERY
<PAGE>



Report Run Date:  December 20, 2000

           LaSalle Bank N.A.
Logo       Asset-Backed Securities
           Trust Services

                              Custodian's Report of
                               COLLATERAL HOLDINGS
                        (Documents With Exceptions Only)


Depositor:         LEHMAN BROTHERS
Pool Name:
Pool Type:        COMM MTG BACKED


Questions concerning information contained in this report should be directed to
the person(s) identified below.

   Collateral Administrator:  Hanna Woo, Trust Officer
        Phone No.:  312-904-0345
        Email Address:  hanna.woo@abnamro.com

   Trust Administrator:  Barbara Marik, Assistant Vice President
        Phone No.:  312-904-7323
        Email Address:  barbara.marik@abnamro.com

Report Parameters:

------------------
Primary Sort:   LaSalle Loan No.
Secondary Sort: LaSalle Loan No.
Report Run By:  Woo
Run Date:       December 20, 2000
Run Time:       16:39

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)



<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BEGIN record for Loan ID:  980504                                                                                    Report XRef#: 1
Loan ID:  980504                                            LOAN INFORMATION
Borrower:  OM-GREENWOOD CC BUSINESS TRUST

Identification Data           Property Data                      Note Data                           Misc. Data
-------------------           -------------                      ---------                           ----------
<S>                           <C>                                <C>                                <C>
                              Property:  GREENWOOD BUILDING      Note Amount:   $2,000,000.00        Counsel:  BATTLE FOWLER
Control Ref:  0093            City, St.:  WATERVLIET, NY         Note Date:     03/20/98
Group:  2000-C5                                                  Maturity:      04/01/01             Misc. Info. #2:  2550 9TH AVE

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                   Additional Document Information (if any)
Document Condition

                  Deficiency/Exception

------------------------------------------------------------------------------------------------------------------------------------
ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                         o PW REAL ESTATE INVESTMENTS, INC. to TRUST
Document is DOCUMENT IS MISSING.

</TABLE>

        Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)
----------------------------------------------------------
END RECORD FOR Loan ID:  980504                (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0174-000                                                                              Report XRef#: 2
Loan ID:  321-0174-000                                       LOAN INFORMATION
Borrower:  TRIPLE M PROPERTIES LLC

Identification Data     Property Data                            Note Data                       Misc. Data
-------------------     -------------                            ---------                       ----------
<S>                     <C>                                      <C>                             <C>
                        Property:  COLODNY PROFESSIONAL PLAZA    Note Amount:   $1,071,000.00    Counsel:  KRONISH LIEB WEINER
Control Ref:  0098      City, St.:  AGOURA HILLS, CA             Note Date:     07/17/00         Misc. Info. #1:  LOS ANGELES COUNTY
Group:  C5                                                       Maturity:      08/11/10         Misc. Info. #2:  5236 COLODNY
                                                                 1st Pmt:       09/11/00

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                             Additional Document Information (if any)
Document Condition
             Deficiency/Exception
------------------------------------------------------------------------------------------------------------------------------------

ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                          o  UBS PRINCIPAL FINANCE LLC to TRUST
Document is DOCUMENT IS MISSING.
</TABLE>

                Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)
---------------------------------------------------------------------
END RECORD FOR Loan ID:  321-0174-000                (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0181-000                                                                         Report XRef#: 3
Loan ID:  321-0181-000                            LOAN INFORMATION
Borrower:  TOP MINI-STORAGE, LP

Identification Data         Property Data                    Note Data                        Misc. Data
-------------------         -------------                    ---------                        ----------
<S>                         <C>                              <C>                              <C>
                            Property:  TOP MINI STORAGE      Note Amount:   $932,000.00       Counsel:  KRONISH LIEB WEINER
Control Ref:  0106          City, St.:  KILLEEN, TX          Note Date:     08/10/00          Misc. Info. #1:  BELL COUNTY, TX
Group:  C5                                                   Maturity:      09/06/10          Misc. Info. #2:  1101 MARTIN L
                                                             1st Pmt:       10/06/00


                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                           Additional Document Information (if any)
Document Condition
              Deficiency/Exception

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

ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                               o UBS PRINCIPAL FINANCE LLC to TRUST
Document is DOCUMENT IS MISSING.

</TABLE>

                           Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)

END RECORD FOR Loan ID:  321-0181-000                       (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0206-000                                                                           Report XRef#: 4
Loan ID:  321-0206-000                               LOAN INFORMATION
Borrower:  STATELINE EQUITY PARTNERS, LLC

Identification Data            Property Data                    Note Data                         Misc. Data
-------------------            -------------                    ---------                         ----------
<S>                            <C>                              <C>                               <C>
                               Property:  STATELINE PLAZA       Note Amount:   $10,280,000.00     Counsel:  SCHULTE ROTH
Control Ref:  0019             City, St.:  MASTER FILE          Note Date:     10/10/00           Misc. Info. #1:  MASTER FILE
Group:  2000-C5                                                 Maturity:      10/11/30           Misc. Info. #2:  PLAISTOW RD
                                                                1st Pmt:       11/11/00


Loan Memo: RE: PROPERTY FILES -              LOCATED IN 321-0206-001 AND 321-0206-002.


                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                              Additional Document Information (if any)
Document Condition
              Deficiency/Exception
------------------------------------------------------------------------------------------------------------------------------------

ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                                o UBS PRINCIPAL FINANCE LLC to TRUST
Document is DOCUMENT IS MISSING.
</TABLE>

              Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)

-------------------------------------------------------------------
END RECORD FOR Loan ID:  321-0206-000                (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0209-000                                                                            Report XRef#: 5
Loan ID:  321-0209-000                                LOAN INFORMATION
Borrower:  LOT 15 CARLSBAD RANCH LLC


Identification Data      Property Data                       Note Data                         Misc. Data
-------------------      -------------                       ---------                         ----------
<S>                      <C>                                 <C>                               <C>
                         Property:  CARLSBAD RANCH           Note Amount:   $6,200,000.00      Counsel:  GIBSON DUNN & CRUTCHER
Control Ref:  0043                    CORPORATE CENTER       Note Date:     10/16/00           Misc. Info. #1:  SAN DIEGO COUNTY
Group:  C5               City, St.:  CARLSBAD, CA            Maturity:      11/11/10           Misc. Info. #2:  5800 ARMADA D
                                                             1st Pmt:       12/11/00

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                            Additional Document Information (if any)
Document Condition
                 Deficiency/Exception
------------------------------------------------------------------------------------------------------------------------------------

ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                          o UBS PRINCIPAL FINANCE LLC to TRUST
Document is DOCUMENT IS MISSING.
</TABLE>
                   Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)
---------------------------------------------------------------------------
END RECORD FOR Loan ID:  321-0209-000                     (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0212-000                                                                           Report XRef#: 6
Loan ID:  321-0212-000                               LOAN INFORMATION
Borrower:  125 BROAD UNIT A LLC


Identification Data        Property Data                           Note Data                        Misc. Data
-------------------        -------------                           ---------                        ----------
<S>                        <C>                                     <C>                              <C>
                           Property:  125 BROAD-UNIT A (SALOMON)   Note Amount:   $55,900,000.00    Counsel:  SCHULTE ROTH
Control Ref:  0004         City, St.:  NEW YORK, NY                Note Date:     10/10/00          Misc. Info. #1:  NEW YORK COUNTY
Group:  C5                                                         Maturity:      10/11/30          Misc. Info. #2:  125 BROAD ST
                                                                   1st Pmt:       11/11/00

Loan Memo:  RE:  UNDERLYING DOCUMENTS-LOCATED IN THIS FILE.

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                           Additional Document Information (if any)
Document Condition
            Deficiency/Exception
------------------------------------------------------------------------------------------------------------------------------------
ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE                                         o  UBS PRINCIPAL FINANCE LLC to TRUST
Document is DOCUMENT IS MISSING."

</TABLE>
               Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)
-----------------------------------------------------------------
END RECORD FOR Loan ID:  321-0212-000             (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0213-000                                                                           Report XRef#: 7
Loan ID:  321-0213-000                                LOAN INFORMATION
Borrower:  125 BROAD UNIT C LLC

Identification Data          Property Data                  Note Data                         Misc. Data
-------------------          -------------                  ---------                         ----------
<S>                          <C>                            <C>                               <C>
                             Property:  125 BROAD-UNIT C    Note Amount:   $22,100,000.00     Counsel:  SCHULTE ROTH
Control Ref:  0012           City, St.:  NEW YORK, NY       Note Date:     10/10/00           Misc. Info. #1:  NEW YORK COUNTY
Group:  C5                                                  Maturity:      10/11/30           Misc. Info. #2:  125 BROAD ST
                                                            1st Pmt:       11/11/00

Loan Memo:  RE:  UNDERLYING DOCUMENTS -LOCATED IN LOAN #321-0212-000.

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                             Additional Document Information (if any)
Document Condition
            Deficiency/Exception
------------------------------------------------------------------------------------------------------------------------------------
ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                          o UBS PRINCIPAL FINANCE LLC to TRUST
Document is DOCUMENT IS MISSING.

</TABLE>

                  Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)
-------------------------------------------------------------------
END RECORD FOR Loan ID:  321-0213-000               (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0214-000                                                                            Report XRef#: 8
Loan ID:  321-0214-000                                 LOAN INFORMATION
Borrower:  HARTZ 707 URBAN RENEWAL ASSOCIATES

Identification Data          Property Data                   Note Data                          Misc. Data
-------------------          -------------                   ---------                          ----------
<S>                          <C>                             <C>                                <C>
                             Property:  707 BROAD STREET     Note Amount:   $48,600,000.00      Counsel:  CADWALADER WICKERSHAM
Control Ref:  0006           City, St.:  NEWARK, NJ          Note Date:     10/13/00            Misc. Info. #1:  ESSEX COUNTY, NJ
Group:  C5                                                   Maturity:      11/11/25            Misc. Info. #2:  707 BROAD ST


Loan Memo:  RE:  DOCUMENT ARRIVAL -ALL DOCUMENTS ARRIVED IN ONE CLOSING BINDER EXCEPT FOR ORIGINAL NOTE WHICH ARRIVED SEPARATELY.

               FULL BORROWER NAMES: HARTZ 707 URBAN RENEWAL ASSOCIATES, L.P. AND HARTZ 707 BROAD LIMITED PARTNERSHIP.

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                          Additional Document Information (if any)
Document Condition
            Deficiency/Exception
------------------------------------------------------------------------------------------------------------------------------------
ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                       o UBS PRINCIPAL FINANCE LLC to TRUST
  Document is COPY - RECORDATION NOT REQUIRED.

</TABLE>
                 Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)
-------------------------------------------------------------------
END RECORD FOR Loan ID:  321-0214-000              (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  321-0228-000                                                                        Report XRef#: 9
Loan ID:  321-0228-000                               LOAN INFORMATION
Borrower:  COOLIDGE CREEKWOOD EQUITIES, LLC

Identification Data            Property Data                     Note Data                       Misc. Data
-------------------            -------------                     ---------                       ----------
<S>                            <C>                               <C>                             <C>
Prev Loan ID:  321-0228-000    Property:  CREEKWOOD APARTMENTS   Note Amount:   $3,810,507.00    Counsel:  COLE SCHOTZ MEISEL FORMAN
Control Ref:  0060             City, St.:  DEL CITY, OK          Note Date:     10/19/00         Misc. Info. #1:  OKLAHOMA COUNTY
Group:  C5                                                       Maturity:      11/11/10         Misc. Info. #2:  5236 SE 29TH
                                                                 1st Pmt:       11/11/00

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                           Additional Document Information (if any)
Document Condition
              Deficiency/Exception
------------------------------------------------------------------------------------------------------------------------------------
ENDORSEMENT TO PROMISSORY NOTE "TO BLANK"                                          o  UBS PRINCIPAL FINANCE LLC to BLANK
  Document is DOCUMENT IS MISSING.
</TABLE>


                    Exception  ----> ORIGINAL DOCUMENT REQUIRED
---------------------------------------------------------------
END RECORD FOR Loan ID:  321-0228-000          (1)

<PAGE>

Issuer/Pool:  1011/442                                      Print Date: 12/20/00

Pool Name:                    CUSTODIAN'S REPORT OF
                              COLLATERAL DOCUMENTS
                              --------------------
                        (Documents With Exceptions Only)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
BEGIN RECORD FOR Loan ID:  442-0002-000                                                                     Report XRef#: 10
Loan ID:  442-0002-000                          LOAN INFORMATION
Borrower:  AARMAX DOWAGIAC, L.L.C.

Identification Data             Property Data                     Note Data                        Misc. Data
-------------------             -------------                     ---------                        ----------
<S>                             <C>                               <C>                              <C>
                                Property:  RITE AID - DOWAGIAC    Note Amount:   $1,725,991.00     Counsel:  ATTORNEY UNKNOWN
Control Ref:  0095              City, St.:  DOWAGIAC, MI          Note Date:     03/30/98          Misc. Info. #1:  CASS COUNTY, MI
Group:  C5                                                        Maturity:      02/01/18          Misc. Info. #2:  102 STATE RD
                                                                  1st Pmt:       05/01/98

                             ***************************************************************************
                                                              DOCUMENTS
                                                          (PARTIAL LISTING)

Document                                                                              Additional Document Information (if any)
Document Condition
           Deficiency/Exception

ENDORSEMENT TO PROMISSORY NOTE "TO TRUSTEE"                                           o  DAIWA FIANANCE CORP. to TRUST
  Document is DOCUMENT IS MISSING.

</TABLE>

          Exception  ----> INCOMPLETE/MISSING ENDORSEMENT(S)
------------------------------------------------------------
END RECORD FOR Loan ID:  442-0002-000          (1)


                     Grand Total Active Original Loan Amount(s): $152,619,498.00
                                   Grand Total of Active Records This Report: 10


<PAGE>

                                  SCHEDULE III

                          EXCEPTIONS TO REPRESENTATIONS
                         AND WARRANTIES OF THE DEPOSITOR

<PAGE>

SCHEDULE III-viii

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
       1         Gallery at Harborplace1                 111 North Calvert St. & 200 East Pratt Street                    Baltimore
<CAPTION>
-------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                               CUT-OFF                   MORTGAGE LOAN
    NUMBER     STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
-------------------------------------------------------------------------------------------------
<C>              <C>         <C>                  <C>                             <C>
       1          MD            21202              60,000,000.00                        LG004-AA
</TABLE>

1    With respect to the parking garage at the Gallery at Harborplace Mortgaged
     Property, the related mortgage is not a first lien on that portion of the
     property.





<PAGE>

SCHEDULE III-xii
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                       CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                          <C>
        1                  Gallery at Harborplace1         111 North Calvert St. & 200 East Pratt Street                  Baltimore
        3                        Amsdel Portfolio2                                               Various                    Various
       3A                           Redwing Circle                                   3831 Redwing Circle                    Decatur
       3B                                 Route 46                                          277 Route 46                 Parsippany
       3C                       North 115th Street                                 11000 N. 115th Street                 Scottsdale
       3D        Matthews Drive/Dillon Road & B.P.                     55 Mathews Drive & 17 Dillon Road                Hilton Head
       3E                                 Baseline                               1238 West Baseline Road                     Rialto
       3F                             Cedar Street                                      171 Cedar Street                   Bradford
       3G                               Engle Road                                       6801 Engle Road         Middleburg Heights
       3H                                 Route 12                                         1501 Route 12                Gales Ferry
       3I                    South Palmetto Avenue                               701 So. Palmetto Avenue                    Ontario
       3J                         South 8th Street                                    1678 S. 8th Street           Fernandina Beach
       3K                       Cottage Grove Road                                522 Cottage Grove Road                 Bloomfield
       3L                         Trade Center Way                                 2349 Trade Center Way                     Naples
       3M                              SR 206 East                                     200 S.R. 206 East              St. Augustine
       3N                         NW 15th Street I                                   5501 NW 15th Street                    Margate
       3O                               Brush Road                                       1500 Brush Road                     Euclid
       3P                    Marshland Road/Archer                    35 Marshland Road & 28 Archer Road                Hilton Head
       3Q                            East Speedway                            3265 E. Speedway Boulevard                     Tucson
       3R                       Lakeland Boulevard                              23640 Lakeland Boulevard                     Euclid
       3S                            Highway 90 II                                        203 Highway 90                   Waveland
       3T                      South Plumer Avenue                                  201 S. Plumer Avenue                     Tucson
       3U                           Lorain Road II                                     24000 Lorain Road             North Olmstead
       3V                         Brecksville Road                                10117 Brecksville Road                Brecksville
       3W                           NW 68th Street                                 7401 N.W. 68th Street                      Miami
       3X                                Pala Road                                       44618 Pala Road                   Temecula
       3Y                  West Streetsboro Street                               70 W. Statesboro Street                     Hudson
       3Z                        Mission Boulevard                                8464 Mission Boulevard                  Riverside
       3AA                       North Dysart Road                                  7028 No. Dysart Road                   Glendale
       3AB                           Murrieta Road                                   27437 Murrieta Road                   Sun City
       3AC                    Maynardville Highway                                6631 Maynardville Pike                  Knoxville
       3AD                        Walker Boulevard                                 4540 Walker Boulevard                  Knoxville
       3AE                            Trinity Road                                      950 Trinity Road                    Raleigh
       3AF                       North Main Street                                2046 North Main Street                Summerville
       3AG                         SE Miami Street                               2601 S. E. Miami Street                     Stuart
       3AH                North Woodland Boulevard                               1805 N. Woodland Avenue                     Deland
       3AI                      Old Cheney Highway                               7200 Old Cheney Highway                    Orlando
       3AJ                          Marilyn Street                                  46148 Marilyn Street                      Indio
       3AK                         Halls Mill Road                                  5363 Halls Mill Road                     Mobile
       3AL                           Linden Avenue                                    1700 Linden Avenue                  Knoxville
       3AM                              Highway 42                                      38247 Highway 42                Prarieville
       3AN                   State Route 741 South                                   4145 State Rt. 741S                      Mason
       3AO                           Center Street                                    1435 Center Street                   Leesburg
       3AP                        Interline Avenue                                 8969 Interline Avenue                Baton Rouge
<CAPTION>
--------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                CUT-OFF                   MORTGAGE LOAN
    NUMBER      STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
--------------------------------------------------------------------------------------------------
<C>               <C>         <C>                  <C>                             <C>
        1            MD            21202              60,000,000.00                        LG004-AA
        3           VAR          Various              60,000,000.00                  LG991215001-AA
       3A            GA            30032                                           LG991215001AD-AA
       3B            NJ             7054                                           LG991215001AF-AA
       3C            AZ            85259                                            LG991215001V-AA
       3D            SC            29926                                            LG991215001R-AA
       3E            CA            92376                                            LG991215001A-AA
       3F            CT             6405                                            LG991215001D-AA
       3G            OH            44130                                            LG991215001H-AA
       3H            CT             6335                                           LG991215001AE-AA
       3I            CA            91762                                           LG991215001AI-AA
       3J            FL            32034                                           LG991215001AH-AA
       3K            CT             6002                                            LG991215001F-AA
       3L            FL            34109                                           LG991215001AM-AA
       3M            FL            32086                                           LG991215001AK-AA
       3N            FL            33063                                            LG991215001Z-AA
       3O            OH            44143                                            LG991215001C-AA
       3P            SC            29926                                            LG991215001Q-AA
       3Q            AZ            85716                                            LG991215001G-AA
       3R            OH            44132                                            LG991215001M-AA
       3S            MS            39576                                            LG991215001K-AA
       3T            AZ            85719                                           LG991215001AJ-AA
       3U            OH            44070                                            LG991215001O-AA
       3V            OH            44141                                            LG991215001B-AA
       3W            FL            33166                                           LG991215001AA-AA
       3X            CA            92592                                           LG991215001AC-AA
       3Y            OH            44236                                           LG991215001AP-AA
       3Z            CA            92509                                            LG991215001T-AA
       3AA           AZ            85307                                            LG991215001W-AA
       3AB           CA            92585                                            LG991215001U-AA
       3AC           TN            37918                                            LG991215001S-AA
       3AD           TN            37917                                           LG991215001AO-AA
       3AE           NC            27607                                           LG991215001AN-AA
       3AF           SC            29483                                            LG991215001X-AA
       3AG           FL            34997                                           LG991215001AG-AA
       3AH           FL            32720                                            LG991215001Y-AA
       3AI           FL            32807                                           LG991215001AB-AA
       3AJ           CA            92201                                            LG991215001P-AA
       3AK           AL            36606                                            LG991215001I-AA
       3AL           TN            37917                                            LG991215001N-AA
       3AM           LA            70769                                            LG991215001J-AA
       3AN           OH            45040                                           LG991215001AL-AA
       3AO           FL            34748                                            LG991215001E-AA
       3AP           LA            70809                                            LG991215001L-AA
</TABLE>

1    With respect to the parking garage at the Gallery at Harborplace Mortgaged
     Property, there is no lender's title insurance policy.

2    With respect to the Amsdell Portfolio Mortrgage Loan, individual mortgages
     on some of the Mortgaged Properties may be capped at their respective
     allocated loan amounts.


<PAGE>

SCHEDULE III-xx
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                     CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                        <C>
       69                          Voit Huntington                           17782-17912 Georgetown Lane               Huntington
       70           Voit Anaheim Industrial Centre                              1500-1580 Harmony Circle                  Anaheim
       97                     Camelback West Plaza                           3601-3633 W. Camelback Road                  Phoenix
<CAPTION>
--------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                CUT-OFF                   MORTGAGE LOAN
    NUMBER      STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
--------------------------------------------------------------------------------------------------
<C>               <C>         <C>                  <C>                             <C>
       69            CA            92647               2,893,630.15                          427006
       70            CA            92801               2,893,448.92                          427005
       97            AZ            85051               1,190,953.07                       990721016

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                      CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                         <C>
       1                    Gallery at Harborplace1        111 North Calvert St. & 200 East Pratt Street                 Baltimore
<CAPTION>
---------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                 CUT-OFF                   MORTGAGE LOAN
    NUMBER       STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
---------------------------------------------------------------------------------------------------
<C>                <C>         <C>                  <C>                             <C>
       1              MD            21202              60,000,000.00                        LG004-AA
</TABLE>

1    With respect to the parking garage at the Gallery at Harborplace Mortgaged
     Property, the related Mortgage Loan is not secured by either a mortgage on
     the fee simple interest or the leasehold estate in the parking garage at
     the property.


<PAGE>

SCHEDULE III-xxvi
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
     33                     Apple Creek Apartments                            1610 East Mckinney Street                       Denton
<CAPTION>
----------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                  CUT-OFF                   MORTGAGE LOAN
    NUMBER        STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
----------------------------------------------------------------------------------------------------
<C>                 <C>         <C>                  <C>                             <C>
     33               TX            76201               7,234,258.90                          225002
</TABLE>


<PAGE>

SCHEDULE III-xxxiii
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
         7                                 Cal Fed 1                          1515 Walnut Grove Avenue                     Rosemead
<CAPTION>
----------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                  CUT-OFF                   MORTGAGE LOAN
    NUMBER        STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
----------------------------------------------------------------------------------------------------
<C>                 <C>         <C>                  <C>                             <C>
         7           CA            91770              34,497,239.61                          928001

</TABLE>
1    The borrower under the Cal Fed Mortgage Loan is required to provide annual
     financial statements regarding itself.


<PAGE>

SCHEDULE III-xxxiv
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
         7                               Cal Fed 1                            1515 Walnut Grove Avenue                     Rosemead
         9         Beverly Hills Club Apartments 1                              19455 N.E. 10th Avenue                        Miami
<CAPTION>
------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                              CUT-OFF                   MORTGAGE LOAN
    NUMBER    STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
------------------------------------------------------------------------------------------------
<C>             <C>         <C>                  <C>                             <C>
         7       CA            91770              34,497,239.61                          928001
         9       FL       33179-3603              33,540,883.98                       990127008

</TABLE>
1    The borrowing entity does not have an independent director.


<PAGE>

SCHEDULE III-xlii
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
        97                    Camelback West Plaza                         3601-3633 W. Camelback Road                      Phoenix
<CAPTION>
---------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                 CUT-OFF                   MORTGAGE LOAN
    NUMBER       STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
---------------------------------------------------------------------------------------------------
<C>                <C>         <C>                  <C>                             <C>
        97          AZ            85051               1,190,953.07                       990721016

</TABLE>

<PAGE>

SCHEDULE III-xlvi

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
         1                 Gallery at Harborplace1        111 North Calvert St. & 200 East Pratt Street                    Baltimore
        88          Adams Market Shopping Center 2                                1353 New Haven Avenue                      Milford
<CAPTION>
---------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                 CUT-OFF                   MORTGAGE LOAN
    NUMBER       STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
---------------------------------------------------------------------------------------------------
<C>                <C>         <C>                  <C>                             <C>
         1           MD            21202              60,000,000.00                        LG004-AA
        88           CT             6460               1,848,808.21                          313010

</TABLE>
1    With respect to the parking garage at the Gallery at Harborplace Mortgaged
     Property, the related Mortgage Loan is not secured by either a mortgage on
     the fee simple interest or the leasehold estate in the parking garage at
     the property.

2    The borrower's interest in the related Mortgaged Property is a leasehold
     interest.


<PAGE>

SCHEDULE III-xlvii
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
        88        Adams Market Shopping Center 1 2                               1353 New Haven Avenue                      Milford
<CAPTION>
-------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                               CUT-OFF                   MORTGAGE LOAN
    NUMBER     STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
-------------------------------------------------------------------------------------------------
<C>              <C>         <C>                  <C>                             <C>
        88        CT             6460               1,848,808.21                          313010
</TABLE>

1    Clause (C) The ground lease does not expressly provide that amendments
     without the mortgagee's consent are not binding on the mortgagee.

2    Clause (I) The ground lease term (not including extension options) extends
     approximately 19 years (September 2026) beyond the stated maturity date of
     the Mortgage Loan (November 2007).


<PAGE>

SCHEDULE III-lvi
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN
    NUMBER                 PROPERTY NAME                                                       ADDRESS                         CITY
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                       <C>                                                            <C>
         4            125 Broad-Unit A (Salomon) 1                                    125 Broad Street                     New York
         7                               Cal Fed 1                            1515 Walnut Grove Avenue                     Rosemead
        12                      125 Broad-Unit C 1                                    125 Broad Street                     New York
<CAPTION>
----------------------------------------------------------------------------------------------------
  MORTGAGE
      LOAN                                                  CUT-OFF                   MORTGAGE LOAN
    NUMBER        STATE         ZIP CODE               DATE BALANCE                  SELLER LOAN ID
----------------------------------------------------------------------------------------------------
<S>                 <C>         <C>                  <C>                             <C>
         4           NY            10017              55,842,006.88                            7113
         7           CA            91770              34,497,239.61                          928001
        12           NY            10017              22,077,072.49                           7113B

1    Affiliates of the Depositor have ownership interests in the related
     borrower.
</TABLE>

<PAGE>

                                   SCHEDULE IV

                            LOAN REMIC MORTGAGE LOAN
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
Mortgage Loan             Property Name          Address                 Cut-off Date           Mortgage Loan
Number                                                                   Balance                Seller ID
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                     <C>                     <C>
90                        Rite Aid - St.         Memorial Drive          $1,817,129.33           5450
                          Johnsbury              (U.S. Route 5), St.
                                                 Johnsbury,
                                                 Vermont 05819
----------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>




                                   EXHIBIT A-1

                  FORM OF CLASS A-1 AND CLASS A-2 CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5

               CLASS [A-1] [A-2] COMMERCIAL MORTGAGE PASS-THROUGH

                           CERTIFICATE, SERIES 2000-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate: ___%                   Initial Certificate Principal Balance of this
                                          Certificate as of the Closing Date:
Date of Pooling Servicing                 $___________
Agreement: December 11, 2000

Cut-off Date: December 11, 2000           Class Principal Balance of all the Class [A-1]
                                          [A-2] Certificates as of the Closing Date:
Closing Date: December 21, 2000           $___________

First Distribution Date: January 18, 2001 Aggregate unpaid principal balance of the
                                          Morgage Pool as of the Cut-off Date, after
Master Servicer:                          deducting payments of principal due on or before
First Union National Bank                 such date (the "Initial Pool Balance"):
                                          $997,179,255

Special Servicer:
Lennar Partners, Inc.

Trustee:                                  Fiscal Agent:
LaSalle Bank National Association         ABN AMRO Bank N.V.

Certificate No.                           CUSIP No.__________
</TABLE>

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LENNAR PARTNERS, INC.,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners Inc. as special servicer
(the "Special Servicer", which term includes any successor entity under the
Agreement), LaSalle Bank National Association as trustee (the "Trustee", which
term includes any successor entity under the Agreement) and ABN AMRO Bank N.V.
as fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day,

                                     A-1-2
<PAGE>

then the 5th Business Day following such 11th calendar day) (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (or, in the case of the first such distribution, at the
close of business on the Closing Date) (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs. All distributions made under the Agreement in respect of
this Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution in respect of this Certificate (determined without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to this Certificate) will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice. Also notwithstanding the foregoing, any
distribution that may be made with respect to this Certificate in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of


                                     A-1-3
<PAGE>

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

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66[  ]% of the Voting Rights allocated to
each of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status

                                     A-1-4
<PAGE>

of REMIC I, REMIC II or REMIC III as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

                                     A-1-5

<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee

                                              By:_______________________________
                                                       Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class [A-1][A-2] Certificates referred to in the
within-mentioned Agreement.

Dated:  ________, ____

                                              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 AND CLASS S CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5

           CLASS [X] [S] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,

                                 SERIES 2000-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                                    <C>
Pass-Through Rate: [Variable][1.60% per annum]         Initial Certificate Notional Amount of this
                                                       Certificate as of the Closing Date
Date of Pooling and Servicing Agreement:               $__________________
December 11, 2000

Cut-off Date: December 11, 2000                        Class Notional Amount of all the Class [X][S]
                                                       Certificates as of the Closing Date:
                                                       $__________________

Closing Date: December 21, 2000

First Distribution Date:                               Aggregate unpaid principal balance of the
January 18, 2001                                       Mortgage Pool as of the Cut-off Date, after
                                                       deducting payments of principal due on or before
Master Servicer:                                       such date (the "Initial Pool Balance"):
First Union National Bank                              $997,179,255

Special Servicer:
Lennar Partners, Inc.

Trustee:                                               Fiscal Agent:
LaSalle Bank National Association                      ABN AMRO Bank N.V.

Certificate No. ______                                 CUSIP No. ______________
</TABLE>


<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LENNAR PARTNERS, INC.,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-2-2
<PAGE>

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Structured Asset Securities Corporation as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
First Union National Bank as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), Lennar Partners, Inc. as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.


                                     A-2-3
<PAGE>

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is to a "qualified institutional buyer" as defined
in Rule 144A under the Securities Act or an "accredited investor" as defined in
any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
or any entity as to which all of the equity owners come within such paragraphs
(each, a "Permitted Transferee") and is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of this Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a transfer of this Certificate by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Book-Entry Certificate, a transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and, upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Permitted Transferee (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject transfer, deliver to the Certificate Registrar one
of the certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject transfer, true and correct. If this
Certificate constitutes a Book-Entry Certificate and a transfer of any interest
herein is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a transfer of any
interest herein by the Depositor, Lehman Brothers Inc. or any of their
respective Affiliates), then the Certificate Owner desiring to effect such
transfer shall be required to obtain either (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached as
Exhibit F-2C to the Agreement or as Exhibit F-2D to the Agreement, or (ii) an
Opinion of Counsel to the effect that such transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Permitted Transferee. If this Certificate constitutes a Book-Entry Certificate
and any Transferee of an interest herein does not, in connection with the
subject




                                     A-2-4
<PAGE>


transfer, deliver to the Transferor the Opinion of Counsel or one of the
certifications described in the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2C or Exhibit F-2D attached to the Agreement are, with
respect to the subject transfer, true and correct. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class of Certificates to which this Certificate belongs, under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of this Certificate or any interest
herein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer sale, pledge or other
disposition of this Certificate or any interest herein shall, and does hereby
agree to, indemnify the Depositor, the underwriters, the Trustee, the Master
Servicer, the Special Servicer, the Fiscal Agent, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
transfer, sale, pledge or other disposition is not exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

                  No transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates or, if this Certificate constitutes a Book-Entry Certificate, any
transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee, and, if this Certificate
constitutes a Book-Entry Certificate related to a Rule 144A/IAI Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, either: (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate or
such interest herein by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections 406 (a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975
(a) and (b) of the Code, under Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) if this Certificate or an interest therein is
being acquired by or on behalf of a Plan in reliance on any of Prohibited
Transaction Exemption 91-14, Prohibited Transaction Exemption 91-21 and
Prohibited Transaction Exemption 97-34, 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

                                     A-2-5

<PAGE>

establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
transfer, deliver to the Certificate Registrar (if this Certificate constitutes
a Definitive Certificate) or the Transferor (if this Certificate constitutes a
Book-Entry Certificate) a certification 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 Section 406 (a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Section
4975 (a) and (b) of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the

                                     A-2-6
<PAGE>


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[ ]% of the Voting
Rights allocated to each of the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. In addition, the Agreement
permits the amendment thereof, in certain circumstances, with rating
confirmation of the ratings on the rated Classes of Certificates and the consent
of the Holders of the unrated Classes of Certificates. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of REMIC I, REMIC II or REMIC III as a REMIC,
without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-2-7
<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 [X] [S] Certificates referred to in the
within-mentioned Agreement.

Dated:  _________, ____

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar

                                              By:______________________________
                                                 Authorized Officer



                                     A-2-8
<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 _________________________________
_________________________________ 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-2-9
<PAGE>

                                   EXHIBIT A-3

  FORM OF CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5

            CLASS [B][C][D][E][F][G] COMMERCIAL MORTGAGE PASS-THROUGH

                           CERTIFICATE, SERIES 2000-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                          <C>
Pass-Through Rate:_________%                 Initial Certificate Principal Balance of this
                                             Certificate as of the Closing Date:
Date of Pooling and Servicing                $_______________________
Agreement: December 11, 2000

Cut-off Date: December 11, 2000              Class Principal Balance of all the Class
                                             [B][C][D][E][F][G] Certificates as of the Closing
                                             Date: $_____________________

Closing Date: December 21, 2000

First Distribution Date:                     Aggregate unpaid principal balance of the
January 18, 2001                             Mortgage Pool as of the Cut-off Date, after
                                             deducting payments of principal due on or before
Master Servicer:                             such date (the "Initial Pool Balance"):
First Union National Bank                    $997,179,255

Special Servicer:
Lennar Partners, Inc.

Trustee:
LaSalle Bank National Association            Fiscal Agent:
                                             ABN AMRO Bank N.V.

Certificate No. ____                         CUSIP No.__________
</TABLE>

<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LENNAR PARTNERS, INC.,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities


                                     A-3-2
<PAGE>

Corporation as depositor (the "Depositor", which term includes any successor
entity under the Agreement), First Union National Bank as master servicer (the
"Master Servicer", which term includes any successor entity under the
Agreement), Lennar Partners, Inc. as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement), LaSalle Bank
National Association as trustee (the "Trustee", which term includes any
successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain




                                     A-3-3
<PAGE>

cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.


                                     A-3-4
<PAGE>


                  The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66[]% of the Voting Rights allocated to
each of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

                                     A-3-5
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee

                                              By: ______________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class [B] [C] [D] [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 ____________________________________________
_____________________ 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, CLASS J,

      CLASS K, CLASS L, CLASS M, CLASS N, CLASS P AND CLASS Q CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5

            CLASS [H] [J] [K] [L] [M] [N] [P] [Q]COMMERCIAL MORTGAGE

                    PASS-THROUGH CERTIFICATE, SERIES 2000-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                     <C>
Pass-Through Rate:____%                  Initial Certificate Principal Balance of this
                                         Certificate as of the Closing Date:
Date of Pooling and Servicing            $__________________
Agreement: December 11, 2000

Cut-off Date: December 11, 2000          Class Principal Balance of all the Class [H][J][K]
                                         [L][M][N][P][Q] Certificates as of the Closing
Closing Date: December 21, 2000          Date:
                                         $___________________
First Distribution Date:
January 18, 2001                         Aggregate unpaid principal balance of the Mortgage
                                         Pool as of the Cut-off Date, after deducting
Master Servicer:                         payments of principal due on or before such date (the
First Union National Bank                "Initial Pool Balance"):
                                         $997,179,255
Special Servicer:
Lennar Partners, Inc.
                                         Fiscal Agent:
Trustee:                                 ABN AMRO Bank N.V.
LaSalle Bank National Association


Certificate No. ____                    CUSIP No. ____________

</TABLE>


<PAGE>


[FOR CLASS H AND CLASS J CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LENNAR PARTNERS, INC.,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

                                     A-4-2
<PAGE>

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[LEGEND FOR REGULATION S TEMPORARY GLOBAL CERTIFICATE: PRIOR TO THE DATE THAT IS
40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE
CERTIFICATES AND (B) DECEMBER 21, 2000 (THE "RELEASE DATE"), THIS CERTIFICATE
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES
OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.]

                  This certifies that _____________________________________ is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the principal balance of this Certificate (its
"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Structured Asset Securities Corporation as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), First Union National Bank as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners
Inc. as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as


                                     A-4-3
<PAGE>

well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is to a "qualified institutional buyer" as defined
in Rule 144A under the Securities Act or an "accredited investor" as defined in
any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
or any entity as to which all of the equity owners come within such paragraphs
(each, a "Permitted Transferee") and is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of this Certificate by the


                                     A-4-4
<PAGE>

Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Book-Entry Certificate, a transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and, upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Permitted Transferee (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject transfer, deliver to the Certificate Registrar one
of the certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject transfer, true and correct.

                  If this Certificate constitutes a Book-Entry Certificate
related to a Rule 144A/IAI Global Certificate and a transfer of any interest
herein is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a transfer of any
interest herein by the Depositor, Lehman Brothers Inc. or any of their
respective Affiliates), then the Certificate Owner desiring to effect such
transfer shall be required to obtain either (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached as
Exhibit F-2C to the Agreement or as Exhibit F-2D to the Agreement, or (ii) an
Opinion of Counsel to the effect that such transfer may be made without
registration under the Securities Act and that the prospective Transferee is a
Permitted Transferee. Any interest in a Rule 144A/IAI Global Certificate may not
be transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A/IAI Global Certificate. If this Certificate
constitutes a Book-Entry Certificate and any Transferee of an interest herein
does not, in connection with the subject transfer, deliver to the Transferor the
Opinion of Counsel or one of the certifications described in the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2C or Exhibit F-2D
attached to the Agreement are, with respect to the subject transfer, true and
correct.

                  [FOR REGULATION S GLOBAL CERTIFICATES IN RESPECT OF THE CLASS
H OR CLASS J CERTIFICATES ONLY: Notwithstanding the preceding paragraph, any
interest in a Rule 144A/IAI Global Certificate may be transferred (without
delivery of any certificate or Opinion of Counsel described in clauses (i) and
(ii) of the preceding paragraph) by the Depositor or any Affiliate of the
Depositor to any Person who takes delivery in the form of a beneficial interest
in the Regulation S Global Certificate of the same Class as such Rule 144A/IAI
Global Certificate upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in the related Rule
144A/IAI Global Certificate, and credit the account of a Depository Participant
by a denomination of interests in the related Regulation S Temporary Certificate
(if the transfer occurs on or prior to the Release Date or a denomination of
interests in the related the Regulation S Permanent Global Certificate (if the
transfer occurs after the Release Date), that (in each case) is equal to the
denomination of beneficial interests in such Class to be transferred. Upon

                                     A-4-5
<PAGE>

delivery to the Certificate Registrar of such certification and orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, will reduce the denomination of the related Rule
144A/IAI Global Certificate, and increase the denomination of the related
Regulation S Temporary Certificate (if the transfer occurs on or prior to the
Release Date) or the denomination of the related Regulation S Permanent Global
Certificate (if the transfer occurs after the Release Date), by the denomination
of the beneficial interest in such Class specified in such orders and
instructions.

                  If this Certificate constitutes a Regulation S Temporary
Certificate, then, on and prior to the Release Date, beneficial interests in
this Certificate may not be transferred to any Person who takes delivery other
than in the form of a beneficial interest in this Certificate, and the
Certificate Owner desiring to effect such transfer will be required to obtain
from such Certificate Owner's prospective Transferee a Regulation S Certificate.
Not earlier than the Release Date, beneficial interests in any Regulation S
Temporary Global Certificate will be exchangeable for beneficial interests in
the Regulation S Permanent Global Certificate for such Class. Beneficial
interests in any Regulation S Temporary Global Certificate may be held only
through Euroclear or Clearstream. The Regulation S Permanent Global Certificates
will be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.]

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer sale, pledge or other disposition of this Certificate or any interest
herein shall, and does hereby agree to, indemnify the Depositor, the
underwriters, the Trustee, the Master Servicer, the Special Servicer, the Fiscal
Agent, the Certificate Registrar and their respective Affiliates against any
liability that may result if such transfer, sale, pledge or other disposition is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

                  No transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates or, if this Certificate constitutes a Book-Entry Certificate, any
transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee, and, if this Certificate
constitutes a Book-Entry Certificate related to a Rule 144A/IAI Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, either: (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate or
such interest 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

                                     A-4-6
<PAGE>

Sections 4975 (a) and (b) of the Code, under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee or such Certificate Owner, as the case may be, that such transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject transfer, deliver to the Certificate Registrar (if
this Certificate constitutes a Definitive Certificate) or the Transferor (if
this Certificate constitutes a Book-Entry Certificate) a certification and/or
Opinion of Counsel as required by the preceding sentence, then such Transferee
shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406 (a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975
(a) and (b) of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  [FOR CLASS H AND CLASS J CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.]

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                  The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                                     A-4-7
<PAGE>

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66[  ]% of the Voting Rights allocated to
each of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-4-8
<PAGE>


     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee

                                              By:_______________________________
                                                       Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class [H] [J] [K] [L] [M] [N] [P] [Q] 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__________________________________
________________________________ the account of _______________________________
____________________________________________.

                  Distributions made by check (such check to be made payable to
_____________________________) and all applicable statements and notices should
be mailed to___________________________________________________________________.

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________________, as
its agent.

                                     A-4-10
<PAGE>


                                   EXHIBIT A-5

           FORM OF CLASS R-I, CLASS R-II AND CLASS R-III CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5

                  CLASS [R-I][R-II][R-III] COMMERCIAL MORTGAGE

                    PASS-THROUGH CERTIFICATE, SERIES 2000-C5

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                           <C>
Date of Pooling and Servicing                Percentage Interest evidenced by this
Agreement: December 11, 2000                 Certificate in the related Class:___%

Cut-off Date: December 11, 2000

Closing Date: December 21, 2000              Aggregate unpaid principal balance of the
                                             Mortgage Pool as of the Cut-off Date, after
First Distribution Date:                     deducting payments of principal due on or
January 18, 2001                             before such date (the "Initial Pool Balance"):
                                             $997,179,255
Master Servicer:
First Union National Bank

Special Servicer:
Lennar Partners, Inc.

Trustee:
LaSalle Bank National Association            Fiscal Agent:
                                             ABN AMRO Bank N.V.
</TABLE>

Certificate No.___

<PAGE>


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LENNAR PARTNERS, INC.,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

                  This certifies that________________________________________ is
the registered owner of the Percentage Interest evidenced by this Certificate
(as specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the


                                     A-5-2
<PAGE>

Agreement), First Union National Bank as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners,
Inc. as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a


                                     A-5-3
<PAGE>

written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer, sale, pledge or other disposition of this
Certificate or any interest herein shall be made unless that transfer, sale,
pledge or other disposition is to a "qualified institutional buyer" as defined
in Rule 144A under the Securities Act (a "QIB") or an "accredited investor" as
defined in any paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity as to which all the equity owners come within such
paragraphs (an "IAI") and is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. If a transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of this Certificate by the Depositor,
Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Registrar shall refuse to register such transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
transfer may be made without registration under the Securities Act and that the
prospective Transferee is a QIB or an IAI (which Opinion of Counsel shall not be
an expense of the Trust Fund or of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2A or Exhibit F-2B
attached to the Agreement are, with respect to the subject transfer, true and
correct. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder desiring to effect a transfer sale, pledge
or other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, the underwriters, the Trustee, the
Master Servicer, the Special Servicer, the Certificate Registrar and their
respective Affiliates against any liability that may result if such transfer,
sale, pledge or other disposition is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

                  No transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the



                                     A-5-4
<PAGE>

Certificates or any transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406 (a) and (b)
and 407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975 (a) and (b) of the Code, under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee that such transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject transfer,
deliver to the Certificate Registrar a certification and/or Opinion of Counsel
as required by the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of this Certificate or such interest
herein by such Transferee is exempt from the prohibited transaction provisions
of Sections 406 (a) and (b) and 407 of ERISA and the excise taxes imposed on
such prohibited transactions by Sections 4975 (a) and (b) of the Code.

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
to negotiate the terms of any mandatory disposition and to execute all
instruments of transfer and to do all other things necessary in connection with
any such disposition. Each Person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee and shall promptly notify the
Trustee and the Tax Administrator of any change or impending change in its
status as a Permitted Transferee. In connection with any proposed transfer of
any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit H-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, representing and warranting, among other things,
that such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee. In addition,
the Certificate Registrar shall not register the transfer of an Ownership
Interest in this Certificate to any entity classified as a partnership under the
Code unless at the time of transfer, all of its beneficial owners are United
States Persons.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest herein unless it


                                     A-5-5
<PAGE>

provides to the Certificate Registrar a certificate substantially in the form
attached as Exhibit H-2 to the Agreement stating that, among other things, it
has no actual knowledge that such other Person is not a Permitted Transferee.
Each Person holding or acquiring an Ownership Interest in this Certificate, by
purchasing such Ownership Interest herein, agrees to give the Trustee and the
Tax Administrator written notice that it is a "pass-through interest holder"
within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee and the Tax Administrator the following: (a) written notification
from each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause REMIC I, REMIC II or REMIC III
to (A) cease to qualify as a REMIC or (B) be subject to an entity-level tax
caused by the Transfer of a Residual Interest Certificate to a Person which is
not a Permitted Transferee, or (ii) cause a Person other than the prospective
Transferee to be subject to a REMIC-related tax caused by the Transfer of a
Residual Interest Certificate to a Person that is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee that is not a
Disqualified Organization, any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, a
Disqualified Non-United States Tax Person or a Disqualified Partnership.

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

                  A "Disqualified Non-United States Tax Person" is, with respect
to any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulation Section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulation Section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Interest Certificate to it is in accordance with the
requirements of the Code

                                     A-5-6
<PAGE>

and the regulations promulgated thereunder and (y) such Transfer of such
Residual Interest Certificate will not be disregarded for United States federal
income tax purposes.

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

                  A "Non-United States Tax Person" is any Person other than a
United States Tax Person. A "United States Tax Person" is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof, or an estate whose income from sources without the United
States is includable in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is able
to exercise supervision over the administration of the trust and one or more
United States persons have the authority to control all substantial decisions of
the trust, all within the meaning of Section 7701(a)(30) of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the

                                     A-5-7
<PAGE>

Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66[  ]% of the Voting Rights allocated to each of the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. In addition, the Agreement permits the amendment thereof, in
certain circumstances, with rating confirmation of the ratings on the rated
Classes of Certificates and the consent of the Holders of the unrated Classes of
Certificates. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-5-8

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee

                                              By:_______________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [R-I] [R-II] [R-III] Certificates
referred to in the within-mentioned Agreement.

Dated:  __________, ____

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar

                                              By:______________________________
                                                       Authorized Officer



                                     A-5-9

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address:___________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


Dated:


                                 _______________________________________________
                                 Signature by or on behalf of Assignor


                                 _______________________________________________
                                 Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to
__________________________________________________________________ the account
of ___________________________________________________________________________.

                  Distributions made by check (such check to be made payable to
______________________________) and all applicable statements and notices should
be mailed to _______________________________________________.

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________________, as
its agent.


                                     A-5-10

<PAGE>




                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT
<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                   STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                              FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
135 S. LaSalle Street   Suite 1625              LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
Chicago, IL   60603                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                             SERIES 2000-C5                              Record Date:
                                                       ABN AMRO ACCT: XX-XXXX-XX-X
Administrator:                                                                                           Analyst:
                                                   REPORTING PACKAGE TABLE OF CONTENTS
====================================================================================================================================
<S>                                     <C>                                                   <C>
======================================  ====================================================  ======================================
                                                                                     Page(s)
Issue Id:                               REMIC Certificate Report                              Closing Date:
ASAP#:                             508  Bond Interest Reconciliation                          First Payment Date:
Monthly Data File Name:                 Cash Reconciliation Summary                           Assumed Final Payment Date:
                                        15 Month Historical Loan Status Summary
======================================  15 Month Historical Payoff/Loss Summary               ======================================
                                        Historical Collateral Level Prepayment Report
                                        Delinquent Loan Detail
                                        Mortgage Loan Characteristics
                                        Loan Level Detail
                                        Specially Serviced Report
                                        Modified Loan Detail
                                        Realized Loss Detail
                                        Appraisal Reduction Detail

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

                    =============================================================================================
                                                         CONTACT INFORMATION
                    ---------------------------------------------------------------------------------------------
                                                               ISSUER:
                                                             DEPOSITOR:
                                                            UNDERWRITER:
                                                          MASTER SERVICER:
                                                           RATING AGENCY:
                    =============================================================================================

                                 ==================================================================
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                                 ------------------------------------------------------------------
                                     LaSalle Web Site                            www.lnbabs.com
                                     Servicer Website
                                     LaSalle Bulletin Board                      (714) 282-3990
                                     LaSalle "ASAP" Fax Back System              (714) 282-5518
                                     LaSalle Factor Line                         (800) 246-5761
                                 ==================================================================

====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                   STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                              FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                                LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
WAC:                                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
WA Life Term:                                                SERIES 2000-C5                              Record Date:
WA Amort Term:                                         ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Next Index:
====================================================================================================================================
            ORIGINAL       OPENING    PRINCIPAL     PRINCIPAL      NEGATIVE      CLOSING     INTEREST     INTEREST     PASS-THROUGH
CLASS    FACE VALUE (1)    BALANCE     PAYMENT    ADJ. OR LOSS   AMORTIZATION    BALANCE      PAYMENT    ADJUSTMENT      RATE (2)
CUSIP       Per 1,000     Per 1,000   Per 1,000     Per 1,000     Per 1,000     Per 1,000    Per 1,000   Per 1,000     Next Rate (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>           <C>         <C>           <C>           <C>           <C>          <C>         <C>           <C>
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
               0.00          0.00        0.00          0.00          0.00          0.00         0.00        0.00
====================================================================================================================================
                                                                      Total P&I Payment         0.00
                                                                      ==============================

Notes:  (1) N denotes notional balance not included in total
        (2) Interest Paid minus Interest Adjustment minus Deferred Interest equals Accrual
        (3) Estimated

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    BOND INTEREST RECONCILIATION

===============================================================================================================================
                                                 Deductions                               Additions
                                   -----------------------------------------  ---------------------------------
          Accrual       Accrued                 Add.    Deferred &               Prior     Prepay-     Other     Distributable
       -------------  Certificate  Allocable    Trust    Accretion  Interest  Int. Short-   ment     Interest     Certificate
Class  Method  Days    Interest      PPIS    Expense(1)  Interest    Losses    falls Due  Penalties Proceeds(2)    Interest
-------------------------------------------------------------------------------------------------------------------------------
<S>    <C>     <C>     <C>           <C>     <C>         <C>         <C>       <C>        <C>       <C>            <C>
-------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------------------------
                         0.00        0.00       0.00       0.00       0.00        0.00      0.00       0.00          0.00
===============================================================================================================================

<CAPTION>
======================  ======================

            Remaining
 Interest  Outstanding       Credit Support
 Payment    Interest      --------------------
  Amount   Shortfalls     Original  Current(3)
----------------------  ----------------------
<S>        <C>            <C>       <C>

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

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

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

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

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

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

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

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

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

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

----------------------  ----------------------
   0.00       0.00
======================  ======================

(1) Additional Trust Expenses are fees allocated directly to the bond resulting in a deduction to accrued interest and not carried
    as an outstanding shortfall.
(2) Other Interest Proceeds include default interest, PPIE and Recoveries of Interest.
(3) Determined as follows:  (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class
    and (ii) the ending balance of all classes which are not subordinate to the class divided by (A).

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                 STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                              LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                           SERIES 2000-C5                              Record Date:
                                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                                     CASH RECONCILIATION SUMMARY

====================================================================================================================================
<S>                                          <C>                                          <C>
-------------------------------------------  -------------------------------------------  ------------------------------------------
       INTEREST SUMMARY                            SERVICING FEE SUMMARY                         PRINCIPAL SUMMARY
-------------------------------------------  -------------------------------------------  ------------------------------------------

Current Scheduled Interest                   Current Servicing Fees                       SCHEDULED PRINCIPAL:
Less Deferred Interest                       Plus Fees Advanced for PPIS                  Current Scheduled Principal
Plus Advance Interest                        Less Reduction for PPIS                      Advanced Scheduled Principal
Plus Unscheduled Interest                    Plus Unscheduled Servicing Fees              ------------------------------------------
PPIS Reducing Scheduled Interest             -------------------------------------------  Scheduled Principal Distribution
Less Total Fees Paid  To Servicer            Total Servicing Fees Paid                    ------------------------------------------
Plus Fees Advanced for PPIS                  -------------------------------------------  UNSCHEDULED PRINCIPAL:
Less Fee Strips Paid by Servicer                                                          Curtailments
Less Misc. Fees & Expenses                   -------------------------------------------  Prepayments in Full
Less Non Recoverable Advances                           PPIS SUMMARY                      Liquidation Proceeds
-------------------------------------------  -------------------------------------------  Repurchase Proceeds
Interest Due Trust                                                                        Other Principal Proceeds
-------------------------------------------  Gross PPIS                                   ------------------------------------------
Less Trustee Fee                             Reduced by PPIE                              Unscheduled Principal Distribution
Less Fee Strips Paid by Trust                Reduced by Shortfalls in Fees                ------------------------------------------
Less Misc. Fees Paid by Trust                Reduced by Other Amounts                     Remittance Principal
-------------------------------------------  -------------------------------------------  ------------------------------------------
Remittance Interest                          PPIS Reducing Scheduled Interest
-------------------------------------------  -------------------------------------------  ------------------------------------------
                                             PPIS Reducing Servicing Fee                  Servicer Wire Amount
                                             -------------------------------------------  ------------------------------------------
                                             PPIS Due Certificate
                                             -------------------------------------------
                                     ----------------------------------------------------------
                                            POOL BALANCE SUMMARY
                                     ----------------------------------------------------------
                                                                           Balance      Count
                                     ----------------------------------------------------------
                                     Beginning Pool
                                     Scheduled Principal Distribution
                                     Unscheduled Principal Distribution
                                     Deferred Interest
                                     Liquidations
                                     Repurchases
                                     Ending Pool
                                     ----------------------------------------------------------

               -------------------------------------------------------------------------------------------------------
                                                               ADVANCES
                                                               --------
                 PRIOR OUTSTANDING            CURRENT PERIOD               RECOVERED              ENDING OUTSTANDING
               Principal     Interest     Principal     Interest     Principal     Interest     Principal     Interest
               -------------------------------------------------------------------------------------------------------



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

====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY

============   =============================================================================   =====================================
                                        Delinquency Aging Categories                                 Special Event Categories (1)
               -----------------------------------------------------------------------------   -------------------------------------
                                                                                                               Specially
               Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months   Foreclosure       REO       Modifications   Serviced   Bankruptcy
Distribution   -----------------------------------------------------------------------------   -------------------------------------
    Date       #      Balance  #      Balance   #       Balance  #      Balance  #   Balance   #     Balance  #  Balance  #  Balance
============   =============================================================================   =====================================
<S>            <C>    <C>      <C>    <C>       <C>     <C>      <C>    <C>      <C> <C>       <C>   <C>      <C> <C>     <C> <C>

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

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

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

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

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

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

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

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

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

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

      (1) Note: Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

============  ==================================================================================  ==================================
                                                          Appraisal                    Realized
               Ending Pool (1)  Payoffs (2)  Penalties   Reduct. (2) Liquidations (2) Losses (2)  Remaining Term  Curr Weighted Avg.
Distribution  ----------------------------------------------------------------------------------  ----------------------------------
   Date        #       Balance  #   Balance  #  Amount   #   Balance  #      Balance  #   Amount   Life    Amort.  Coupon     Remit
============  ==================================================================================  ==================================
<S>            <C>     <C>      <C> <C>      <C> <C>     <C> <C>      <C>    <C>      <C> <C>      <C>     <C>     <C>        <C>
------------  ----------------------------------------------------------------------------------  ----------------------------------

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

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

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

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

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

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

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

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

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

                 (1) Percentage based on pool as of cutoff. (2) Percentage based on pool as of beginning of period.

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                            HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT

========================  ==============================  ====================  ===============  =============================
                                                                                                       Remaining Term
Disclosure  Distribution  Initial        Payoff  Penalty  Prepayment  Maturity  Property              ------------------  Note
 Control #     Date       Balance  Code  Amount   Amount     Date       Date      Type    State  DSCR   Life     Amort.   Rate
========================  ==============================  ====================  ===============  =============================
<S>            <C>        <C>      <C>   <C>      <C>        <C>        <C>       <C>     <C>    <C>    <C>      <C>      <C>
------------------------  ------------------------------  --------------------  ---------------  -----------------------------

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

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

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

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

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

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

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

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

========================  ==============================  ====================  ===============  =============================
                          CUMULATIVE        0       0
                                         ===============

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                       DELINQUENT LOAN DETAIL

===============================================================================================================================
                  Paid               Outstanding  Out. Property                     Special
 Disclosure Doc   Thru  Current P&I      P&I        Protection       Advance       Servicer     Foreclosure  Bankruptcy    REO
   Control #      Date    Advance     Advances**     Advances    Description (1) Transfer Date      Date        Date       Date
===============================================================================================================================
<S>               <C>     <C>         <C>            <C>         <C>             <C>                <C>         <C>        <C>




















===============================================================================================================================
A.  P&I Advance - Loan in Grace Period                                1.  P&I Advance - Loan delinquent 1 month
B.  P&I Advance - Late Payment but (less than) one month delinq       2.  P&I Advance - Loan delinquent 2 months
                                                                      3.  P&I Advance - Loan delinquent 3 months or More
                                                                      4.  Matured Balloon/Assumed Scheduled Payment
===============================================================================================================================
**  Outstanding P&I Advances include the current period P&I Advance

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS

<S>                                                                <C>
               DISTRIBUTION OF PRINCIPAL BALANCES                               DISTRIBUTION OF MORTGAGE INTEREST RATES
=================================================================  =================================================================
                                                Weighted Average                                                   Weighted Average
 Current Scheduled   # of  Scheduled   % of    ------------------  Current Mortgage     # of  Scheduled   % of    ------------------
     Balances       Loans   Balance   Balance  Term  Coupon  DSCR   Interest Rate      Loans   Balance   Balance  Term  Coupon  DSCR
=================================================================  =================================================================








                                                                   =================================================================
                                                                                         0         0      0.00%
=================================================================  =================================================================
                      0         0      0.00%                       Minimum Mortgage Interest Rate     10.0000%
=================================================================  Maximum Mortgage Interest Rate     10.0000%
Average Scheduled Balance
Maximum  Scheduled Balance                                                     DISTRIBUTION OF REMAINING TERM (BALLOON)
Minimum  Scheduled Balance                                         =================================================================
                                                                                                                   Weighted Average
        DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)             Balloon           # of  Scheduled   % of    ------------------
=================================================================  Mortgage Loans      Loans   Balance   Balance  Term  Coupon  DSCR
                                                Weighted Average   =================================================================
Fully Amortizing     # of  Scheduled   % of    ------------------     0 to  60
 Mortgage Loans     Loans   Balance   Balance  Term  Coupon  DSCR    61 to 120
=================================================================   121 to 180
                                                                    181 to 240
                                                                    241 to 360



=================================================================  =================================================================
                      0         0      0.00%                                             0         0      0.00%
=================================================================  =================================================================
                                   Minimum Remaining Term          Minimum Remaining Term       0
                                   Maximum Remaining Term          Maximum Remaining Term       0

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS

<S>                                                                <C>
                 DISTRIBUTION OF DSCR (CURRENT)                                         GEOGRAPHIC DISTRIBUTION
=================================================================  =================================================================
   Debt Service     # of   Scheduled    % of                                           # of   Scheduled    % of
  Coverage Ratio   Loans    Balance    Balance  WAMM   WAC   DSCR        State        Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================





=================================================================
                     0         0        0.00%
=================================================================
Maximum  DSCR
Minimum  DSCR

                  DISTRIBUTION OF DSCR (CUTOFF)
=================================================================
   Debt Service     # of   Scheduled    % of
  Coverage Ratio   Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================





=================================================================  =================================================================
                     0         0        0.00%                                           0                  0.00%
=================================================================  =================================================================
Maximum  DSCR               0.00
Minimum  DSCR               0.00

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    MORTGAGE LOAN CHARACTERISTICS

<S>                                                                <C>
                 DISTRIBUTION OF PROPERTY TYPES                                     DISTRIBUTION OF LOAN SEASONING
=================================================================  =================================================================
                    # of   Scheduled    % of                                           # of   Scheduled    % of
  Property Types   Loans    Balance    Balance  WAMM   WAC   DSCR  Number of Years    Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================












=================================================================  =================================================================
                     0         0        0.00%                                           0         0        0.00%
=================================================================  =================================================================

                DISTRIBUTION OF AMORTIZATION TYPE                                 DISTRIBUTION OF YEAR LOANS MATURING
=================================================================  =================================================================
Current Scheduled   # of   Scheduled    % of                                           # of   Scheduled    % of
    Balances       Loans    Balance    Balance  WAMM   WAC   DSCR          Year       Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================
                                                                           1998
                                                                           1999
                                                                           2000
                                                                           2001
                                                                           2002
                                                                           2003
                                                                           2004
                                                                           2005
                                                                           2006
                                                                           2007
                                                                           2008
                                                                       2009 & Longer
=================================================================  =================================================================
                                                                                        0         0        0.00%
=================================================================  =================================================================

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                          LOAN LEVEL DETAIL

==============================================================================================================================
                                                   Operating               Ending                               Spec.
Disclosure         Property                        Statement   Maturity   Principal   Note   Scheduled   Mod.   Serv    ASER
 Control #   Grp     Type     State   DSCR   NOI     Date        Date      Balance    Rate      P&I      Flag   Flag    Flag
==============================================================================================================================
<S>          <C>     <C>      <C>     <C>    <C>     <C>         <C>       <C>        <C>       <C>      <C>    <C>     <C>










==============================================================================================================================
                              W/Avg   0.00    0                               0                  0
==============================================================================================================================

<CAPTION>
====================================
  Loan             Prepayment
 Status    -------------------------
 Code(1)   Amount   Penalty   Date
====================================
<S>        <C>      <C>       <C>










====================================
              0         0
====================================

*   NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information
    obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology
    used to determine such figures.

------------------------------------------------------------------------------------------------------------------------------------
(1)   Legend:   A.  P&I Adv -  in Grace Period                   1. P&I Adv -  delinquent 1 month       7. Foreclosure
                B.  P&I Adv -  (less than) one month delinq      2. P&I Adv -  delinquent 2 months      8. Bankruptcy
                                                                 3. P&I Adv -  delinquent 3+ months     9. REO
                                                                 4. Mat. Balloon/Assumed  P&I          10. DPO
                                                                 5. Prepaid in Full                    11. Modification
                                                                 6. Specially  Serviced
====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                              SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

=====================  ===================  =================================  ================================  ================
                             Balance                          Remaining Term
Disclosure  Transfer    -----------------    Note   Maturity  --------------           Property                              NOI
Control #     Date      Scheduled  Actual    Rate     Date     Life   Amort.             Type            State    NOI  DSCR  Date
=====================  ===================  =================================  ================================  ================
<S>           <C>       <C>        <C>       <C>      <C>      <C>    <C>                <C>             <C>      <C>  <C>   <C>




















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

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS

====================================================================================================================================
   Disclosure             Resolution
   Control #               Strategy                                              Comments
====================================================================================================================================
<S>                        <C>                                                   <C>





























====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        MODIFIED LOAN DETAIL

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

 Disclosure   Modification      Modification                                          Modification
  Control #      Date               Code                                              Description
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>                                               <C>
























====================================================================================================================================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                  STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                             FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                               LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                            SERIES 2000-C5                              Record Date:
                                                      ABN AMRO ACCT: XX-XXXX-XX-X

                                                          REALIZED LOSS DETAIL

====================================================================================================================================
                                                Beginning            Gross Proceeds  Aggregate       Net      Net Proceeds
Distribution  Disclosure  Appraisal  Appraisal  Scheduled  Gross      as a % of     Liquidation  Liquidation   as a % of    Realized
   Period     Control #     Date       Value     Balance  Proceeds  Sched Principal  Expenses *   Proceeds   Sched. Balance   Loss
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>        <C>       <C>      <C>       <C>              <C>          <C>        <C>              <C>

























------------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL                                      0.00     0.00                        0.00         0.00                     0.00
CUMULATIVE                                         0.00     0.00                        0.00         0.00                     0.00
====================================================================================================================================

     * Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.

11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Statement Date:
LaSalle Bank N.A.                           FIRST UNION NATIONAL BANK, MASTER SERVICER                Payment Date:
                                             LB-UBS COMMERCIAL MORTGAGE TRUST 2000-C5                 Prior Payment:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                                          SERIES 2000-C5                              Record Date:
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                     APPRAISAL REDUCTION DETAIL

======================  ========================  ======================================  ================  ======  ================
                                                                       Remaining Term                                   Appraisal
Disclosure  Appraisal   Scheduled    Reduction      Note    Maturity   ---------------    Property                   ---------------
 Control #  Red. Date    Balance      Amount        Rate      Date     Life      Amort.     Type    State    DSCR     Value    Date
----------------------  ------------------------  --------------------------------------  ----------------  ------  ----------------
<S>         <C>          <C>          <C>           <C>       <C>      <C>       <C>        <C>     <C>      <C>      <C>      <C>



























======================  ========================  ======================================  ================  ======  ================
11/17/2000 - 15:26 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.
</TABLE>


                                     A-5-11
<PAGE>

                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

To the parties listed on the attached Schedule A

    Re:     LB-UBS Commercial Mortgage Trust 2000-C5
            Commercial Mortgage Pass Through Certificates, Series 2000-C5 (the
            "Certificates")

Ladies and Gentlemen:

         Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of December 11, 2000, 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) and (viii) (without regard to the second parenthetical in such clause
(viii)) of the definition of "Mortgage File" are in its possession or the
possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Agreement has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage
Loan Schedule" accurately reflects the information set forth in the Mortgage
File.

         Neither the Trustee nor any Custodian is under any duty or obligation
to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.


<PAGE>


         Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                             Respectfully,

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee

                                             By:_______________________________

                                             Name:_____________________________

                                             Title:____________________________












                                       2
<PAGE>

                                   Schedule A

First Union National Bank
8739 Research Drive -URP4
Charlotte, North Carolina 20288
Attn:  LB-UBS Commercial Mortgage Trust 2000-C5

Lennar Partners Inc.
760 NW 107th Avenue, Suite 400
Miami, Florida 33172
Attn:  LB-UBS Commercial Mortgage Trust 2000-C5

Structured Asset Securities Corporation
200 Vesey Street
New York, New York  10285
Attn: LB-UBS Commercial Mortgage Trust 2000-C5

Lehman Brothers Inc.
Three World Financial Center
New York, New York  10285
Attn:  LB-UBS Commercial Mortgage Trust 2000-C5

UBS Warburg LLC
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2000-C5

Deutsche Bank Securities Inc.
51 West 52nd Street
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2000-C5

<PAGE>
                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                 ____________

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2000-C5

         Re:      LB-UBS Commercial Mortgage Trust 2000-C5,
                  Commercial Mortgage Pass-Through Certificates, Series 2000-C5
                  -------------------------------------------------------------

         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 December 11, 2000 (the "Pooling and Servicing Agreement"), by and
among Structured Asset Securities Corporation as depositor, the undersigned as
master servicer (the "Master Servicer"), Lennar Partners Inc. as special
servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO
Bank N.V. as fiscal agent, the undersigned hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

                  Property Name:________________________________________________

                  Address:______________________________________________________

                  Control No.:__________________________________________________

If only particular documents in the Mortgage File are requested, please specify
which:__________________________________________________________________________
________________________________________________________________________________

Reason for requesting file (or portion thereof):
<TABLE>
<CAPTION>
         <S>               <C>

         ______            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)

</TABLE>
         The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.


<PAGE>


         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                    FIRST UNION NATIONAL BANK

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________













                                     D-1-2
<PAGE>



                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE



LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2000-C5

         Re:      LB-UBS Commercial Mortgage Trust 2000-C5,
                  Commercial Mortgage Pass-Through Certificates, Series 2000-C5
                  -------------------------------------------------------------

         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 December 11, 2000 (the "Pooling and Servicing Agreement"), by and
among Structured Asset Securities Corporation as depositor, First Union National
Bank as master servicer ( the "Master Servicer"), the undersigned as special
servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO
Bank N.V. as fiscal agent, the undersigned hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

                  Property Name: _________________________________________

                  Address:________________________________________________

                  Control No.: ___________________________________________

If only particular documents in the Mortgage File are requested, please specify
which: ________________________________________________________________________
_______________________________________________________________________________

Reason for requesting file (or portion thereof):
<TABLE>
<CAPTION>
         <S>               <C>

         ______            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)

</TABLE>
                  The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.


<PAGE>


         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        LENNAR PARTNERS, INC.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________














                                     D-2-2


<PAGE>


                                    EXHIBIT E

                  CALCULATION OF DEBT SERVICE COVERAGE RATIOS

         With respect to any Mortgaged Property "Debt Service Coverage Ratio"
shall mean, for each fiscal year or portion (not less than three months)
thereof, without regard to any cross-collateralization feature of the related
Mortgage Loan, the ratio of (x) the Net Operating Income (before payment of any
debt service on the related Mortgage Loan) generated by such Mortgaged Property
(such Net Operating Income to be annualized if the relevant period is less than
twelve months) to (y) the product of the amount of the Monthly Payment in effect
for such Mortgage Loan as of any date of determination, multiplied by 12.

         With respect to any Mortgaged Property, "Net Operating Income" or "NOI"
shall mean for each fiscal year or portion thereof, the related Revenue
allocable to such period, less (i) the related Expenses allocable to such
period, and (ii) any related Reserves for such period.

         With respect to any Mortgaged Property, "Revenue" shall mean, for each
fiscal year or portion thereof, all revenue derived by the related Mortgagor
arising from the Mortgaged Property, including, without limitation, rental
revenues (whether denominated as basic rent, additional rent, percentage rent,
escalation payments, electrical payments or otherwise) and other fees and
charges payable pursuant to leases or otherwise in connection with the Mortgaged
Property, and rent insurance proceeds; provided that Revenue shall not include
(a) insurance proceeds (other than proceeds of business interruption or other
similar insurance allocable to the applicable period) and condemnation awards
(other than awards arising from a temporary taking or the use and occupancy of
all or part of the applicable Mortgaged Property allocable to the applicable
period), or interest accrued on such proceeds or awards, (b) proceeds of any
financing, (c) proceeds of any sale, exchange or transfer of the Mortgaged
Property or any part thereof or interest therein, (d) capital contributions or
loans to the Mortgagor or an Affiliate of the Mortgagor, (e) any item of income
otherwise includible in Revenue but paid directly by any tenant to a Person
other than the Mortgagor except for real estate taxes paid directly to any
taxing authority by any tenant, (f) any other extraordinary, non-recurring
revenues, (g) rent paid by or on behalf of any lessee under a space lease which
is the subject of any proceeding or action relating to its bankruptcy,
reorganization or other arrangement pursuant to federal bankruptcy law or any
similar federal or state law or which has been adjudicated a bankrupt or
insolvent, unless such space lease has been affirmed by the trustee in such
proceeding or action, or (h) rent paid by or on behalf of any lessee under a
space lease the demised premises of which are not occupied either by such lessee
or by a sublessee thereof; and provided, further, that Revenue shall be adjusted
to account for vacancies and credit losses as and to the extent contemplated in
the Prospectus Supplement dated Decmber14, 2000 relating to LB-UBS Commercial
Mortgage Trust 2000-C5, Commercial Mortgage Pass-Through Certificates, Series
2000-C5.

         With respect to any Mortgaged Property, "Expenses" shall mean, for each
fiscal year or portion thereof, all expenses directly attributable to the
operation, repair and/or maintenance of the Mortgaged Property, including,
without limitation, tenant improvement costs, leasing commissions, impositions,
insurance premiums, real estate taxes, management fees, advertising, payments to
third party suppliers, and costs attributable to the operation, repair and
maintenance of the systems for heating, ventilating and air conditioning, and
(except in the case of real estate taxes) actually paid for by the Mortgagor;
provided that (a) Expenses shall not include any of the foregoing items for
which Reserves had been escrowed, which Reserves had been taken into account in
calculating the NOI for such period or any prior period and (b) Expenses shall
not include interest, principal and premium, if any, due under the Mortgage Note
or otherwise in connection with any other secured indebtedness, income taxes,
extraordinary capital improvements costs, or any non-cash charge or expense such
as depreciation.




<PAGE>


         Revenues and Expenses shall be calculated based on financial
statements, Mortgagor tax returns and/or rent rolls, in each case to the extent
appropriate and consistent with the Servicing Standard.

         With respect to any Mortgaged Property, "Reserves" shall mean, for each
fiscal year or portion thereof, all replacement reserves and/or reserves for
tenant improvements and leasing commissions escrowed during such period.












                                       2
<PAGE>


                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE

             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                   ___________, 20__

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2000-C5

         Re:      LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
                  Pass-Through Certificates, Series 2000-C5, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of December 21, 2000 (the
                  "Closing Date") of $__________] [representing a ___%
                  Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 11, 2000, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, Lennar Partners, Inc. as Special Servicer, LaSalle Bank
National Association as Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
     with the full right to transfer such Certificates free from any and all
     claims and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred Certificates a
     violation of Section 5 of the Securities Act or any



<PAGE>

     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

                                                 _____________, 20__

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2000-C5

         Re:      LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
                  Pass-Through Certificates, Series 2000-C5, Class __, [having
                  an initial aggregate Certificate Principal Balance
                  [Certificate Notional Amount] as of December 21, 2000 (the
                  "Closing Date") of $__________] [representing a ___%
                  Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 11, 2000, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, Lennar Partners, Inc. as Special Servicer, LaSalle Bank
National Association, as Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

     1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional Buyer. The
Transferee understands that such Transferred Certificates may be resold, pledged
or transferred only in accordance with Section 5.02 of the Pooling and Servicing
Agreement and (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, or (b) to an
"accredited investor" with the meaning of paragraph (1), (2), (3) or (7) of Rule
501(a) under the Securities Act (or an entity in which all the equity owners
come within such paragraphs) pursuant to another exemption from registration
under the Securities Act.

     2. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance



<PAGE>

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.

     3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                Very truly yours,

                                _____________________________________
                                 (Transferor)

                                By:  ________________________________
                                      Name:__________________________
                                      Title:_________________________






                                     F-2A-2
<PAGE>


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                ________________________________________
                                (Nominee)

                                By:  ___________________________________
                                     Name:______________________________
                                     Title:____________________________




                                     F-2A-3


<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________1 in securities
(other than the excluded securities referred to below) as of the end of such
entity's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

         ___      Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

         ___      Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions, or is a foreign
                  savings and loan association or equivalent institution and (b)
                  has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, a copy
                  of which is attached hereto, as of a date not more than 16

----------------------
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 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.






                                     A-1-1
<PAGE>

                  months preceding the date of sale of the Transferred
                  Certificates in the case of a U.S. savings and loan
                  association, and not more than 18 months preceding such date
                  of sale in the case of a foreign savings and loan association
                  or equivalent institution.

         ___      Broker-dealer.  The Transferee is a dealer  registered
                  pursuant to Section 15 of the Securities Exchange Act of
                  1934, as amended.

         ___      Insurance  Company.  The  Transferee  is  an  insurance
                  company  whose  primary  and predominant  business activity
                  is the writing of insurance or the reinsuring of risks
                  underwritten  by  insurance  companies  and which is  subject
                  to supervision by the insurance commissioner or a similar
                  official or agency of a state, U.S. territory or the District
                  of Columbia.

         ___      State or Local  Plan. The Transferee is a plan established
                  and maintained by a state, its political  subdivisions, or
                  any agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      Investment  Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of
                  Rule 144A.

         ___      Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

                   _____________________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________

     3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining 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




                                     A-1-2
<PAGE>

subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

     5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

                  [ ]         [ ]
                  Yes         No            Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

     6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

     Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Pooling and Servicing Agreement pursuant to which the Transferred
Certificates were issued.





                                        ------------------------------------
                                        Print Name of Transferee

                                        By:  __________________________________
                                              Name:____________________________
                                              Title:___________________________
                                              Date:____________________________



                                     A-1-3

<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

     2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

         ____     The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ____     The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

     4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary




                                     A-2-1
<PAGE>

basis by the Transferee, or owned by the Transferee's Family of Investment
Companies, the securities referred to in this paragraph were excluded.

     5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.


                  [ ]       [ ]
                  Yes       No              Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

     6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

     8. Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Pooling and Servicing Agreement pursuant to which the Transferred
Certificates were issued.

                                 ------------------------------------
                                 Print Name of Transferee or Adviser

                                 By:  ___________________________________
                                       Name:_____________________________
                                       Title:____________________________

                                 IF AN ADVISER:

                                 ----------------------------------------
                                 Print of Transferee

                                 Date:___________________________________


                                     A-2-2

<PAGE>
                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE

             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                             _____________, 20__

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2000-C5

         Re:      LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
                  Pass-Through Certificates, Series 2000-C5, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of December 21, 2000 (the
                  "Closing Date") of $__________] [representing a ___%
                  Percentage Interest in the related Class]

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 11, 2000, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, Lennar Partners, Inc. as Special Servicer, LaSalle Bank
National Association as Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

     1. Transferee is acquiring the Transferred Certificates for its own account
for investment and not with a view to or for sale or transfer in connection with
any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the "Securities Act"), or any applicable
state securities laws.

     2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1 to
the Pooling and Servicing Agreement and a certificate from the prospective
transferee substantially in the form attached either as Exhibit F-2A or Exhibit
F-2B to the Pooling and Servicing Agreement, or (B) an Opinion of Counsel
satisfactory to the Certificate Registrar that the transfer may be made without
registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.


<PAGE>

     3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
         QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
         SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
         PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
         (A) ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
         SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"),
         OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
         CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF,
         AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
         OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

     3. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the Securities Act, would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities law or
would require registration or qualification of the Transferred Certificates
pursuant thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.

     4. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.



                                     F-2B-2
<PAGE>


     5. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

     4. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                Very truly yours,

                                ------------------------------------
                                (Transferee)

                                By:_________________________________
                                      Name:_________________________
                                      Title:________________________
                                      Date:_________________________






                                     F-2B-3

<PAGE>


                             Nominee Acknowledgment
                             ----------------------

         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.



                                    ------------------------------------
                                    (Nominee)

                                     By:_________________________________
                                           Name:_________________________
                                           Title:________________________
                                           Date:_________________________






                                     F-2B-4
<PAGE>


                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE

                          FOR TRANSFERS OF INTERESTS IN

                     BOOK-ENTRY NON-REGISTERED CERTIFICATES

                                             ____________, 20__

[TRANSFEROR]

         Re:      LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
                  Pass-Through Certificates, Series 2000-C5, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of December 21, 2000 (the
                  "Closing Date") of $__________] [representing a ___%
                  Percentage Interest in the related Class]

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") through our respective Depository Participants of the
Transferor's beneficial ownership interest (currently maintained on the books
and records of The Depository Trust Company (`DTC") and the Depository
Participants) in the captioned Certificates (the "Transferred Certificates"),
which were issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 11, 2000, among Structured Asset
Securities Corporation as Depositor, First Union National Bank as Master
Servicer, Lennar Partners, Inc. as Special Servicer, LaSalle Bank National
Association as Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants and agrees with you, and for the benefit of
the Depositor, that:

     1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of another Qualified Institutional Buyer.

     2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Transferred Certificates and (c) no interest in the Transferred Certificates
may be resold or transferred unless (i) such Certificates are registered
pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws, or (ii) such interest is sold or transferred
in a transaction which is exempt from such registration and qualification and
the Certificate Owner desiring to effect such transfer has received (A) a
certificate from such Certificate Owner's prospective transferee substantially
in the form attached either as Exhibit F-2C or as Exhibit F-2D to the Pooling
and Servicing




<PAGE>

Agreement or (B) an opinion of counsel to the effect that such transfer may be
made without registration under the Securities Act.

     3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates or any interest therein except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear the following legends:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
         REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
         DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
         ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
         (A) ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
         SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"),
         OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
         CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF,
         AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
         OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

     5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.

                                Very truly yours,

                                ------------------------------------
                                (Transferee)

                                By:_________________________________
                                      Name:_________________________
                                      Title:________________________
                                      Date:_________________________



                                     F-2C-2
<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [for Transferees other than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________2 in securities
(other than the excluded securities referred to below) as of the end of such
entity's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

         ___      Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

         ___      Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b)

-------------
2    Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     A-1-1
<PAGE>

                  has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, a copy
                  of which is attached hereto, as of a date not more than 16
                  months preceding the date of sale of the Transferred
                  Certificates in the case of a U.S. savings and loan
                  association, and not more than 18 months preceding such date
                  of sale in the case of a foreign savings and loan association
                  or equivalent institution.

         ___      Broker-dealer.  The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      Insurance Company.  The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by
                  the insurance commissioner or a similar official or agency
                  of a state, U.S. territory or the District of Columbia.

         ___      State or Local  Plan.  The  Transferee  is a plan  established
                  and maintained by a state, its political subdivisions, or
                  any agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      Investment  Advisor.  The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

         ___      QIB Subsidiary.  All of the Transferee's  equity owners are
                  "qualified institutional buyers" within the meaning of
                  Rule 144A.

         ___      Other.  (Please supply a brief description of the entity and
                  a cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it
                  qualifies. Note that registered investment companies should
                  complete Annex 2 rather than this Annex 1.)___________________
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________

     3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted


                                     A-1-2
<PAGE>

accounting principles and if the investments of such subsidiaries are managed
under such Person's direction. However, such securities were not included if
such Person is a majority-owned, consolidated subsidiary of another enterprise
and such Person is not itself a reporting company under the Securities Exchange
Act of 1934, as amended.

     5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.


                  [ ]        [ ]
                  Yes        No             Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

     8. Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Pooling and Servicing Agreement pursuant to which the Transferred
Certificates were issued.

                                    -------------------------------------------
                                    Print Name of Transferee

                                    By:_________________________________________
                                        Name:___________________________________
                                        Title: _________________________________
                                        Date:___________________________________




                                     A-1-3
<PAGE>


                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [for Transferees that are Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and for the benefit of Structured Asset Securities Corporation
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

     2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

     ____     The Transferee owned and/or invested on a discretionary basis
              $___________________ in securities (other than the excluded
              securities referred to below) as of the end of the
              Transferee's most recent fiscal year (such amount being
              calculated in accordance with Rule 144A).

     ____     The Transferee is part of a Family of Investment Companies
              which owned in the aggregate $______________ in securities
              (other than the excluded securities referred to below) as of
              the end of the Transferee's most recent fiscal year (such
              amount being calculated in accordance with Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

     4. The terms "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For



                                     A-2-1
<PAGE>

purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.

     5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

         [ ]      [ ]        Will the Transferee be purchasing the Transferred
         Yes      No         Certificates only for the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                     A-2-2
<PAGE>


     8. Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Pooling and Servicing Agreement pursuant to which the Transferred
Certificates were issued.


                                ------------------------------------
                                Print Name of Transferee or Adviser

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


                                IF AN ADVISER:

                                ------------------------------------
                                Print Name of Transferee

                                Date:
                                     -------------------------------

                                     A-2-3
<PAGE>


                                  EXHIBIT F-2D

                        FORM II OF TRANSFEREE CERTIFICATE

      FOR TRANSFERS OF INTERESTS IN BOOK-ENTRY NON-REGISTERED CERTIFICATES


                                                  ____________, 20__

[TRANSFEROR]

     Re:  LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
          Pass-Through Certificates, Series 2000-C5, Class __, [having an
          initial aggregate [Certificate Principal Balance] [Certificate
          Notional Amount] as of December 21, 2000 (the "Closing Date") of
          $__________] [representing a ___% Percentage Interest in the related
          Class]

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") through our respective Depository Participants of the
Transferor's beneficial ownership interest (currently maintained on the books
and records of The Depository Trust Company ("DTC") and the Depository
Participants) in the captioned Certificates (the "Transferred Certificates"),
which were issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 11, 2000, among Structured Asset
Securities Corporation as Depositor, First Union National Bank as Master
Servicer, Lennar Partners, Inc. as Special Servicer, LaSalle Bank National
Association as Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you and agrees with you, and for the
benefit of the Depositor, that:

     1. The Transferee is acquiring the Transferor's beneficial ownership
interest in the Transferred Certificates for its own account for investment and
not with a view to or for sale or transfer in connection with any distribution
thereof, in whole or in part, in any manner which would violate the Securities
Act of 1933, as amended (the "Securities Act"), or any applicable state
securities laws.

     2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Transferred Certificates, and (c) no interest in the Transferred
Certificates may be resold or transferred unless (i) such Certificates are
registered pursuant to the Securities Act and registered or qualified pursuant
any applicable state securities laws, or (ii) such interest is sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Owner desiring to effect such transfer has
received (A) a certificate from such Certificate Owner's prospective transferee
substantially in the form attached either as Exhibit F-2C or as Exhibit F-2D to
the Pooling and Servicing Agreement or (B) an opinion of counsel to the effect
that such transfer may be made without registration under the Securities Act.

     3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates or any interest therein except in compliance with
the provisions of Section 5.02 of the Pooling


<PAGE>

and Servicing Agreement, which provisions it has carefully reviewed, and that
the Transferred Certificates will bear the following legends:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
     ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
     CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
     QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
     REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
     TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
     ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT
     TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
     PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
     INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
     ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
     EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
     SERVICING AGREEMENT REFERRED TO HEREIN.

     4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation with
respect to any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security by means of general advertising or in
any other manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the Securities Act, would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities law or
would require registration or qualification of the Transferred Certificates
pursuant thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.

     5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.



                                     F-2E-2
<PAGE>

     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.

                                Very truly yours,

                                ------------------------------------
                                (Transferee)

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


                                     F-2E-3
<PAGE>



                                  EXHIBIT F-2E

                      FORM OF REGULATION S CERTIFICATE FOR
          ACQUISITIONS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                                      [Date]

[TRANSFEROR]

     Re:  LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
          Pass-Through Certificates, Series 2000-C5, Class __.

Ladies and Gentlemen:

     This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _____________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participant in Class __
Certificates having an initial [Certificate Principal Balance] [Certificate
Notional Amount] of $___________ (the "Transferred Certificates"). The
Certificates, including the Transferred Certificates, were issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 11, 2000, among Structured Asset Securities Corporation as
Depositor, First Union National Bank as Master Servicer, Lennar Partners, Inc.
as Special Servicer, LaSalle Bank National Association as Trustee and ABN AMRO
Bank N.V. as Fiscal Agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to and
agrees with you, and for the benefit of the Depositor, that the Transferee is
not a United States Securities Person.

     For purposes of this certification, "United States Securities Person" means
(i) any natural person resident in the United States, (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a United States Securities
Person, other than any estate of which any professional fiduciary acting as
executor or administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and no settlor if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the agency or branch operates for valid business reasons and is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located, (vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a United States Securities Person, (vii) any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the United States,
other than one held for the benefit or account of a non-United States Securities
Person by a dealer or other professional



<PAGE>

fiduciary organized, incorporated or (if an individual) resident in the United
States, (viii) any partnership or corporation if (a) organized or incorporated
under the laws of any foreign jurisdiction and (b) formed by a United States
Securities Person principally for the purpose of investing in securities not
registered under the Securities Act (as defined below), unless it is organized
or incorporated, and owned, by "accredited investors" (as defined in Rule
501(a)) under the United States Securities Act of 1933, as amended (the
"Securities Act"), who are not natural persons, estates or trusts; provided,
however, that the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

     We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:  __________, 20__

                                       By:
                                          --------------------------------------
                                          As, or as agent for, the beneficial
                                          owner(s) of the Certificates to which
                                          this certificate relates.




                                     F-2E-2
<PAGE>


                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE

        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)

                                                   _____________, 20__

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention: Asset-Backed Securities Trust Services Group-LB-UBS Commercial
           Mortgage Trust 2000-C5

       Re: LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
           Pass-Through Certificates, Series 2000-C5 (the "Certificates")

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate Certificate Principal
Balance as of December 21, 2000 (the "Closing Date") of $__________] [evidencing
a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 11, 2000, among Structured Asset
Securities Corporation as depositor, First Union National Bank as master
servicer, Lennar Partners, Inc. as special servicer, LaSalle Bank National
Association as trustee and ABN AMRO Bank N.V. as fiscal agent. All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you as Certificate Registrar, as follows
(check the applicable paragraph):

___  The Transferee (A) is not an employee benefit plan or other retirement
     arrangement, including an individual retirement account or annuity, a Keogh
     plan or a collective investment fund or separate account in which such
     plans, accounts or arrangements are invested, including, without
     limitation, an insurance company general account, that is subject to ERISA
     or the Code (each, a "Plan"), and (B) is not directly or indirectly
     purchasing the Transferred Certificates on behalf of, as named fiduciary
     of, as trustee of, or with assets of a Plan; or

___  The Transferee is using funds from an insurance company general account to
     acquire the Transferred Certificates, however, the purchase and holding of
     such Certificates by such Person is exempt from the prohibited transaction
     provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on
     such prohibited transactions by Section 4975 of the Code, under Sections I
     and III of Prohibited Transaction Class Exemption 95-60.

___  The Transferred Certificates are Senior Certificates and are being acquired
     by or on behalf of a Plan in reliance on Prohibited Transaction Exemption
     91-17, Prohibited Transaction Exemption 91-21 or Prohibited Transaction
     Exemption 97-34, 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



<PAGE>

     meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any of
     the Mortgage Loan Seller, the Master Servicer, the Special Servicer, any
     Sub-Servicer or any Mortgagor with respect to 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 2000-C5, Commercial Mortgage
          Pass-Through Certificates, Series 2000-C5, (the "Certificates")

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class ___ Certificates [having an initial aggregate Certificate Principal
Balance as of December 21, 2000 (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 December 11,
2000 (the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation, as depositor, First Union National Bank as master servicer, Lennar
Partners, Inc. as special servicer, LaSalle Bank National Association as trustee
and ABN AMRO Bank N.V. as fiscal agent. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as follows (check the applicable paragraph):

___  The Transferee (A) is not an employee benefit plan or other retirement
     arrangement, including an individual retirement account or annuity, a Keogh
     plan or a collective investment fund or separate account in which such
     plans, accounts or arrangements are invested, including, without
     limitation, an insurance company general account, that is subject to ERISA
     or the Code (each, a "Plan"), and (B) is not directly or indirectly
     purchasing an interest in the Transferred Certificates on behalf of, as
     named fiduciary of, as trustee of, or with assets of a Plan;

___  The Transferee is using funds from an insurance company general account to
     acquire an interest in the Transferred Certificates, however, the purchase
     and holding of such interest by such Person is exempt from the prohibited
     transaction provisions of Sections 406 and 407 of ERISA and the excise
     taxes imposed on such prohibited transactions by Section 4975 of the Code,
     under Sections I and III of Prohibited Transaction Class Exemption 95-60.

___  The Transferred Certificates are Senior Certificates and an interest in
     such Certificates is being acquired by or on behalf of a Plan in reliance
     on Prohibited Transaction Exemption 91-17, Prohibited Transaction Exemption
     91-21 or Prohibited Transaction Exemption 97-34, and such Plan (X) is an
     accredited investor as defined in Rule 501(a)(1) of Regulation D of the
     Securities Act, (Y) is not sponsored (within the meaning of Section
     3(16)(B) of ERISA) by the Trustee, the Depositor, any of the Mortgage Loan
     Sellers, the Master Servicer, the Special Servicer, any Sub-



<PAGE>

     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-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 2000-C5, Commercial Mortgage
          Pass-Through Certificates, Series 2000-C5 (the "Certificates") issued
          pursuant to the Pooling and Servicing Agreement (the "Pooling and
          Servicing Agreement"), dated as of December 11, 2000, among Structured
          Asset Securities Corporation as Depositor, First Union National Bank
          as Master Servicer, Lennar Partners, Inc. as Special Servicer, LaSalle
          Bank National Association as Trustee and ABN AMRO Bank N.V. as Fiscal
          Agent.

STATE OF _________)

                          )       ss.: ____________________

COUNTY OF ___________)

     I, _______________, under penalties of perjury, declare that, to the best
of my knowledge and belief, the following representations are true, correct and
complete, and being first sworn, depose and say that:

     1. I am a __________________________ of ______________________________ (the
"Purchaser"), on behalf of which I have the authority to make this affidavit.

     2. The Purchaser is acquiring Class R-I, Class R-II, and Class R-III
Certificates representing _____% of the residual interest in each of the real
estate mortgage investment conduits (each, a "REMIC") designated as "REMIC I",
"REMIC II" and "REMIC III", respectively, relating to the Certificates for which
an election is to be made under Section 860D of the Internal Revenue Code of
1986 (the "Code").

     3. The Purchaser is not a "Disqualified Organization" (as defined below),
and that the Purchaser is not acquiring the Class R-I, Class R-II and Class
R-III Certificates for the account of, or as agent or nominee of, or with a view
to the transfer of direct or indirect record or beneficial ownership thereof, to
a Disqualified Organization. For the purposes hereof, a Disqualified
Organization is any of the following: (i) the United States, (ii) any state or
political subdivision thereof, (iii) any foreign government, (iv) any
international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (vii) any organization described in Section 1381(a)(2)(C) of the
Code, or (viii) any other entity designated as a "disqualified organization" by
relevant legislation amending the REMIC Provisions and in effect at or proposed
to be effective as of the time of determination. In addition, a corporation will
not be treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
(except for the Federal Home Loan Mortgage Corporation) and a majority of its
board of directors is not selected by such


<PAGE>

governmental unit. The terms "United States" and "international organization"
shall have the meanings set forth in Section 7701 of the Code.

     4. The Purchaser acknowledges that Section 860E(e) of the Code would impose
a substantial tax on the transferor or, in certain circumstances, on an agent
for the transferee, with respect to any transfer of any interest in any Class
R-I, Class R-II or Class R-III Certificates to a Disqualified Organization.

     5. [Check the statement that applies]

     [ ] 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)............................................[ ]

     [ ] The Purchaser is not a United States person. However, the Purchaser:

          (a) conducts a trade or business within the United States and, for
     purposes of Treasury Regulation Section 1.860G-3(a)(3), is subject to tax
     under Section 882 of the Code;

          (b) understands that, for purposes of Treasury Regulation Section
     1.860E-1(c)(4)(ii), as a holder of a Class R-I, Class R-II or Class R-III
     Certificate for United States federal income tax purposes, it may incur tax
     liabilities in excess of any cash flows generated by such Class R-I, Class
     R-II or Class R-III Certificate;

          (c) intends to pay the taxes associated with holding a Class R-I,
     Class R-II or Class R-III Certificate; and

          (d) is not classified as a partnership under the Code (or, if so
     classified, all of its beneficial owners either satisfy clauses (a), (b)
     and (c) of this sentence or are United States persons)..................[ ]

     6. No purpose of the acquisition of the Class R-I, Class R-II and Class
R-III Certificates is to impede the assessment or collection of tax, and the
consideration paid to the Purchaser for accepting the Class R-1, Class R-II and
Class R-III Certificates is greater than the present value of the anticipated
net federal income taxes and tax benefits ("Tax Liability Present Value")
associated with owning such Certificates, with such present value computed using
a discount rate equal to the "applicable federal rate" prescribed by Section
1274 of the Code as of the date hereof (with all applicable computations done in
accordance with Revenue Procedure 2000-12 (to be published in I.R.B. 2001-12
(January 8, 2001)) or, if the consideration is not greater than the Tax
Liability Present Value as so computed, either:

          [Check the statement that applies]

          [ ]  if the Purchaser 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
               computed 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



                                     H-1-2
<PAGE>

               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 .................................................[  ]

          [ ]  the Purchaser (i) is an "eligible corporation" as defined in
               Section 860L(a)(2) of the Code, as to which the income of Class
               R-1, Class R-II and Class R-III Certificates will only be subject
               to taxation in the United States, (ii) has, and has had in each
               of its two preceding fiscal years, gross assets for financial
               reporting purposes(excluding any obligation of a person related
               to the transferee within the meaning of Section 860L(g) of the
               Code) in excess of $100 million and net assets of $10 million,
               and (iii) hereby agrees only to transfer the Certificate to
               another corporation meeting the criteria set forth in this
               letter.......................................................[  ]

     7. The Purchaser historically has paid its debts as they have come due and
intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R-I, Class R-II and Class
R-III Certificates as they become due.

     8. The Purchaser understands that it may incur tax liabilities with respect
to the Class R-I, Class R-II and Class R-III Certificates in excess of any cash
flows generated by such Certificates.

     9. The Purchaser will not transfer the Class R-I, Class R-II or Class R-III
Certificates to any person or entity as to which the Purchaser has not received
an affidavit substantially in the form of this affidavit or to any person or
entity as to which the Purchaser has actual knowledge that the requirements set
forth in paragraphs 3, 5 or 7 hereof are not satisfied, or to any person or
entity with respect to which the Purchaser has not (at the time of such
transfer) satisfied the requirements under the Code to conduct a reasonable
investigation of the financial condition of such person or entity (or its
current beneficial owners if such person or entity is classified as a
partnership under the Code).

     10. The Purchaser agrees to such amendments of the Pooling and Servicing
Agreement as may be required to further effectuate the prohibition against
transferring the Class R-I, Class R-II and Class R-III Certificates to a
Disqualified Organization, an agent thereof or a person that does not satisfy
the requirements of paragraphs 5 and 7.

     11. The Purchaser consents to the designation of the Trustee as the agent
of the Tax Matters Person of REMIC I, REMIC II and REMIC III pursuant to Section
10.01(d) of the Pooling and Servicing Agreement.

     Capitalized terms used but not defined herein have the meanings assigned
thereto in the Pooling and Servicing Agreement.

                                     H-1-3
<PAGE>


     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf by its duly authorized officer this ___ day of
____________, ____.

                                      By:  ___________________________________
                                           Name:
                                           Title:

     Personally appeared before me _________________________, known or proved to
me to be the same person who executed the foregoing instrument and to be a
__________________ of the Purchaser, and acknowledged to me that he/she executed
the same as his/her free act and deed and as the free act and deed of the
Purchaser.

     Subscribed and sworn before me this ____ day of ________, ____.

     ------------------------------------
     Notary Public


                                     H-1-4
<PAGE>


                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE

                    REGARDING RESIDUAL INTEREST CERTIFICATES

                                                 [Date]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention:     Asset-Backed Securities Trust Services
               Group-LB-UBS Commercial Mortgage Trust 2000-C5

          Re:  LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2000-C5 (the "Certificates")

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Interest Certificates"). The
Certificates, including the Residual Interest Certificates, were issued pursuant
to the Pooling and Servicing Agreement, dated as of December 11, 2000 (the
"Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation, as depositor, First Union National Bank as master servicer, Lennar
Partners, Inc. as special servicer, LaSalle Bank National Association as trustee
and ABN AMRO Bank N.V. as fiscal agent. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

     1. No purpose of the Transferor relating to the transfer of the Residual
Interest Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

     2. The Transferor understands that the Transferee has delivered to you a
Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.


<PAGE>


     3. The Transferor has at the time of this transfer conducted a reasonable
investigation of the financial condition of the Transferee (or the beneficial
owners of the Transferee if it is classified as a partnership under the Code) as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Interest Certificates may not be respected for United States income
tax purposes (and the Transferor may continue to be liable for United States
income taxes associated therewith) unless the Transferor has conducted such an
investigation.

                                       Very truly yours,

                                       ------------------------------------
                                       (Transferee)

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

                                     H-2-2

<PAGE>



                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                     [Date]

Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York  10007
Attention:  Commercial Mortgage Surveillance

Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.,
55 Water Street, 10th Floor
New York, New York  10041
Attention:  CMBS Surveillance Manager

Ladies and Gentlemen:

     This notice is being delivered pursuant to Section 6.09 of the Pooling and
Servicing Agreement, dated as of December 11, 2000 and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2000-C5 (the "Agreement"). Capitalized terms used but not otherwise defined
herein shall have respective meanings assigned to them in the Agreement.

     Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.

     The designation of __________________ as Special Servicer will become final
if certain conditions are met and you deliver to _________________, the trustee
under the Agreement (the "Trustee"), written confirmation that if the person
designated to become the Special Servicer were to serve as such, such event
would not result in the qualification, downgrade or withdrawal of the rating or
ratings assigned by you to one or more Classes of the Certificates. Accordingly,
such confirmation is hereby requested as soon as possible.


<PAGE>


     Please acknowledge receipt of this notice by signing the enclosed copy of
this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                Very truly yours,

                                LASALLE BANK NATIONAL ASSOCIATION,
                                as Trustee

                                By:  ___________________________________
                                     Name:
                                     Title:

Receipt acknowledged:

MOODY'S INVESTORS SERVICE, INC.

By:  ________________________________
Name:
Title:
Date:

STANDARD & POOR'S RATINGS SERVICES,
  A DIVISION OF THE MCGRAW-HILL COMPANIES, INC.

By:  ________________________________
Name:
Title:
Date:

                                     I-1-2
<PAGE>


                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                   [Date]

[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[FISCAL AGENT]

     Re:  LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
          Pass-Through Certificates, Series 2000-C5

Ladies and Gentlemen:

     Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated as
of December 11, 2000, relating to LB-UBS Commercial Mortgage Trust 2000-C5,
Commercial Mortgage Pass-Through Certificates, Series 2000-C5 (the "Agreement"),
the undersigned hereby agrees with all the other parties to the Agreement that
the undersigned shall serve as Special Servicer under, and as defined in, the
Agreement. The undersigned hereby acknowledges that, as of the date hereof, it
is and shall be a party to the Agreement and bound thereby to the full extent
indicated therein in the capacity of Special Servicer. The undersigned hereby
makes, as of the date hereof, the representations and warranties set forth in
Section 3.23 of the Agreement, with the following corrections with respect to
type of entity and jurisdiction of organization: ____________________.


                                      ___________________________________


                                      By:  ______________________________
                                           Name:
                                           Title:



<PAGE>

                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT


<PAGE>


                                                         SCHEDULE 1 TO EXHIBIT J

     This Schedule 1 is attached to and incorporated in a financing statement
pertaining to Structured Asset Securities Corporation as depositor (referred to
as the "Debtor" for the purpose of this financing statement only), and LaSalle
Bank National Association as trustee for the holders of the Debtor's LB-UBS
Commercial Mortgage Trust 2000-C5, Commercial Mortgage Pass-Through
Certificates, Series 2000-C5 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of December 11, 2000 (the "Pooling and Servicing
Agreement"), among the Debtor as depositor, the Secured Party as trustee, First
Union National Bank as master servicer, Lennar Partners, Inc. as special
servicer and ABN AMRO Bank N.V. as fiscal agent relating to the issuance of the
Debtor's LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
Pass-Through Certificates, Series 2000-C5. Capitalized terms used herein and not
defined shall have the respective meanings given to them in the Pooling and
Servicing Agreement.

     The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:

     (1) the mortgage loans listed on the Mortgage Loan Schedule attached hereto
as Exhibit A (the "Mortgage Loans");

     (2) the note or other evidence of indebtedness of the related borrower
under each Mortgage Loan (the "Mortgage Note"), the related mortgage, deed of
trust or other similar instrument securing such Mortgage Note (the "Mortgage")
and each other legal, credit and servicing document related to such Mortgage
Loan (collectively with the related Mortgage Note and Mortgage, the "Mortgage
Loan Documents");

     (3) (a) the Custodial Accounts required to be maintained by the Master
Servicer pursuant to the Pooling and Servicing Agreement, (b) all funds from
time to time on deposit in the Custodial Accounts, (c) the investments of any
such funds consisting of securities, instruments or other obligations, and (d)
the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

     (4) all REO Property acquired in respect of defaulted Mortgage Loans;

     (5) (a) the REO Accounts required to be maintained by the Special Servicer
pursuant to the Pooling and Servicing Agreement, (b) all funds from time to time
on deposit in the REO Accounts, (c) the investments of any such funds consisting
of securities, instruments or other obligations, and (d) the general intangibles
consisting of the contractual right to payment, including, without limitation,
the right to payments of principal and interest and the right to enforce the
related payment obligations, arising from or under any such investments;

     (6) any and all general intangibles (as defined in the Uniform Commercial
Code) consisting of, arising from or relating to any of the foregoing; and

     (7) any and all income, payments, proceeds and products of any of the
foregoing.

                                       3
<PAGE>

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2000-C5 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.


                                       4
<PAGE>

                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE

Legg Mason Real Estate Services, Inc.
L.J. Melody & Company
Laureate Realty Services, Inc.
Northland / Marquette Capital Group, Inc.
Collateral Mortgage Ltd.



<PAGE>

                                    EXHIBIT L

                  FORM OF CMSA LOAN PERIODIC UPDATE FILE REPORT

<PAGE>

        COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
             CMSA "LOAN PERIODIC" UPDATE FILE
                   (DATA RECORD LAYOUT)
                 CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
<S>                                                          <C>
-----------------------------------------------------------------------------------------------------------------------------------
                      SPECIFICATION                                                  DESCRIPTION/COMMENTS
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Acceptable Media Types                                       Magnetic Tape, Diskette, Electronic Transfer
-----------------------------------------------------------------------------------------------------------------------------------
Character Set                                                ASCII
-----------------------------------------------------------------------------------------------------------------------------------
Field Delineation                                            Comma
-----------------------------------------------------------------------------------------------------------------------------------
Density (Bytes-Per-Inch)                                     1600 or 6250
-----------------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Label                                          None (unlabeled)
-----------------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Blocking Factor                                10285 (17 records per block)
-----------------------------------------------------------------------------------------------------------------------------------
Physical Media Label                                         Servicer Name; Data Type (Collection Period Data); Density
                                                             (Bytes-Per-Inch); Blocking Factor; Record Length
-----------------------------------------------------------------------------------------------------------------------------------
Return Address Label                                         Required for return of physical media (magnetic tape or diskette)
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
                                                                FIELD                         FORMAT
                        FIELD NAME                             NUMBER        TYPE             EXAMPLE
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
Transaction Id                                                    1           AN             XXX97001
----------------------------------------------------------------------------------------------------------------
Group Id                                                          2           AN             XXX9701A
----------------------------------------------------------------------------------------------------------------
Loan Id                                                           3           AN          00000000012345
----------------------------------------------------------------------------------------------------------------
Prospectus Loan Id                                                4           AN                123
----------------------------------------------------------------------------------------------------------------
Distribution Date                                                 5           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Current Beginning Scheduled Balance                               6        Numeric           100000.00
----------------------------------------------------------------------------------------------------------------
Current Ending Scheduled  Balance                                 7        Numeric           100000.00
----------------------------------------------------------------------------------------------------------------
Paid To Date                                                      8           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Current Index Rate                                                9        Numeric             0.09
----------------------------------------------------------------------------------------------------------------
Current Note Rate                                                10        Numeric             0.09
----------------------------------------------------------------------------------------------------------------
Maturity Date                                                    11           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Servicer and Trustee Fee Rate                                    12        Numeric            0.00025
----------------------------------------------------------------------------------------------------------------
Fee Rate/Strip Rate 1                                            13        Numeric            0.00001
----------------------------------------------------------------------------------------------------------------
Fee Rate/Strip Rate 2                                            14        Numeric            0.00001
----------------------------------------------------------------------------------------------------------------
Fee Rate/Strip Rate 3                                            15        Numeric            0.00001
----------------------------------------------------------------------------------------------------------------
Fee Rate/Strip Rate 4                                            16        Numeric            0.00001
----------------------------------------------------------------------------------------------------------------
Fee Rate/Strip Rate 5                                            17        Numeric            0.00001
----------------------------------------------------------------------------------------------------------------
Net Rate                                                         18        Numeric            0.0947
----------------------------------------------------------------------------------------------------------------
Next Index Rate                                                  19        Numeric             0.09
----------------------------------------------------------------------------------------------------------------
Next Note Rate                                                   20        Numeric             0.09
----------------------------------------------------------------------------------------------------------------
Next Rate Adjustment Date                                        21           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Next Payment Adjustment Date                                     22           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Scheduled Interest Amount                                        23        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Scheduled Principal Amount                                       24        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Total Scheduled P&I Due                                          25        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>








--------------------------------------------------------------------------------
                              DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------
Unique Issue Identification Mnemonic
--------------------------------------------------------------------------------
Unique Identification Number Assigned To Each Loan Group Within An Issue
--------------------------------------------------------------------------------
Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
--------------------------------------------------------------------------------
Unique Identification Number Assigned To Each Collateral Item In The Prospectus
--------------------------------------------------------------------------------
Date Payments Made To Certificateholders
--------------------------------------------------------------------------------
Outstanding Sched Prin Bal at Beginning of current period that is part of the
trust
--------------------------------------------------------------------------------
Outstanding Sched Prin Bal at End of current period that is part of the trust
--------------------------------------------------------------------------------
Date loan is paid through. One frequency (less than) the date the loan is due
for next payment
--------------------------------------------------------------------------------
Index Rate Used In The Determination Of The Current Period Gross Interest Rate
--------------------------------------------------------------------------------
Annualized Gross Rate Applicable To Calculate The Current Period Scheduled
Interest
--------------------------------------------------------------------------------
Date Collateral Is Scheduled To Make Its Final Payment
--------------------------------------------------------------------------------
Annualized Fee Paid To The Servicer And Trustee
--------------------------------------------------------------------------------
Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Annualized Interest Rate Applicable To Calculate The Current Period Remittance
Int.
--------------------------------------------------------------------------------
Index Rate Used In The Determination Of The Next Period Gross Interest Rate
--------------------------------------------------------------------------------
Annualized Gross Interest Rate Applicable To Calc Of The Next Period Sch.
Interest
--------------------------------------------------------------------------------
Date Note Rate Is Next Scheduled To Change
--------------------------------------------------------------------------------
Date Scheduled P&I Amount Is Next Scheduled To Change
--------------------------------------------------------------------------------
Scheduled Gross Interest Payment Due For The Current Period that goes to the
trust
--------------------------------------------------------------------------------
Scheduled Principal Payment Due For The Current Period that goes to the trust
--------------------------------------------------------------------------------
Scheduled Principal & Interest Payment Due For Current Period for the trust
--------------------------------------------------------------------------------

                                     Page 1
<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                FIELD                         FORMAT
                        FIELD NAME                             NUMBER        TYPE             EXAMPLE
----------------------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>               <C>
----------------------------------------------------------------------------------------------------------------
Neg am/Deferred Interest Amount                                  26        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Unscheduled Principal Collections                                27        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Other Principal Adjustments                                      28        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Liquidation/Prepayment Date                                      29           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Prepayment Penalty/Yld Maint Rec'd                               30        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Prepayment Interest Excess (Shortfall)                           31        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Liquidation/Prepayment Code                                      32        Numeric               1
----------------------------------------------------------------------------------------------------------------
Most Recent ASER Amount                                          33        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Blank                                                            34           AN               Blank
----------------------------------------------------------------------------------------------------------------
Cumulative ASER Amount                                           35        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Actual Balance                                                   36        Numeric           100000.00
----------------------------------------------------------------------------------------------------------------
Total P&I Advance Outstanding                                    37        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Total T&I Advance Outstanding                                    38        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Other Expense Advance Outstanding                                39        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Status of Loan                                                   40           AN                 1
----------------------------------------------------------------------------------------------------------------
In Bankruptcy                                                    41           AN                 Y
----------------------------------------------------------------------------------------------------------------
Foreclosure Date                                                 42           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
REO Date                                                         43           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Bankruptcy Date                                                  44           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Net Proceeds Received on Liquidation                             45        Numeric           100000.00
----------------------------------------------------------------------------------------------------------------
Liquidation Expense                                              46        Numeric           100000.00
----------------------------------------------------------------------------------------------------------------
Realized Loss to Trust                                           47        Numeric           10000.00
----------------------------------------------------------------------------------------------------------------
Date of Last Modification                                        48           AN             YYYYMMDD
----------------------------------------------------------------------------------------------------------------
Modification Code                                                49        Numeric               1
----------------------------------------------------------------------------------------------------------------
Modified Note Rate                                               50        Numeric             0.09
----------------------------------------------------------------------------------------------------------------
Modified Payment Rate                                            51        Numeric             0.09
----------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Revenue                                    52        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Operating Expenses                         53        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year NOI                                        54        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Debt Svc Amount                            55        Numeric            1000.00
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

--------------------------------------------------------------------------------
                              DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Negative Amortization/Deferred Interest Amount Due For The Current Period
--------------------------------------------------------------------------------
Unscheduled Payments Of Principal Received During The Related Collection Period
--------------------------------------------------------------------------------
Unscheduled Principal Adjustments For The Related Collection Period
--------------------------------------------------------------------------------
Date Unscheduled Payment Of Principal Received
--------------------------------------------------------------------------------
Additional Payment Req'd From Borrower Due To Prepayment Of Loan Prior To
Maturity
--------------------------------------------------------------------------------
Interest Shortfall or Excess as calculated by Servicer per the Trust documents
--------------------------------------------------------------------------------
See Liquidation/Prepayment Codes Legend
--------------------------------------------------------------------------------
Appraisal Subordinated Entitlement Reduction - The difference between a full
advance and the reduced advance is the ASER
--------------------------------------------------------------------------------
Left blank on purpose. (Note: was previously Most Recent ASER Date. Field not
considered applicable to ASER.)
--------------------------------------------------------------------------------
Cumulative Appraisal Subordinated Entitlement Reduction
--------------------------------------------------------------------------------
Outstanding Actual Principal Balance At The End Of The Current Period
--------------------------------------------------------------------------------
Outstanding P&I Advances At The End Of The Current Period
--------------------------------------------------------------------------------
Outstanding Taxes & Insurance Advances At The End Of The Current Period
--------------------------------------------------------------------------------
Other Outstanding Advances At The End Of The Current Period
--------------------------------------------------------------------------------
See Status Of Loan Legend
--------------------------------------------------------------------------------
Bankruptcy Status Of Loan (If In Bankruptcy "Y", Else "N")
--------------------------------------------------------------------------------
P27 - If Multiple properties have the same date then print that date otherwise
leave empty
--------------------------------------------------------------------------------
P28 - If Multiple properties have the same date then print that date otherwise
leave empty
--------------------------------------------------------------------------------
Date Of Bankruptcy
--------------------------------------------------------------------------------
Net Proceeds Rec'd On Liquidation To Be Remitted to the Trust per the Trust
Documents
--------------------------------------------------------------------------------
Expenses Associated With The Liq'n To Be Netted from the Trust per the Trust
Documents
--------------------------------------------------------------------------------
Liquidation Balance Less Net Liquidation Proceeds Received (as defined in Trust
documents)
--------------------------------------------------------------------------------
Date Loan Was Modified
--------------------------------------------------------------------------------
See Modification Codes Legend
--------------------------------------------------------------------------------
Note Rate Loan Modified To
--------------------------------------------------------------------------------
Payment Rate Loan Modified To
--------------------------------------------------------------------------------
P54 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P55 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P56 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P57 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------


                                     Page 2


<PAGE>

             COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                  CMSA "LOAN PERIODIC" UPDATE FILE
                        (DATA RECORD LAYOUT)
                      CROSS REFERENCED AS "L"
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                           FIELD                              FORMAT
                             FIELD NAME                                   NUMBER          TYPE                EXAMPLE
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>         <C>                    <C>
Preceding Fiscal Year DSCR (NOI)                                            56          Numeric                2.55
-----------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Physical Occupancy                                    57          Numeric                0.85
-----------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Financial As of Date                                  58             AN                YYYYMMDD
-----------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Revenue                                        59          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Operating Expenses                             60          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year NOI                                            61          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Debt Service Amount                            62          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NOI)                                     63          Numeric                2.55
-----------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Physical Occupancy                             64          Numeric                0.85
-----------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Financial As of Date                           65             AN                YYYYMMDD
-----------------------------------------------------------------------------------------------------------------------------------
Most Recent Revenue                                                         66          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Most Recent Operating Expenses                                              67          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Most Recent NOI                                                             68          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Most Recent Debt Service Amount                                             69          Numeric               1000.00
-----------------------------------------------------------------------------------------------------------------------------------
Most Recent DSCR (NOI)                                                      70          Numeric                2.55
-----------------------------------------------------------------------------------------------------------------------------------
Most Recent Physical Occupancy                                              71          Numeric                0.85
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
                              DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
P58 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
Preceding Fiscal Yr Debt Svc Cvrge Ratio using NOI
--------------------------------------------------------------------------------
P59 - If Multiple properties, Use weighted average by using the calculation
[ Current Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing
any then leave empty
--------------------------------------------------------------------------------
P53 - If Multiple properties and all the same then print the date, if missing
any then leave empty
--------------------------------------------------------------------------------
P61 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P62 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P63 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P64 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P65 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
Second Preceding Fiscal Year Debt Service Coverage Ratio using NOI
--------------------------------------------------------------------------------
P66 - If Multiple properties, Use weighted average by using the calculation
[ Current Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing
any then leave empty
--------------------------------------------------------------------------------
P60 - If Multiple properties and all the same then print the date, if missing
any then leave empty
--------------------------------------------------------------------------------
P68 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P69 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P70 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P71 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P72 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
Most Recent Debt Service Coverage Ratio using NOI
--------------------------------------------------------------------------------
P29 - If Multiple properties, Use weighted average by using the calculation
[ Current Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing
any then leave empty
--------------------------------------------------------------------------------

                                     Page 3
<PAGE>

             COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                  CMSA "LOAN PERIODIC" UPDATE FILE
                        (DATA RECORD LAYOUT)
                      CROSS REFERENCED AS "L"
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                           FIELD                              FORMAT
                             FIELD NAME                                   NUMBER          TYPE                EXAMPLE
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>               <C>
Most Recent Financial As of Start Date                                      72             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Most Recent Financial As of End Date                                        73             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Date                                                  74             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Value                                                 75          Numeric              100000.00
---------------------------------------------------------------------------------------------------------------------------------
Workout Strategy Code                                                       76          Numeric                  1
---------------------------------------------------------------------------------------------------------------------------------
Most Recent Special Servicer Transfer Date                                  77             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Most Recent Master Servicer Return Date                                     78             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Date Asset Expected to Be Resolved or Foreclosed                            79             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Blank                                                                       80             AN                  Blank
---------------------------------------------------------------------------------------------------------------------------------
Current Hyper Amortizing Date                                               81             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Most Recent Financial Indicator                                             82             AN                 T or Y
---------------------------------------------------------------------------------------------------------------------------------
Last Setup Change Date                                                      83             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Last Loan Contribution Date                                                 84             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Last Property Contribution Date                                             85             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Number of Properties                                                        86          Numeric                13.00
---------------------------------------------------------------------------------------------------------------------------------
Preceding Year DSCR Indicator                                               87             AN                  Text
---------------------------------------------------------------------------------------------------------------------------------
Second Preceding Year DSCR Indicator                                        88             AN                  Text
---------------------------------------------------------------------------------------------------------------------------------
Most Recent  DSCR Indicator                                                 89             AN                  Text
---------------------------------------------------------------------------------------------------------------------------------
NOI/NCF Indicator                                                           90             AN                  Text
---------------------------------------------------------------------------------------------------------------------------------
Date of Assumption                                                          91             AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                              DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
P73 - If Multiple properties and all the same then print the date, if missing
any then leave empty
--------------------------------------------------------------------------------
P74 - If Multiple properties and all the same then print the date, if missing
any then leave empty
--------------------------------------------------------------------------------
P24 - If Multiple properties and all the same then print the date, if missing
any then leave empty
--------------------------------------------------------------------------------
P25 - If Multiple properties then sum the value, if missing any then leave empty
--------------------------------------------------------------------------------
See Workout Strategy Codes Legend
--------------------------------------------------------------------------------
Date Transferred To The Special Servicer
--------------------------------------------------------------------------------
Date Returned To The Master Servicer or Primary Servicer
--------------------------------------------------------------------------------
P26 - If Multiple properties then print the latest date from the affiliated
properties. If in Foreclosure - Expected Date of Foreclosure and if REO -
Expected Sale Date.
--------------------------------------------------------------------------------
Left blank on purpose. (Note : was previously Year Renovated. Use the Property
File field 15 instead)
--------------------------------------------------------------------------------
S79 - Current Anticipated Repayment Date. Date will be the same as setup file
unless the loan is modified and a new date assigned
--------------------------------------------------------------------------------
P75 - T= Trailing 12 months Y = Year to Date, Check Start & End Date Applies to
field L66 to L73. If Multiple properties and all the same then print the value,
if missing any or if the values are not the same, then leave empty
--------------------------------------------------------------------------------
S82 - Distribution Date that information changed last in the setup file by loan
--------------------------------------------------------------------------------
Date the loan was contributed
--------------------------------------------------------------------------------
P67 - Date the latest property or properties were contributed. For Multiple
properties print the latest date from the affiliated properties
--------------------------------------------------------------------------------
S54 - The Number of Properties Underlying the Mortgage Loan
--------------------------------------------------------------------------------
Flag used to explain how the DSCR was calculated when there are multiple
properties. See DSCR Indicator Legend.
--------------------------------------------------------------------------------
Flag used to explain how the DSCR was calculated when there are multiple
properties. See DSCR Indicator Legend.
--------------------------------------------------------------------------------
Flag used to explain how the DSCR was calculated when there are multiple
properties. See DSCR Indicator Legend.
--------------------------------------------------------------------------------
Indicates how NOI or Net Cash Flow was calculated should be the same for each
financial period. See NOI/NCF Indicator Legend. P84 - If Multiple Properties and
all the same then print value, if missing any or if the values are not the same,
then leave empty.
--------------------------------------------------------------------------------
Date the loan last assumed by a new borrower- empty if never assumed
--------------------------------------------------------------------------------

                                     Page 4
<PAGE>

             COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                  CMSA "LOAN PERIODIC" UPDATE FILE
                        (DATA RECORD LAYOUT)
                      CROSS REFERENCED AS "L"
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                           FIELD                              FORMAT
                             FIELD NAME                                   NUMBER          TYPE                EXAMPLE
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>         <C>                   <C>
Preceding Fiscal Year NCF                                                   92          Numeric               1000.00
---------------------------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NCF)                                            93          Numeric                2.55
---------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year NCF                                            94          Numeric               1000.00
---------------------------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NCF)                                     95          Numeric                2.55
---------------------------------------------------------------------------------------------------------------------------------
Most Recent NCF                                                             96          Numeric               1000.00
---------------------------------------------------------------------------------------------------------------------------------
Most Recent DSCR (NCF)                                                      97          Numeric               1000.00
---------------------------------------------------------------------------------------------------------------------------------
Defeasance Status                                                           98             AN                  Text
---------------------------------------------------------------------------------------------------------------------------------
ARA Amount                                                                  99          Numeric               1000.00
---------------------------------------------------------------------------------------------------------------------------------
ARA Date                                                                    100            AN                YYYYMMDD
---------------------------------------------------------------------------------------------------------------------------------
Credit Tenant Lease                                                         101            AN                    Y
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>




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

                              DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------

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

P78 - Preceding Fiscal Year Net Cash Flow related to Financial As of Date L58.
If Multiple properties then sum the value, if missing any then populate using
the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P79 - Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to
Financial As of Date L58. If Multiple properties populate using the "DSCR
Indicator Legend" rule.
--------------------------------------------------------------------------------
P80 - Second Preceding Fiscal Year Net Cash Flow related to Financial As of Date
L65. If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P81 - Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash
Flow related to Financial As of Date L65. If Multiple properties populate using
the "DSCR Indicator Legend" rule.
--------------------------------------------------------------------------------
P82 - Most Recent Net Cash Flow related to Financial As of Ending Date L73. If
Multiple properties then sum the value, if missing any then populate using the
"DSCR Indicator Legend" rule
--------------------------------------------------------------------------------
P83 - Most Recent Debt Service Coverage Ratio using Net Cash Flow related to
Financial As of Ending Date L73. If Multiple properties populate using the "DSCR
Indicator Legend" rule.
--------------------------------------------------------------------------------
See Defeasance Status Legend
--------------------------------------------------------------------------------
Appraisal Reduction Amount - Excess of the principal balance over the defined
appraisal % or as defined in the trust documents
--------------------------------------------------------------------------------
Date of appraisal used to calculate ARA
--------------------------------------------------------------------------------
S87 - Y=Yes, N=No
--------------------------------------------------------------------------------

                                     Page 5
<PAGE>

             COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                  CMSA "LOAN PERIODIC" UPDATE FILE
                        (DATA RECORD LAYOUT)
                      CROSS REFERENCED AS "L"
-------------------------------------------------------------------------------
                      WORKOUT STRATEGY CODE LEGEND
-------------------------------------------------------------------------------
           1                      Modification
-------------------------------------------------------------------------------
           2                      Foreclosure
-------------------------------------------------------------------------------
           3                      Bankruptcy
-------------------------------------------------------------------------------
           4                      Extension
-------------------------------------------------------------------------------
           5                      Note Sale
-------------------------------------------------------------------------------
           6                      DPO
-------------------------------------------------------------------------------
           7                      REO
-------------------------------------------------------------------------------
           8                      Resolved
-------------------------------------------------------------------------------
           9                      Pending Return to Master Servicer
-------------------------------------------------------------------------------
          10                      Deed In Lieu Of Foreclosure
-------------------------------------------------------------------------------
          11                      Full Payoff
-------------------------------------------------------------------------------
          12                      Reps and Warranties
-------------------------------------------------------------------------------
          13                      Other or TBD
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
                      LIQUIDATION/PREPAYMENT CODE
                                 LEGEND
-------------------------------------------------------------------------------
            1                     Partial Liq'n (Curtailment)
-------------------------------------------------------------------------------
            2                     Payoff Prior To Maturity
-------------------------------------------------------------------------------
            3                     Disposition
-------------------------------------------------------------------------------
            4                     Repurchase/ Substitution
-------------------------------------------------------------------------------
            5                     Full Payoff At Maturity
-------------------------------------------------------------------------------
            6                     DPO
-------------------------------------------------------------------------------
            7                     Liquidation
-------------------------------------------------------------------------------
            8                     Payoff w/ penalty
-------------------------------------------------------------------------------
            9                     Payoff w/ yield Maintenance
-------------------------------------------------------------------------------
           10                     Curtailment w/ Penalty
-------------------------------------------------------------------------------
           11                     Curtailment w/ Yield Maintenance
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
                           DEFEASANCE STATUS
                                 LEGEND
-------------------------------------------------------------------------------
            P                     Partial Defeasance
-------------------------------------------------------------------------------
            F                     Full Defeasance
-------------------------------------------------------------------------------
            N                     No Defeasance Occurred
-------------------------------------------------------------------------------
            X                     Defeasance not Allowable
-------------------------------------------------------------------------------



--------------------------------------------------------------------------------
                             STATUS OF MORTGAGE LOAN
                                     LEGEND
--------------------------------------------------------------------------------
         A        Payment Not Received But Still In Grace Period
--------------------------------------------------------------------------------
         B        Late Payment But Less Than 30 days Delinquent
--------------------------------------------------------------------------------
         0        Current
--------------------------------------------------------------------------------
         1        30-59 Days Delinquent
--------------------------------------------------------------------------------
         2        60-89 Days Delinquent
--------------------------------------------------------------------------------
         3        90+ Days Delinquent
--------------------------------------------------------------------------------
         4        Assumed Scheduled Payment (Performing Matured Balloon)
--------------------------------------------------------------------------------
         7        Foreclosure
--------------------------------------------------------------------------------
         9        REO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                MODIFICATION CODE
                                     LEGEND
--------------------------------------------------------------------------------
         1        Maturity Date Extension
--------------------------------------------------------------------------------
         2        Amortization Change
--------------------------------------------------------------------------------
         3        Principal Write-Off
--------------------------------------------------------------------------------
         4        Combination
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 DSCR INDICATOR
                                     LEGEND
--------------------------------------------------------------------------------
         P        Partial - Not all properties received financials, servicer to
                  leave empty
--------------------------------------------------------------------------------
         A        Average - Not all properties received financials, servicer
                  allocates Debt Service only to properties where financials are
                  received.
--------------------------------------------------------------------------------
         F        Full - All Statements Collected for all properties
--------------------------------------------------------------------------------
         W        Worst Case - Not all properties received financials, servicer
                  allocates 100% of Debt Service to all properties where
                  financials are received.
--------------------------------------------------------------------------------
         N        None Collected - no financials were received
--------------------------------------------------------------------------------
         C        Consolidated - All properties reported on one "rolled up"
                  financial from the borrower
--------------------------------------------------------------------------------




--------------------------------------------------------------------------------
                                NOI/NCF INDICATOR
                                     LEGEND
--------------------------------------------------------------------------------
           CMSA                Calculated using CMSA standard
--------------------------------------------------------------------------------
            PSA                Calculated using a definition given in the PSA
--------------------------------------------------------------------------------
            U/W                Calculated using the underwriting method
--------------------------------------------------------------------------------




<PAGE>

                                    EXHIBIT M

                        FORM OF CMSA PROPERTY FILE REPORT

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
   SPECIFICATION                                                   DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
<S>                                <C>
Acceptable Media Types             Magnetic Tape, Diskette, Electronic
------------------------------------------------------------------------------------------------------------------------
Character Set                      ASCII
------------------------------------------------------------------------------------------------------------------------
Field Delineation                  Comma
------------------------------------------------------------------------------------------------------------------------
Density (Bytes-Per-Inch)           1600 or
------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Label                None
------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Blocking Factor      10285 (17 records per
------------------------------------------------------------------------------------------------------------------------
Physical Media Label               Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch);
                                   Blocking Factor; Record Length
------------------------------------------------------------------------------------------------------------------------
Return Address Label               Required for return of physical media (magnetic tape or
------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                       FIELD                          FORMAT
                               FIELD NAME              NUMBER         TYPE            EXAMPLE
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>           <C>
Transaction Id                                           1             AN            XXX97001
----------------------------------------------------------------------------------------------------
Loan ID                                                  2             AN            XXX9701A
----------------------------------------------------------------------------------------------------
Prospectus Loan ID                                       3             AN               123
----------------------------------------------------------------------------------------------------
Property ID                                              4             AN            1001-001
----------------------------------------------------------------------------------------------------
Distribution Date                                        5             AN            YYYYMMDD
----------------------------------------------------------------------------------------------------
Cross-Collateralized Loan Grouping                       6             AN              Text


----------------------------------------------------------------------------------------------------
Property Name                                            7             AN              Text
----------------------------------------------------------------------------------------------------
Property Address                                         8             AN              Text
----------------------------------------------------------------------------------------------------
Property City                                            9             AN              Text
----------------------------------------------------------------------------------------------------
Property State                                           10            AN               FL
----------------------------------------------------------------------------------------------------
Property Zip Code                                        11            AN              30303
----------------------------------------------------------------------------------------------------
Property County                                          12            AN              Text
----------------------------------------------------------------------------------------------------
Property Type Code                                       13            AN               MF
----------------------------------------------------------------------------------------------------
Year Built                                               14            AN              YYYY
----------------------------------------------------------------------------------------------------
Year Last Renovated                                      15            AN              YYYY
----------------------------------------------------------------------------------------------------
Net Square Feet At Contribution                          16         Numeric            25000
----------------------------------------------------------------------------------------------------
# Of Units/Beds/Rooms At Contribution                    17         Numeric             75
----------------------------------------------------------------------------------------------------
Property Status                                          18            AN                1
----------------------------------------------------------------------------------------------------
Allocated Percentage of Loan at Contribution             19         Numeric            0.75
----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                             LOAN FIELD
                                 DESCRIPTION/COMMENTS                                         REFERENCE
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
Unique Issue Identification Mnemonic                                                           S1, L1
-------------------------------------------------------------------------------------------------------------
Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool                         S3, L3
-------------------------------------------------------------------------------------------------------------
Unique Identification Number Assigned To Each Collateral Item In The Prospectus                S4, L4
-------------------------------------------------------------------------------------------------------------
Should contain Prospectus ID and property identifier, e.g., 1001-001, 1000-002
-------------------------------------------------------------------------------------------------------------
Date Payments  Made To Certificateholders                                                        L5
-------------------------------------------------------------------------------------------------------------
All Loans With The Same Value Are Crossed, For example: "X02-1" would be
populated in this field for all related loans, "X02-2" would be populated
for the next group of related loans.                                                             S75
-------------------------------------------------------------------------------------------------------------
                                                                                                 S55
-------------------------------------------------------------------------------------------------------------
                                                                                                 S56
-------------------------------------------------------------------------------------------------------------
                                                                                                 S57
-------------------------------------------------------------------------------------------------------------
                                                                                                 S58
-------------------------------------------------------------------------------------------------------------
                                                                                                 S59
-------------------------------------------------------------------------------------------------------------
                                                                                                 S60
-------------------------------------------------------------------------------------------------------------
                                                                                                 S61
-------------------------------------------------------------------------------------------------------------
                                                                                                 S64
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
RT, IN, WH, OF, MU, OT                                                                           S62
-------------------------------------------------------------------------------------------------------------
MF, MH, LO,MU, HC, SS                                                                            S63
-------------------------------------------------------------------------------------------------------------
1=FCL, 2=REO, 3=Defeased, 4=Partial Release, 5= Released, 6= Same as at Contribution
-------------------------------------------------------------------------------------------------------------
Issuer to allocate loan % attributable to property for multi-property loans
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                     Page 1
<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "P"
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                 FIELD                          FORMAT
                               FIELD NAME                        NUMBER         TYPE            EXAMPLE
--------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>               <C>
Current Allocated Percentage                                       20         Numeric            0.75
--------------------------------------------------------------------------------------------------------------
Current Allocated Ending Scheduled Loan Amount                     21         Numeric         5900900.00
--------------------------------------------------------------------------------------------------------------
Ground Lease (Y/S/N)                                               22            AN                N
--------------------------------------------------------------------------------------------------------------
Total Reserve Balance                                              23         Numeric          25000.00

--------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Date                                         24            AN            YYYYMMDD
--------------------------------------------------------------------------------------------------------------
Most Recent Appraisal Value                                        25         Numeric         1000000.00
--------------------------------------------------------------------------------------------------------------
Date Asset Expected to Be Resolved or Foreclosed                   26            AN            YYYYMMDD

--------------------------------------------------------------------------------------------------------------
Foreclosure Date                                                   27            AN            YYYYMMDD
--------------------------------------------------------------------------------------------------------------
REO Date                                                           28            AN            YYYYMMDD
--------------------------------------------------------------------------------------------------------------
Most Recent Physical Occupancy                                     29         Numeric            0.75
--------------------------------------------------------------------------------------------------------------
Occupancy As of Date                                               30            AN            YYYYMMDD
--------------------------------------------------------------------------------------------------------------
Date Lease Rollover Review                                         31            AN            YYYYMMDD
--------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 1-12 months                                    32         Numeric             0.2
--------------------------------------------------------------------------------------------------------------
% Sq. Feet  expiring 13-24 months                                  33         Numeric             0.2
--------------------------------------------------------------------------------------------------------------
% Sq. Feet expiring 25-36 months                                   34         Numeric             0.2
--------------------------------------------------------------------------------------------------------------
% Sq. Feet  expiring 37-48 months                                  35         Numeric             0.2
--------------------------------------------------------------------------------------------------------------
% Sq. Feet  expiring 49-60 months                                  36         Numeric             0.2
--------------------------------------------------------------------------------------------------------------
Largest Tenant                                                     37            AN              Text
--------------------------------------------------------------------------------------------------------------
Square Feet of Largest Tenant                                      38         Numeric            15000
--------------------------------------------------------------------------------------------------------------
2nd Largest Tenant                                                 39            AN              Text
--------------------------------------------------------------------------------------------------------------
Square Feet of 2nd Largest Tenant                                  40         Numeric            15000
--------------------------------------------------------------------------------------------------------------
3rd Largest Tenant                                                 41            AN              Text
--------------------------------------------------------------------------------------------------------------
Square Feet of 3rd Largest Tenant                                  42         Numeric            15000
--------------------------------------------------------------------------------------------------------------
Fiscal Year End Month                                              43         Numeric             MM
--------------------------------------------------------------------------------------------------------------
Contribution Financials As Of Date                                 44            AN            YYYYMMDD
--------------------------------------------------------------------------------------------------------------
Revenue At Contribution                                            45         Numeric         1000000.00
--------------------------------------------------------------------------------------------------------------
Operating Expenses At Contribution                                 46         Numeric         1000000.00
--------------------------------------------------------------------------------------------------------------
NOI At Contribution                                                47         Numeric         1000000.00
--------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                             LOAN FIELD
                                 DESCRIPTION/COMMENTS                                         REFERENCE
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>
Maintained by servicer. If not supplied in by Issuer or Underwriter, use Underwritting
-------------------------------------------------------------------------------------------------------------
Calculation based on Current Allocated Percentage and Current Ending Scheduled                   L7
-------------------------------------------------------------------------------------------------------------
Either Y=Yes, S=Subordinate, N= No ground lease                                                  S74
-------------------------------------------------------------------------------------------------------------
For Maintenance, Repairs, & Environmental. (Excludes Tax & Insurance Escrows).  An               S77
amount should be printed if the value in Setup File field 77 is "Y"
-------------------------------------------------------------------------------------------------------------
                                                                                                 L74
-------------------------------------------------------------------------------------------------------------
                                                                                                 L75
-------------------------------------------------------------------------------------------------------------
Could be different dates for different properties. If in Foreclosure - Expected Date             L79
of Foreclosure and if REO - Expected Sale Date.
-------------------------------------------------------------------------------------------------------------
                                                                                                 L42
-------------------------------------------------------------------------------------------------------------
                                                                                                 L43
-------------------------------------------------------------------------------------------------------------
                                                                                                 L71
-------------------------------------------------------------------------------------------------------------
Typically should be the effective date of the Rent Roll
-------------------------------------------------------------------------------------------------------------
Roll over review to be completed every 12 months
-------------------------------------------------------------------------------------------------------------
Apply to Property Types - RT, IN, WH, OF, MU, OT                                                 S62
-------------------------------------------------------------------------------------------------------------
Apply to Property Types - RT, IN, WH, OF, MU, OT                                                 S62
-------------------------------------------------------------------------------------------------------------
Apply to Property Types - RT, IN, WH, OF, MU, OT                                                 S62
-------------------------------------------------------------------------------------------------------------
Apply to Property Types - RT, IN, WH, OF, MU, OT                                                 S62
-------------------------------------------------------------------------------------------------------------
Apply to Property Types - RT, IN, WH, OF, MU, OT                                                 S62
-------------------------------------------------------------------------------------------------------------
For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
Needed to indicate month ending for borrower's Fiscal Year.  For example: "12"
-------------------------------------------------------------------------------------------------------------
                                                                                                 S72
-------------------------------------------------------------------------------------------------------------
Should match the prospectus if available. At the Property Level                                  S70
-------------------------------------------------------------------------------------------------------------
Should match the prospectus if available. At the Property Level                                  S71
-------------------------------------------------------------------------------------------------------------
Should match the prospectus if available. At the Property Level                                  S65
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                     Page 2

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "P"
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                         FIELD                          FORMAT
                               FIELD NAME                NUMBER         TYPE            EXAMPLE
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
<S>                                                        <C>        <C>             <C>
DSCR (NOI) At Contribution                                 48         Numeric             1.5
-------------------------------------------------------------------------------------------------------
Appraisal Value At Contribution                            49         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Appraisal Date At Contribution                             50            AN            YYYYMMDD
-------------------------------------------------------------------------------------------------------
Physical Occupancy At Contribution                         51         Numeric             0.9
-------------------------------------------------------------------------------------------------------
Date of Last Inspection                                    52            AN            YYYYMMDD
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Financial As of Date                 53            AN            YYYYMMDD
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Revenue                              54         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Operating Expenses                   55         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Year NOI                                  56         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Yr Debt Service Amount                    57         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NOI)                           58         Numeric             1.3
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Physical Occupancy                   59         Numeric             0.9
-------------------------------------------------------------------------------------------------------
Second Preceding FY Financial As of Date                   60            AN            YYYYMMDD
-------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Revenue                       61         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Second Preceding FY Operating Expenses                     62         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year NOI                           63         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Second Preceding FY Debt Service Amount                    64         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NOI)                    65         Numeric             1.3
-------------------------------------------------------------------------------------------------------
Second Preceding FY Physical Occupancy                     66         Numeric             0.9
-------------------------------------------------------------------------------------------------------
Property Contribution Date                                 67            AN            YYYYMMDD
-------------------------------------------------------------------------------------------------------
Most Recent Revenue                                        68         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Most Recent Operating Expenses                             69         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Most Recent NOI                                            70         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Most Recent Debt Service Amount                            71         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
Most Recent DSCR (NOI)                                     72         Numeric            2.55
-------------------------------------------------------------------------------------------------------
Most Recent Financial As of Start Date                     73            AN            YYYYMMDD
-------------------------------------------------------------------------------------------------------
Most Recent Financial As of End Date                       74            AN            YYYYMMDD
-------------------------------------------------------------------------------------------------------
Most Recent Financial Indicator                            75            AN             T or Y
-------------------------------------------------------------------------------------------------------
NCF At Contribution                                        76         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
DSCR (NCF) At Contribution                                 77         Numeric             1.5
-------------------------------------------------------------------------------------------------------
Preceding Fiscal Year NCF                                  78         Numeric         1000000.00
-------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                             LOAN FIELD
                                 DESCRIPTION/COMMENTS                                         REFERENCE
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>
Should match the prospectus if available.                                                        S66
-------------------------------------------------------------------------------------------------------------
                                                                                                 S67
-------------------------------------------------------------------------------------------------------------
                                                                                                 S68
-------------------------------------------------------------------------------------------------------------
                                                                                                 S69
-------------------------------------------------------------------------------------------------------------
Date of last physical site inspection
-------------------------------------------------------------------------------------------------------------
                                                                                                 L58
-------------------------------------------------------------------------------------------------------------
                                                                                                 L52
-------------------------------------------------------------------------------------------------------------
                                                                                                 L53
-------------------------------------------------------------------------------------------------------------
                                                                                                 L54
-------------------------------------------------------------------------------------------------------------
Calculate using P20(percentage) to get the allocated amount for each property                    L55
-------------------------------------------------------------------------------------------------------------
Uses the property NOI and the allocated debt service amount                                      L56
-------------------------------------------------------------------------------------------------------------
                                                                                                 L57
-------------------------------------------------------------------------------------------------------------
                                                                                                 L65
-------------------------------------------------------------------------------------------------------------
                                                                                                 L59
-------------------------------------------------------------------------------------------------------------
                                                                                                 L60
-------------------------------------------------------------------------------------------------------------
                                                                                                 L61
-------------------------------------------------------------------------------------------------------------
Calculate using P20(percentage) to get the allocated amount for each property                    L62
-------------------------------------------------------------------------------------------------------------
Uses the property NOI and the allocated debt service amount                                      L63
-------------------------------------------------------------------------------------------------------------
                                                                                                 L64
-------------------------------------------------------------------------------------------------------------
Date Property was contributed                                                                    L85
-------------------------------------------------------------------------------------------------------------
Most Recent Revenue                                                                              L66
-------------------------------------------------------------------------------------------------------------
Most Recent Operating Expenses                                                                   L67
-------------------------------------------------------------------------------------------------------------
Most Recent Net Operating Income                                                                 L68
-------------------------------------------------------------------------------------------------------------
Calculate using P20(percentage) to get the allocated amount for each property                    L69
-------------------------------------------------------------------------------------------------------------
Uses the property NOI and the allocated debt service amount                                      L70
-------------------------------------------------------------------------------------------------------------
Start date used to calculate Most Recent information either YTD or trailing 12 months            L72
-------------------------------------------------------------------------------------------------------------
End date used to calculate Most Recent information either YTD or trailing 12 months              L73
-------------------------------------------------------------------------------------------------------------
T= Trailing 12 months Y = Year to Date                                                           L82
-------------------------------------------------------------------------------------------------------------
Net Cash Flow At Contribution.   Should match the prospectus if available.                       S83
-------------------------------------------------------------------------------------------------------------
DSCR At Contribution using NCF to calculate.   Should match the prospectus if                    S84
-------------------------------------------------------------------------------------------------------------
Preceding Fiscal Year Net Cash Flow related to Financial As of Date P53.                         L92
-------------------------------------------------------------------------------------------------------------
</TABLE>


                                     Page 3

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "P"
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                               FIELD                          FORMAT
                               FIELD NAME                                      NUMBER         TYPE            EXAMPLE
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>               <C>
Preceding Fiscal Year DSCR (NCF)                                                 79         Numeric            2.55

--------------------------------------------------------------------------------------------------------------------------
Second Preceding FY NCF                                                          80         Numeric         1000000.00
--------------------------------------------------------------------------------------------------------------------------
Second Preceding FY DSCR (NCF)                                                   81         Numeric            2.55

--------------------------------------------------------------------------------------------------------------------------
Most Recent NCF                                                                  82         Numeric         1000000.00
--------------------------------------------------------------------------------------------------------------------------
Most Recent DSCR (NCF)                                                           83         Numeric            2.55

--------------------------------------------------------------------------------------------------------------------------
NOI/NCF Indicator                                                                84            AN              Text
--------------------------------------------------------------------------------------------------------------------------
Deferred Maintenance Flag                                                        85            AN                N
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                             LOAN FIELD
                                 DESCRIPTION/COMMENTS                                         REFERENCE
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>
Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to Financial As of             L93
Date P53.
-------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Net Cash Flow related to Financial As of Date P60.                  L94
-------------------------------------------------------------------------------------------------------------
Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash Flow related
to Financial As of Date P60.                                                                     L95
-------------------------------------------------------------------------------------------------------------
Most Recent Net Cash Flow related to Financial As of Date P74.                                   L96
-------------------------------------------------------------------------------------------------------------
Most Recent Debt Service Coverage Ratio using Net Cash Flow related to Financial As of           L97
Date P74.
-------------------------------------------------------------------------------------------------------------
Indicates how NOI or Net Cash Flow was calculated should be the same for each                    L90
-------------------------------------------------------------------------------------------------------------
Either Y=Yes or N= No, Deferred Maintenance
-------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------
             PROPERTY TYPES CODE                                       NOI/NCF INDICATOR
                   LEGEND                                                   LEGEND
------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                         <C>           <C>
  MF                Multifamily                 CMSA          Calculated using CMSA standard
------------------------------------------------------------------------------------------------------------------------
  RT                Retail                       PSA          Calculated using a definition given in the PSA
------------------------------------------------------------------------------------------------------------------------
  HC                Health Care                  U/W          Calculated using the underwriting method
------------------------------------------------------------------------------------------------------------------------
  IN                Industrial
------------------------------------------------------------------------------------------------------------------------
  WH                Warehouse
------------------------------------------------------------------------------------------------------------------------
  MH                Mobile Home Park
------------------------------------------------------------------------------------------------------------------------
  OF                Office
------------------------------------------------------------------------------------------------------------------------
  MU                Mixed Use
------------------------------------------------------------------------------------------------------------------------
  LO                Lodging
------------------------------------------------------------------------------------------------------------------------
  SS                Self Storage
------------------------------------------------------------------------------------------------------------------------
  OT                Other
------------------------------------------------------------------------------------------------------------------------
  SE                Securities
------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     Page 4



<PAGE>


                                    EXHIBIT N

                           FORM OF CMSA FINANCIAL FILE

<PAGE>

                                  ATTACHMENT A:
                   CMSA FINANCIAL FILE - CATEGORY CODE MATRIX
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                       PROPERTY TYPE
------------------------------------------------------------------------------------------------------------------------------------
                      CODE/                                                                MULTI-        HEALTH
                   SORT ORDER                  DESCRIPTION                 COMMERCIAL      FAMILY         CARE         LODGING
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>            <C>                                      <C>             <C>           <C>           <C>

------------------------------------------------------------------------------------------------------------------------------------
      INCOME
                   -----------------------------------------------------------------------------------------------------------------
                   010GROSRNT     Gross Potential Rent                          o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   020VACANCY     Less: Vacancy/Collection Loss                 o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   030BASERNT     Base Rent                                     o             o
                   -----------------------------------------------------------------------------------------------------------------
                   040EXPREMB     Expense Reimbursement                         o
                   -----------------------------------------------------------------------------------------------------------------
                   050PCTRENT     Percentage Rent                               o
                   -----------------------------------------------------------------------------------------------------------------
                   060ROOMREV     Room Revenue                                                                            o
                   -----------------------------------------------------------------------------------------------------------------
                   070FOODBEV     Food & Beverage Revenues                                                                o
                   -----------------------------------------------------------------------------------------------------------------
                   080PHONE       Telephone Revenue                                                                       o
                   -----------------------------------------------------------------------------------------------------------------
                   090OTHDREV     Other Departmental Revenue                                                              o
                   -----------------------------------------------------------------------------------------------------------------
                   100PVTPAY      Private Pay                                                               o
                   -----------------------------------------------------------------------------------------------------------------
                   110MEDCARE     Medicare/Medicaid                                                         o
                   -----------------------------------------------------------------------------------------------------------------
                   120NURSING     Nursing/Medical Income                                                    o
                   -----------------------------------------------------------------------------------------------------------------
                   130MEALS       Meals Income                                                              o
                   -----------------------------------------------------------------------------------------------------------------
                   140LAUNDRY     Laundry/Vending Income                                      o
                   -----------------------------------------------------------------------------------------------------------------
                   150PARKING     Parking Income                                o             o
                   -----------------------------------------------------------------------------------------------------------------
                   160OTHERIN     Other Income                                  o             o             o             o
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
EXPENSES           270ROOMS       Room (Department)                                                                       o
                   -----------------------------------------------------------------------------------------------------------------
                   280FOODBEV     Food & Beverage (Departmental)                                                          o
                   -----------------------------------------------------------------------------------------------------------------
                   290PHONE       Telephone Expenses (Departmental)                                                       o
                   -----------------------------------------------------------------------------------------------------------------
                   300OTHDEPT     Other Dept. Expenses                                                                    o
                   -----------------------------------------------------------------------------------------------------------------
                   310RETAXES     Real Estate Taxes                             o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   320PROPINS     Property Insurance                            o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   330UTILITI     Utilities                                     o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   340REPAIRS     Repairs and Maintenance                       o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   350JANITOR     Janitorial                                    o
                   -----------------------------------------------------------------------------------------------------------------
                   360FRANCHI     Franchise Fee                                                                           o
                   -----------------------------------------------------------------------------------------------------------------
                   370MANAGEM     Management Fees                               o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   380PAYROLL     Payroll & Benefits                            o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   390MARKETI     Advertising & Marketing                       o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   400PROFESS     Professional Fees                             o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   410GENERAL     General and Administrative                    o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   420ROOMS       Room Expense - Housekeeping                                               o
                   -----------------------------------------------------------------------------------------------------------------
                   430MEALS       Meal expense                                                              o
                   -----------------------------------------------------------------------------------------------------------------
                   440OTHEREX     Other Expenses                                o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   450GROUNDR     Ground Rent                                   o             o             o             o
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
RESRV & CAPEX      490LEASING     Leasing Commissions                           o
                   -----------------------------------------------------------------------------------------------------------------
                   500TENANTI     Tenant Improvements                           o
                   -----------------------------------------------------------------------------------------------------------------
                   510CAPEX       Capital Expenditures                          o             o             o             o
                   -----------------------------------------------------------------------------------------------------------------
                   520EXCAPEX     Extraordinary Capital Expenditures            o             o             o             o
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
                                   DATA TYPES
--------------------------------------------------------------------------------
      YTD               Current Year - Year to Date
      AN                Annual (prior 12 months' data...fiscal year - audited)
      TR                Trailing 12 months' data
      UB                Underwriting Base Line
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                STATEMENT TYPES
--------------------------------------------------------------------------------
      BOR               Borrower's Statement (as submitted)
      ADJ               Adjustments to Borrower's Statement
      NOR               Normalized Statement (to CMSA format)
--------------------------------------------------------------------------------


<PAGE>

                                  ATTACHMENT B:
                       CMSA FINANCIAL FILE SPECIFICATIONS
--------------------------------------------------------------------------------
          RECORD LAYOUT
--------------------------------------------------------------------------------
Fields: Trans ID       From CMSA Loan Setup File, Field #1
        Loan #         From CMSA Property File, Field #2
        Property ID    From CMSA Property File, Field #4, Example:  1001-001
        YYYYMM         Financial Statement Beginning Date
        YYYYMM         Financial Statement Ending Date
        Data Type      See attached values
        Stmt Type      See attached values
        Category Code  See attached values
        Amount         Example: 999999.99  Enter positive values except for
                       adjustments, contra accounts or other negative numbers.
--------------------------------------------------------------------------------
Key:    Trans ID
        Loan #
        Property ID    CMSA Property File, P4
        YYYYMM         Financial Statement Ending Date
        Data Type
        Statement Type
        Category Code
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      SAMPLE ASCII PRESENTATION (PREFERRED)
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,010GROSRNT,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,020VACANCY,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,030BASERNT,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,160OTHERIN,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,310RETAXES,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,320PROPINS,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,330UTILITI,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,340REPAIRS,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,350JANITOR,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,370MANAGEM,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,380PAYROLL,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,390MARKETI,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,410GENERAL,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,440OTHEREX,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,500TENANTI,999999.99
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,510CAPEX,999999.99
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                SAMPLE SPREADSHEET PRESENTATION
-------------------------------------------------------------------------------------------------------------------------------
TRANS ID   LOAN #     PROP ID   BEGIN YYYYMM     ENDING YYYYMM  DATA TYPE STMT TYPE            CATEGORY        AMOUNT
-------------------------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>           <C>              <C>            <C>      <C>              <C>             <C>
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              010GROSRNT      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              020VACANCY      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              030BASERNT      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              160OTHERIN      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              310RETAXES      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              320PROPINS      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              330UTILITI      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              340REPAIRS      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              350JANITOR      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              370MANAGEM      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              380PAYROLL      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              390MARKETI      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              410GENERAL      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              440OTHEREX      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              500TENANTI      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-001      199901           199903         YTD      NOR              510CAPEX        999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              010GROSRNT      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              020VACANCY      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              030BASERNT      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              160OTHERIN      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              310RETAXES      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              320PROPINS      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              330UTILITI      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              340REPAIRS      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              350JANITOR      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              370MANAGEM      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              380PAYROLL      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              390MARKETI      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              410GENERAL      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              440OTHEREX      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              500TENANTI      999999.99
-------------------------------------------------------------------------------------------------------------------------------
XX97D4     12768-34   1001-002      199901           199903         YTD      NOR              510CAPEX        999999.99
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>




                                    EXHIBIT O

                          FORM OF CMSA LOAN SET-UP FILE

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     SPECIFICATION                                               DESCRIPTION/COMMENTS
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>
Acceptable Media Types            Magnetic Tape, Diskette, Electronic Transfer
------------------------------------------------------------------------------------------------------------------------------------
Character Set                     ASCII
------------------------------------------------------------------------------------------------------------------------------------
Field Delineation                 Comma
------------------------------------------------------------------------------------------------------------------------------------
Density (Bytes-Per-Inch)          1600 or 6250
------------------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Label               None (unlabeled)
------------------------------------------------------------------------------------------------------------------------------------
Magnetic Tape Blocking Factor     10285 (17 records per block)
------------------------------------------------------------------------------------------------------------------------------------
Physical Media Label              Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
                                  Record Length
------------------------------------------------------------------------------------------------------------------------------------
Return Address Label              Required for return of physical media (magnetic tape or diskette)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                          FIELD                                  FORMAT
FIELD NAME                               NUMBER          TYPE                    EXAMPLE
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>                     <C>
Transaction Id                              1             AN                    XXX97001
-------------------------------------------------------------------------------------------------
Group Id                                    2             AN                    XXX9701A
-------------------------------------------------------------------------------------------------
Loan Id                                     3             AN                 00000000012345
-------------------------------------------------------------------------------------------------
Prospectus Loan Id                          4             AN                       123
-------------------------------------------------------------------------------------------------
Original Note Amount                        5           Numeric                1000000.00
-------------------------------------------------------------------------------------------------
Original Term Of Loan                       6           Numeric                    240
-------------------------------------------------------------------------------------------------
Original Amortization Term                  7           Numeric                    360
-------------------------------------------------------------------------------------------------
Original Note Rate                          8           Numeric                   0.095
-------------------------------------------------------------------------------------------------
Original Payment Rate                       9           Numeric                   0.095
-------------------------------------------------------------------------------------------------
First Loan Payment Due Date                10             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------
Grace Days Allowed                         11           Numeric                    10
-------------------------------------------------------------------------------------------------
Interest Only (Y/N)                        12             AN                        Y
-------------------------------------------------------------------------------------------------
Balloon (Y/N)                              13             AN                        Y
-------------------------------------------------------------------------------------------------
Interest Rate Type                         14           Numeric                     1
-------------------------------------------------------------------------------------------------
Interest Accrual Method Code               15           Numeric                     1
-------------------------------------------------------------------------------------------------
Interest in Arrears (Y/N)                  16             AN                        Y
-------------------------------------------------------------------------------------------------
Payment Type Code                          17           Numeric                     1
-------------------------------------------------------------------------------------------------
Prepayment Lock-out End Date               18             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------
Yield Maintenance End Date                 19             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------
Prepayment Premium End Date                20             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------
Prepayment Terms Description               21             AN                      Text
-------------------------------------------------------------------------------------------------
ARM Index Code                             22             AN                        A
-------------------------------------------------------------------------------------------------
</TABLE>

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

                   DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Unique Issue Identification Mnemonic
--------------------------------------------------------------------------------
Unique Indentification Number Assigned To Each Loan Group Within An Issue
--------------------------------------------------------------------------------
Unique Servicer Loan Number Number Assigned To Each Collateral Item In A Pool
--------------------------------------------------------------------------------
Unique Identification Number Assigned To Each Collateral Item In The Prospectus
--------------------------------------------------------------------------------
The Mortgage Loan Balance At Inception Of The Note
--------------------------------------------------------------------------------
Original Number Of Months Until Maturity Of Loan
--------------------------------------------------------------------------------
Original Number Of Months Loan Amortized Over
--------------------------------------------------------------------------------
The Note Rate At Inception Of The Note
--------------------------------------------------------------------------------
Original Rate Payment Calculated On
--------------------------------------------------------------------------------
First Payment Date On The Mortgage Loan
--------------------------------------------------------------------------------
Number Of Days From Due Date Borrower Is Permitted To Remit Payment
--------------------------------------------------------------------------------
Y=Yes, N=No
--------------------------------------------------------------------------------
Y=Yes, N=No
--------------------------------------------------------------------------------
1=Fixed, 2=Arm, 3=Step, 9=Other
--------------------------------------------------------------------------------
1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual, 5=Actual/366, 6=Simple,
7=78's
--------------------------------------------------------------------------------
Y=Yes, N=No
--------------------------------------------------------------------------------
See Payment Type Code Legend
--------------------------------------------------------------------------------
Date After Which Loan Can Be Prepaid
--------------------------------------------------------------------------------
Date After Which Loan Can Be Prepaid Without Yield Maintenance
--------------------------------------------------------------------------------
Date After Which Loan Can Be Prepaid Without Penalty
--------------------------------------------------------------------------------
Should reflect the information in Annex A or use the format of LO(36), YM(28),
7(12), O(3). If manually derived, the Cutoff Date should be the start date for
period counting.
--------------------------------------------------------------------------------
See Arm Index Code Legend
--------------------------------------------------------------------------------


                                     Page 1

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                         FIELD                                  FORMAT
FIELD NAME                                                              NUMBER          TYPE                    EXAMPLE
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>          <C>                     <C>
First Rate Adjustment Date                                                23             AN                    YYYYMMDD
-----------------------------------------------------------------------------------------------------------------------------------
First Payment Adjustment Date                                             24             AN                    YYYYMMDD
-----------------------------------------------------------------------------------------------------------------------------------
ARM Margin                                                                25           Numeric                   0.025
-----------------------------------------------------------------------------------------------------------------------------------
Lifetime Rate Cap                                                         26           Numeric                   0.15
-----------------------------------------------------------------------------------------------------------------------------------
Lifetime Rate Floor                                                       27           Numeric                   0.05
-----------------------------------------------------------------------------------------------------------------------------------
Periodic Rate Increase Limit                                              28           Numeric                   0.02
-----------------------------------------------------------------------------------------------------------------------------------
Periodic Rate Decrease Limit                                              29           Numeric                   0.02
-----------------------------------------------------------------------------------------------------------------------------------
Periodic Pay Adjustment Max-%                                             30           Numeric                   0.03
-----------------------------------------------------------------------------------------------------------------------------------
Periodic Pay Adjustment Max-$                                             31           Numeric                  5000.00
-----------------------------------------------------------------------------------------------------------------------------------
Payment Frequency                                                         32           Numeric                     1
-----------------------------------------------------------------------------------------------------------------------------------
Rate Reset Frequency                                                      33           Numeric                     1
-----------------------------------------------------------------------------------------------------------------------------------
Pay Reset Frequency                                                       34           Numeric                     1
-----------------------------------------------------------------------------------------------------------------------------------
Rounding Code                                                             35           Numeric                     1
-----------------------------------------------------------------------------------------------------------------------------------
Rounding Increment                                                        36           Numeric                  0.00125
-----------------------------------------------------------------------------------------------------------------------------------
Index Look Back In Days                                                   37           Numeric                    45
-----------------------------------------------------------------------------------------------------------------------------------
Negative Amortization Allowed (Y/N)                                       38             AN                        Y
-----------------------------------------------------------------------------------------------------------------------------------
Max Neg Allowed (% Of Orig Bal)                                           39           Numeric                   0.075
-----------------------------------------------------------------------------------------------------------------------------------
Maximum Negate Allowed ($)                                                40           Numeric                 25000.00
-----------------------------------------------------------------------------------------------------------------------------------
Remaining Term At Contribution                                            41           Numeric                    240
-----------------------------------------------------------------------------------------------------------------------------------
Remaining Amort Term At Contribution                                      42           Numeric                    360
-----------------------------------------------------------------------------------------------------------------------------------
Maturity Date At Contribution                                             43             AN                    YYYYMMDD
-----------------------------------------------------------------------------------------------------------------------------------
Scheduled Principal Balance At Contribution                               44           Numeric                1000000.00
-----------------------------------------------------------------------------------------------------------------------------------
Note Rate At Contribution                                                 45           Numeric                   0.095
-----------------------------------------------------------------------------------------------------------------------------------
Servicer And Trustee Fee Rate                                             46           Numeric                  0.00025
-----------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 1                                                   47           Numeric                  0.00001
-----------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 2                                                   48           Numeric                  0.00001
-----------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 3                                                   49           Numeric                  0.00001
-----------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 4                                                   50           Numeric                  0.00001
-----------------------------------------------------------------------------------------------------------------------------------
Fee Rate / Strip Rate 5                                                   51           Numeric                  0.00001
-----------------------------------------------------------------------------------------------------------------------------------
Net Rate At Contribution                                                  52           Numeric                  0.0947
-----------------------------------------------------------------------------------------------------------------------------------
Periodic P&I Payment At Contribution                                      53           Numeric                  3000.00
-----------------------------------------------------------------------------------------------------------------------------------
# Of Properties at Contribution                                           54           Numeric                    13
-----------------------------------------------------------------------------------------------------------------------------------
Property Name                                                             55             AN                      Text
-----------------------------------------------------------------------------------------------------------------------------------
Property Address                                                          56             AN                      Text
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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

                              DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------

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

Date Note Rate Originally Changed
--------------------------------------------------------------------------------
Date Payment Originally Changed
--------------------------------------------------------------------------------
Rate Added To Index Used In The Determination Of The Gross Interest Rate
--------------------------------------------------------------------------------
Maximum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
--------------------------------------------------------------------------------
Minimum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
--------------------------------------------------------------------------------
Maximum Periodic Increase To The Note Rate Allowed Per The Loan Agreement
--------------------------------------------------------------------------------
Minimum Periodic Decrease To The Note Rate Allowed Per The Loan Agreement
--------------------------------------------------------------------------------
Max Periodic % Increase To The P&I Payment Allowed Per The Loan Agreement
--------------------------------------------------------------------------------
Max Periodic Dollar Increase To The P&I Payment Allowed Per The Loan Agreement
--------------------------------------------------------------------------------
1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
--------------------------------------------------------------------------------
1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
--------------------------------------------------------------------------------
1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
--------------------------------------------------------------------------------
Rounding Method For Sum Of Index Plus Margin (See Rounding Code Legend)
--------------------------------------------------------------------------------
Used In Conjunction With Rounding Code
--------------------------------------------------------------------------------
Use Index In Effect X Days Prior To Adjustment Date
--------------------------------------------------------------------------------
Y=Yes, N=No
--------------------------------------------------------------------------------
Max Lifetime % Increase to the Original Balance Allowed Per The Loan Agreement
--------------------------------------------------------------------------------
Max Lifetime Dollar Increase to the Original Balance Allowed Per The Loan
Agreement
--------------------------------------------------------------------------------
Remaining Number Of Months Until Maturity Of Loan At Cutoff
--------------------------------------------------------------------------------
Remaining Number Of Months Loan Amortized Over At Cutoff
--------------------------------------------------------------------------------
The Scheduled Maturity Date Of The Mortgage Loan At Contribution
--------------------------------------------------------------------------------
The Scheduled Principal Balance Of The Mortgage Loan At Contribution
--------------------------------------------------------------------------------
Cutoff Annualized Gross Interest Rate Applicable To The Calculation Of Scheduled
Interest
--------------------------------------------------------------------------------
Cutoff Annualized Fee Paid To The Servicer And Trustee
--------------------------------------------------------------------------------
Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
--------------------------------------------------------------------------------
Cutoff Annualized Interest Rate Applicable To The Calculation Of Remittance
Interest
--------------------------------------------------------------------------------
The Periodic Scheduled Principal & Interest Payment at Contribution
--------------------------------------------------------------------------------
L86 - The Number Of Properties Underlying The Mortgage Loan
--------------------------------------------------------------------------------
P7 - If Multiple properties print "Various"
--------------------------------------------------------------------------------
P8 - If Multiple properties print "Various"
--------------------------------------------------------------------------------



                                     Page 2

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                FIELD                                  FORMAT
FIELD NAME                                     NUMBER          TYPE                    EXAMPLE
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>                      <C>
Property City                                    57             AN                      Text
-----------------------------------------------------------------------------------------------------
Property State                                   58             AN                      Text
-----------------------------------------------------------------------------------------------------
Property Zip Code                                59             AN                      Text
-----------------------------------------------------------------------------------------------------
Property County                                  60             AN                      Text
-----------------------------------------------------------------------------------------------------
Property Type Code                               61             AN                       MF
-----------------------------------------------------------------------------------------------------
Net Square Feet At Contribution                  62           Numeric                   25000
-----------------------------------------------------------------------------------------------------
# Of Units/Beds/Rooms At Contribution            63           Numeric                    75
-----------------------------------------------------------------------------------------------------
Year Built                                       64             AN                      YYYY
-----------------------------------------------------------------------------------------------------
NOI At Contribution                              65           Numeric                 100000.00
-----------------------------------------------------------------------------------------------------
DSCR (NOI) At Contribution                       66           Numeric                   2.11
-----------------------------------------------------------------------------------------------------
Appraisal Value At Contribution                  67           Numeric                1000000.00
-----------------------------------------------------------------------------------------------------
Appraisal Date At Contribution                   68             AN                    YYYYMMDD
-----------------------------------------------------------------------------------------------------
Physical Occupancy At Contribution               69           Numeric                   0.88
-----------------------------------------------------------------------------------------------------
Revenue At Contribution                          70           Numeric                 100000.00
-----------------------------------------------------------------------------------------------------
Operating Expenses At Contribution               71           Numeric                 100000.00
-----------------------------------------------------------------------------------------------------
Contribution Financials As Of Date               72             AN                    YYYYMMDD
-----------------------------------------------------------------------------------------------------
Recourse (Y/N)                                   73             AN                        Y
-----------------------------------------------------------------------------------------------------
Ground Lease (Y/S/N)                             74             AN                        Y
-----------------------------------------------------------------------------------------------------
</TABLE>




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

                              DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
P9 - If Multiple properties have the same city then print the city, otherwise
print "Various". Missing information print "Incomplete"
--------------------------------------------------------------------------------
P10 - If Multiple properties have the same state then print the state, otherwise
print "XX" to represent various. Missing information print "ZZ"
--------------------------------------------------------------------------------
P11 - If Multiple properties have the same zip code then print the zip code,
otherwise print "Various". Missing information print "Incomplete"
--------------------------------------------------------------------------------
P12 - If Multiple properties have the same county then print the county,
otherwise print "Various". Missing information print "Incomplete"
--------------------------------------------------------------------------------
P13 - If Multiple properties have the same property type code then print the
property code, otherwise print "XX" to represent various. Missing information
print "ZZ"
--------------------------------------------------------------------------------
P16 - For Multiple properties, if all the same Property Type, sum the values, if
missing any leave empty
--------------------------------------------------------------------------------
P17 - For Multiple properties, if all the same Property Type, sum the values, if
missing any leave empty
--------------------------------------------------------------------------------
P14 - If Multiple properties have the same Year Built then print Year Built else
leave empty
--------------------------------------------------------------------------------
P47 - If Multiple properties sum the values, if missing any then populate using
the "DSCR Indicator Legend" rule. Should match the prospectus if available.
--------------------------------------------------------------------------------
P48 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
DSCR At Contribution using NOI. Should match the prospectus if available.
--------------------------------------------------------------------------------
P49 - If Multiple properties sum the values , if missing any then leave empty
--------------------------------------------------------------------------------
P50 - If Multiple properties and all the same then print the date, if missing
any then leave empty
--------------------------------------------------------------------------------




<PAGE>
P51 - If Multiple properties, Use weighted average by using the calculation
[Current Allocated % (Prop) * Occupancy (Oper)] for each Property, if missing
one then leave empty
--------------------------------------------------------------------------------
P45 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule. Should match the prospectus if
available.
--------------------------------------------------------------------------------
P46 - If Multiple properties then sum the value, if missing any then populate
using the "DSCR Indicator Legend" rule. Should match the prospectus if
available.
--------------------------------------------------------------------------------
P44 - If Multiple properties and all the same then print the date, if missing
any then leave empty
--------------------------------------------------------------------------------
Y=Yes, N=No
--------------------------------------------------------------------------------
Y=Yes, S=Subordinate, N= No ground lease, P22 - If Multiple properties and any
one property is "Y" or "S" print "Y"
--------------------------------------------------------------------------------


                                     Page 3

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                FIELD                                  FORMAT
FIELD NAME                                     NUMBER          TYPE                    EXAMPLE
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>                      <C>
Cross-Collateralized Loan Grouping               75             AN                      Text
-------------------------------------------------------------------------------------------------------
Collection Of Escrows (Y/N)                      76             AN                        Y
-------------------------------------------------------------------------------------------------------
Collection Of Other Reserves (Y/N)               77             AN                        Y
-------------------------------------------------------------------------------------------------------
Lien Position At Contribution                    78           Numeric                     1
-------------------------------------------------------------------------------------------------------
Hyper Amortizing Begin Date                      79             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------------
Defeasance Option Start Date                     80             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------------
Defeasance Option End Date                       81             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------------
Last Setup Change Date                           82             AN                    YYYYMMDD
-------------------------------------------------------------------------------------------------------
NCF At Contribution                              83           Numeric                 100000.00
-------------------------------------------------------------------------------------------------------
DSCR (NCF) At Contribution                       84           Numeric                   2.11
-------------------------------------------------------------------------------------------------------
DSCR Indicator at Contribution                   85             AN                      Text
-------------------------------------------------------------------------------------------------------
Loan Contributor to Securitization               86             AN                      Text
-------------------------------------------------------------------------------------------------------
Credit Tenant Lease                              87             AN                        Y
-------------------------------------------------------------------------------------------------------
</TABLE>



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

                                             DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
P6 - All Loans With The Same Value Are Crossed, For example : "X02-1" would be
populated in this field for all related loans, "X02-2" would be populated for
the next group of related loans.
--------------------------------------------------------------------------------
Y=Yes, N=No - Referring to Taxes and Insurance
--------------------------------------------------------------------------------
Y=Yes, N=No - Referring to Reserves other than Taxes and Insurance. If any
property has a value > 0 in P23, this field should be "Y"
--------------------------------------------------------------------------------
1=First, 2=Second...
--------------------------------------------------------------------------------
L81 - Date used to track Anticipated Repayment Date Loans
--------------------------------------------------------------------------------
Date loan can start defeasance
--------------------------------------------------------------------------------
Date that defeasance ends
--------------------------------------------------------------------------------
L83 - Distribution Date that the information was last changed by loan
--------------------------------------------------------------------------------
P76 - If Multiple properties sum the values, if missing any then populate using
the "DSCR Indicator Legend" rule. Net Cash Flow At Contribution. Should match
the prospectus if available.
--------------------------------------------------------------------------------
P77 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
DSCR At Contribution using NCF to calculate. Should match the prospectus if
available.
--------------------------------------------------------------------------------
Flag used to explain how the DSCR was calculated when there are multiple
properties. See DSCR Indicator Legend.
--------------------------------------------------------------------------------
Name of entity ultimately responsible for the reps and warranties of the loan
contributed
--------------------------------------------------------------------------------
L101 - Y=Yes, N=No
--------------------------------------------------------------------------------



                                     Page 4

<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

--------------------------------------------------------------------------------
                                  ROUNDING CODE
                                     LEGEND
--------------------------------------------------------------------------------
             1         Unrounded
--------------------------------------------------------------------------------
             2         Nearest Percentage Increment
--------------------------------------------------------------------------------
             3         Up To Nearest Percentage Increment
--------------------------------------------------------------------------------
             4         Down To Nearest Percentage Increment
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                               PROPERTY TYPES CODE
                                     LEGEND
--------------------------------------------------------------------------------
             MF                            Multifamily
--------------------------------------------------------------------------------
             RT                            Retail
--------------------------------------------------------------------------------
             HC                            Health Care
--------------------------------------------------------------------------------
             IN                            Industrial
--------------------------------------------------------------------------------
             WH                            Warehouse
--------------------------------------------------------------------------------
             MH                            Mobile Home Park
--------------------------------------------------------------------------------
             OF                            Office
--------------------------------------------------------------------------------
             MU                            Mixed Use
--------------------------------------------------------------------------------
             LO                            Lodging
--------------------------------------------------------------------------------
             SS                            Self Storage
--------------------------------------------------------------------------------
             OT                            Other
--------------------------------------------------------------------------------
             SE                            Securities
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 ARM INDEX CODE
                                     LEGEND
--------------------------------------------------------------------------------
         A        11 FHLB COFI (1 Month)
--------------------------------------------------------------------------------
         B        11 FHLB COFI  (6 Month)
--------------------------------------------------------------------------------
         C        1 Year CMT Weekly Average Treasury
--------------------------------------------------------------------------------
         D        3 Year CMT Weekly Average Treasury
--------------------------------------------------------------------------------
         E        5 Year CMT Weekly Average Treasury
--------------------------------------------------------------------------------
         F        Wall Street Journal Prime Rate
--------------------------------------------------------------------------------
         G        1 Month LIBOR
--------------------------------------------------------------------------------
         H        3 Month LIBOR
--------------------------------------------------------------------------------
         I        6 Month LIBOR
--------------------------------------------------------------------------------
         J        National Mortgage Index Rate
--------------------------------------------------------------------------------
                  All Others Use Short Text Description
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                PAYMENT TYPE CODE
                                     LEGEND
--------------------------------------------------------------------------------
        1         Fully Amortizing
--------------------------------------------------------------------------------
        2         Amortizing Balloon
--------------------------------------------------------------------------------
        3         Interest Only / Balloon
--------------------------------------------------------------------------------
        4         Interest Only / Amortizing
--------------------------------------------------------------------------------
        5         Interest Only / Amortizing / Balloon
--------------------------------------------------------------------------------
        6         Principal Only
--------------------------------------------------------------------------------
        7         Hyper-Amortization
--------------------------------------------------------------------------------
        9         Other
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                 DSCR INDICATOR
                                     LEGEND
--------------------------------------------------------------------------------
         P        Partial - Not all properties received financials, servicer to
                  leave empty
--------------------------------------------------------------------------------
         A        Average - Not all properties received financials, servicer
                  allocates Debt Service only to properties where financials are
                  received.
--------------------------------------------------------------------------------
         F        Full - All Statements Collected for all properties
--------------------------------------------------------------------------------
         W        Worst Case - Not all properties received financials, servicer
                  allocates 100% of Debt Service to all properties where
                  financials are received.
--------------------------------------------------------------------------------
         N        None Collected - no financials were received
--------------------------------------------------------------------------------
         C        Consolidated-All properties reported on 1 "rolled up"
                  financial from the borrower
--------------------------------------------------------------------------------

                         Page 5

<PAGE>





                                    EXHIBIT P

                   FORM OF COMPARATIVE FINANCIAL STATUS REPORT

<PAGE>

                                                                       EXHIBIT P


                    CMSA INVESTOR REPORTING PACKAGE
                  COMPARATIVE FINANCIAL STATUS REPORT
                          AS OF ____________
                        (PROPERTY LEVEL REPORT)



Operating Information Reflected As NOI ______ or NCF ______

<TABLE>
<CAPTION>

      P4          P9     P10       P52         P21          L8          P57

                                   Last       Current                Allocated
                                 Property    Allocation   Paid         Annual
    Property                    Inspection      Loan      Thru          Debt
      ID        City    State      Date        Amount     Date         Service
                                  yyymmdd
<S>          <C>      <C>      <C>          <C>          <C>        <C>

List all properties currently in deal with or without information largest to smallest loan

This report should reflect the information provided in the CMSA Property File and CMSA Loan Periodic Update File.





Total:                                        $                      $

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




      P44           P51          P45          P47 or P76          P48 or P77
                                    ORIGINAL UNDERWRITING
                                         INFORMATION

BASE YEAR


Financial
info as of          %          Total             $                    (1)
   Date             Occ       Revenue         NOI/NCF                 DSCR
 yyymmdd




       **           WA         $               $                   WA

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



      P60           P66          P61          P63 or P80          P65 or P81
                               2ND PRECEDING ANNUAL OPERATING
                                         INFORMATION

AS OF ____________                       NORMALIZED


Financial
info as of          %          Total             $                    (1)
   Date             Occ       Revenue         NOI/NCF                 DSCR
 yyymmdd




                    WA         $               $                   WA

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




















      P53           P59          P54          P56 or P78          P58 or P79
           PRECEDING ANNUAL OPERATING
                  INFORMATION

AS OF ____________                           NORMALIZED


Financial
info as of          %          Total             $                    (1)
   Date             Occ       Revenue         NOI/NCF                 DSCR
 yyymmdd




                    WA         $               $                   WA

--------------------------------------------------------------------------------
</TABLE>








<TABLE>
<CAPTION>
    P73       P74       P30       P29       P68       P70 or P82          P72 or P83       (2)
                           MOST RECENT FINANCIAL                                                NET CHANGE
                                INFORMATION
                            *NORMALIZED OR ACTUAL                                             PRECEDING & BASIS

                                                                                                    %
FS Start   FS End    Occ As of    %        Total           $                  (1)           %     Total     (1)
  Date      Date       Date      Occ      Revenue       NOI/NCF               DSCR         Occ   Revenue    DSCR
yyymmdd   yyymmdd     yyymmdd
<S>       <C>       <C>         <C>      <C>         <C>                 <C>             <C>    <C>        <C>




            WA                             $             $                  WA              WA     $         WA

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

</TABLE>

(1) DSCR should match to Operating Statement Analysis Report and is normally
    calculated using NOI or NCF/Debt Service times the allocated loan
    percentage.
(2) Net change should compare the latest year to the Base Year.
*   As required by Trust Agreements.
**  Weighted Averages should be computed and reflected if the data is relevant
    and applicable.




<PAGE>



                                    EXHIBIT Q

                            FORM OF REO STATUS REPORT


<PAGE>

                                                                       EXHIBIT Q

                         CMSA INVESTOR REPORTING PACKAGE
                               REO STATUS REPORT
                         AS OF ________________________
                            (PROPERTY LEVEL REPORT)

<TABLE>
<CAPTION>

      Operating Information Reflected As NOI ___________ OR NCF ________________

                                                                       P16
                                                                        OR
  P4             P7            P13           P9             P10        P17               L8            P21              L37

                                                                                                 (a)               (b)
                                                                                                    ALLOCATED
                                                                      SQ FT             PAID          ENDING         TOTAL P&I
PROPERTY     PROPERTY        PROPERTY                                   OR              THRU        SCHEDULED         ADVANCES
   ID          NAME            TYPE         CITY           STATE      UNITS             DATE           LOAN         OUTSTANDING
                                                                                                      AMOUNT

<S>         <C>              <C>          <C>            <C>         <C>             <C>         <C>               <C>

















REO's data reflected at the property level for relationships with more than one (1) property should use the Allocated Ending
Scheduled Loan Amount, and prorate all advances and expenses or other loan level data as appropriate.



(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int - Internal Value.

</TABLE>


<TABLE>
<CAPTION>



                                                                                       P58 or
                                                                                       P72/P79
    L39           L38                          L25          L11     P53 or P74         or P83          P24

(c)          (d)           (e)=a+b+c+d                                               (f)

                                                                                                                   APPRAISAL
   OTHER                                                                                                            BPO OR
  EXPENSE    TOTAL T & I                     CURRENT                   LTM              LTM                        INTERNAL
  ADVANCE      ADVANCE         TOTAL         MONTHLY      MATURITY   NOI/NCF            DSCR         VALUATION      VALUE
OUTSTANDING  OUTSTANDING     EXPOSURE          P&I          DATE       DATE          (NOI/NCF)         DATE         SOURCE
                                                                                                                      (1)

<S>         <C>              <C>          <C>            <C>         <C>             <C>         <C>               <C>











</TABLE>









<TABLE>
<CAPTION>





    P25                                             L99            L77          P28               P26

(g)              (h)=(.90(degree)g) - e

                                                                                                 DATE
 APPRAISAL                                         TOTAL                                        ASSET
  BPO OR             LOSS USING                  APPRAISAL                      REO            EXPECTED     COMMENTS
 INTERNAL           90% APPR. OR                 REDUCTION      TRANSFER     ACQUISITION        TO BE
   VALUE               BPO (F)                    REALIZED        DATE          DATE           RESOLVED


<S>              <C>                             <C>            <C>         <C>               <C>         <C>


























</TABLE>


<PAGE>


                                   EXHIBIT R

                       FORM OF SERVICER WATCH LIST REPORT




<PAGE>

                                                                       EXHIBIT R

                   CMSA INVESTOR REPORTING PACKAGE
                        SERVICER WATCH LIST
                          AS OF _________
                        (LOAN LEVEL REPORT)


        Operating Information Reflected As NOI ______ or NCF ______

        S4               S55             S61            S57          S58

    PROPECTUS      PROPERTY NAME      PROPERTY          CITY        STATE
     LOAN ID                            TYPE
   -----------     -------------      ----------      -------      -------




<TABLE>
<CAPTION>

                L7             L8           L11           L56/L93            L70/L97

             ENDING                                      PRECEDING             MOST
           SCHEDULED          PAID                       FISCAL YR            RECENT
             LOAN             THRU       MATURITY          DSCR                DSCR       COMMENT/ACTION TO BE TAKEN
            BALANCE           DATE         DATE           NOI/NCF             NOI/NCF
          -----------       --------     --------       -----------          ---------    --------------------------
          <S>             <C>          <C>            <C>                  <C>         <C>


List all loans on watch list in descending balance order.
Comment section should include reason and other pertinent information.
Should not include loans that are specially serviced.

WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA
MAY BE DICTATED AS PER THE PSA OR THE SERVICER'S INTERNAL POLICY.












Total:     $

</TABLE>

<PAGE>

                                    EXHIBIT S

                      FORM OF DELINQUENT LOAN STATUS REPORT

<PAGE>

                                                                       EXHIBIT S

                         CMSA INVESTOR REPORTING PACKAGE
                         DELINQUENT LOAN STATUS REPORT
                               AS OF
                              (LOAN LEVEL REPORT)



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Operating Information As NOI         or NCF
                            --------        --------
-----------------------------------------------------------------------------------------------------------------------------------


    S4             S55         S61         S57       S58     S62 or S63     L8         L7              L37             L39
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   (a)             (b)           (c)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                           Paid      Ending         Total P&I     Other Expense
   Loan          Property    Property      City     State     Sq Ft or     Thru     Scheduled       Advances         Advance
Prospectus ID      Name        Type                             Units      Date    Loan Balance    Outstanding     Outstanding
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>           <C>      <C>        <C>         <C>      <C>             <C>             <C>
LOANS IN FORECLOSURE AND NOT REO
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
FCL = Foreclosure
-----------------------------------------------------------------------------------------------------------------------------------
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         L54 or         L56 or
                                                                                                       L68/L92 or     L70/L93 or
    S4                 L38                            L25         L10         L11       L58 or L73         L96            L97
-----------------------------------------------------------------------------------------------------------------------------------
                 (d)              (e)=a+b+c+d
-----------------------------------------------------------------------------------------------------------------------------------

                    Total T&I                                   Current
   Loan             Advances         Total         Current     Interest    Maturity    LTM NOI/NCF        LTM          LTM DSCR
Prospectus ID      Outstanding      Exposure     Monthly P&I     Rate        Date         Date          NOI/NCF        (NOI/NCF)
-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>          <C>           <C>         <C>         <C>              <C>            <C>
LOANS IN FORECLOSURE AND NOT REO
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
FCL = Foreclosure
-----------------------------------------------------------------------------------------------------------------------------------
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------


    S4               L74          L75                            L99             L77             L79             L76
-----------------------------------------------------------------------------------------------------------------------------------
                                  (f)      (.90*f) - e
-----------------------------------------------------------------------------------------------------------------------------------
                              Appraisal                                                      Date Asset
                               BPO or      Loss using      Total Appraisal                  Expected to
   Loan           Valuation    Internal    90% Appr. or       Reduction       Transfer      be Resolved     Workout
Prospectus ID       Date       Value **       BPO (f)         Realized          Date       or Foreclosed   Strategy     Comments
-----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>          <C>             <C>               <C>          <C>              <C>           <C>
LOANS IN FORECLOSURE AND NOT REO
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
-----------------------------------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------------------------------
FCL = Foreclosure
-----------------------------------------------------------------------------------------------------------------------------------
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
-----------------------------------------------------------------------------------------------------------------------------------
*Workout Strategy should match the CMSA Loan Periodic Update File using abbreviated words in place of a code number such as
(FCL - In Foreclosure, MOD - Modification, DPO - Discount Payoff, NS - Note Sale, BK - Bankruptcy, PP - Payment Plan, TBD - To be
determined etc...). It is possible to combine the status codes if the loan is going in more than one direction (i.e. FCL/Mod,
BK/Mod, BK/FCL/DPO).
-----------------------------------------------------------------------------------------------------------------------------------
**BPO - Broker opinion
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                    EXHIBIT T

                   FORM OF HISTORICAL LOAN MODIFICATION REPORT


<PAGE>
                                                                       EXHIBIT T

                         CMSA INVESTOR REPORTING PACKAGE
                      HISTORICAL LOAN MODIFICATION REPORT
                              AS OF
                              (LOAN LEVEL REPORT)

<TABLE>
<CAPTION>

    S4         S57       S58        L49                         L48           L7*             L7*             L50*



                                                                            BALANCE
                                              EXTENSION                      WHEN
                                   MOD/          PER         EFFECTIVE      SENT TO      BALANCE AT THE                # MTHS
PROSPECTUS                      EXTENSION      DOCS OR        DATE OF       SPECIAL     EFFECTIVE DATE OF     OLD     FOR RATE
    ID        CITY      STATE      FLAG       SERVICER      MODIFICATION    SERVICER      MODIFICATION        RATE     CHANGE

<S>          <C>       <C>       <C>        <C>             <C>            <C>           <C>                 <C>      <C>
THIS REPORT IS HISTORICAL

Information is as of modification. Each line should not change in the future. Only new modifications should be added.








<CAPTION>

   L50*          L25*           L25*           L11*        L11*                       L47

                                                                                                 (2) EST.
                                                                                                  FUTURE
                                                                                                 INTEREST
                                                                       TOTAL #        (1)         LOSS TO
                                                                      MTHS FOR      REALIZED      TRUST $
    NEW                         NEW            OLD         NEW         CHANGE       LOSS TO        (RATE
   RATE        OLD P&I          P&I          MATURITY    MATURITY      OF MOD       TRUST $      REDUCTION)        COMMENT

<S>           <C>              <C>          <C>         <C>          <C>           <C>           <C>              <C>
THIS REPORT IS HISTORICAL

Information is as of modification. Each line should not change in the future. Only new modifications should be added.







TOTAL FOR ALL LOANS:













* The information in these columns is from a particular point in time and should not change on this report once assigned.

  Future modifications done on the same loan are additions to the report.

(1) Actual principal loss taken by bonds.

(2) Expected future loss due to a rate reduction. This is just an estimate calculated at the time of the modification.

</TABLE>


<PAGE>

                                  EXHIBIT U

                      FORM OF HISTORICAL LIQUIDATION REPORT


<PAGE>

                                                                       EXHIBIT U

                        CMSA INVESTOR REPORTING PACKAGE
                         HISTORICAL LIQUIDATION REPORT
                   (REO-SOLD, DISCOUNTED PAYOFF OR NOTE SALE)
                            AS OF _________________
                              (LOAN LEVEL REPORT)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
   S4          S55          S61      S57     S58                      L75             L29                    L45          L7

-----------------------------------------------------------------------------------------------------------------------------------
                                                      (c) = b/a       (a)                          (b)       (d)          (e)
-----------------------------------------------------------------------------------------------------------------------------------
                                                          %          LATEST
PROSPECTUS   PROPERTY    PROPERTY    CITY   STATE     RECEIVED      APPRAISAL      EFFECTIVE                NET AMT      ENDING
 LOAN ID       NAME        TYPE                         FROM        OR BROKERS      DATE OF       SALES    RECEIVED     SCHEDULE
                                                     LIQUIDATION     OPINION      LIQUIDATION     PRICE    FROM SALE    BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>         <C>        <C>     <C>     <C>            <C>           <C>             <C>      <C>          <C>


-----------------------------------------------------------------------------------------------------------------------------------
THIS REPORT IS HISTORICAL
-----------------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL ALL LOANS:
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
CURRENT MONTH ONLY:
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees charged by the Special Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
  L37            L39+L38                                   L47
  (f)              (g)           (h)      (i)=d-(f+g+h)    (k)                  (m)               (n)=k+m        (o)=n/e
-----------------------------------------------------------------------------------------------------------------------------------
                TOTAL T&I                                                                DATE OF
                AND OTHER                                            DATE                 MINOR
 TOTAL P&I       EXPENSE      SERVICING                              LOSS                  ADJ    TOTAL LOSS    LOSS % OF
  ADVANCE        ADVANCE        FEES                     REALIZED   PASSED   MINOR ADJ   PASSED      WITH       SCHEDULED
OUTSTANDING    OUTSTANDING     EXPENSE     NET PROCEEDS    LOSS      THRU    TO TRUST     THRU    ADJUSTMENT     BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>             <C>         <C>            <C>        <C>      <C>          <C>      <C>          <C>

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

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

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

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

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

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

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

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                    EXHIBIT V

                        FORM OF NOI ADJUSTMENT WORKSHEET


<PAGE>

                                                                       EXHIBIT V

                       COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>

====================================================================================================================================
<S>                                               <C>           <C>           <C>         <C>
PROPERTY OVERVIEW
PROSPECTUS ID                                                                                        Current Allocated Loan Amount %
  Current Scheduled Loan Balance/Paid to Date
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads, Beds                                              Use second box to specify sqfr., units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit. etc. (1)                                  specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

               (1) Total $ amount of Capital Reserves required annually by loan
               documents, excl. Leasing Commission and TI's
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

<S>                                   <C>                  <C>                 <C>
INCOME:                                    YYYY                                              NOTES
                                         BORROWER            ADJUSTMENT          NORMALIZED
  Statement Classification                ACTUAL
  Gross Potential Rent(2)
    Less: Vacancy Loss
                    OR
  Base Rent(2)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

EFFECTIVE GROSS INCOME
                                      (2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for
                                          Vacancy Loss

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General And Administrative
  Other Expenses                                                                             For self-storage include franchise fees
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Leasing Commissions (3)
  Tenant Improvements (3)
  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
                                      (3) Actual current yr, but normalize for annual if possible via contractual, U/W or other data

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE


DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA
                                      (i.e.. operating statements, financial statements, tax return, other)
</TABLE>















--------------------------------------------------------------------------------
NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS:


EXPENSE: COMMENTS:


CAPITAL ITEMS: COMMENTS



<PAGE>



                                    EXHIBIT W

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT


<PAGE>

                                                                       EXHIBIT W

                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                                <C>              <C>          <C>                <C>              <C>
PROPERTY OVERVIEW

  PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date                                                    Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                                 Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc.(1)                                      specify annual/per unit...
  Year of Operations                                UNDERWRITING      MM/DD/YY      MM/DD/YY         MM/DD/YY         MM/DD/YY
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

                                                   (1) Total $ amount of Capital Reserves required annually by loan documents, excl.
                                                       Leasing Commission and TI's
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
<S>                            <C>           <C>            <C>             <C>                <C>          <C>        <C>
INCOME                                                                                                      (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                     to base)  to 2nd prcdng
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING     PRECEDING YR.     TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)   BASE LINE                                  (fm NOI Adj Sheet)  AS OF / /XX  VARIANCE     VARIANCE
  Gross Potential Rent (3)
    Less: Vacancy Loss
              OR
  Base Rent (3)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

 *EFFECTIVE GROSS INCOME
                                (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
                                (3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss

<CAPTION>
<S>                            <C>           <C>             <C>              <C>                <C>            <C>       <C>
OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME


  Leasing Commissions
  Tenant Improvements
  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA

                                    (ie. operating statements, financial statements, tax return, other)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll,  always showing a 3yr sequential
history.  Comments  from the most  recent  NOI  Adjustment  Worksheet  should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either  higher or lower) must be explained  and noted for the  following:  >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS



EXPENSE: COMMENTS



CAPITAL ITEMS: COMMENTS



* Used in the CMSA Comparative  Financial Status Report/CMSA  Property File/CMSA
Loan Periodic  Update File. Note that  information  for multiple  property loans
must be  consolidated  (if  available)  for  reporting to the CMSA Loan Periodic
Update file.



<PAGE>

                                    EXHIBIT X

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT


<PAGE>
                                                                       EXHIBIT X

                   CSSA STANDARD INFORMATION PACKAGE - DRAFT
                        LOAN PAYMENT NOTIFICATION REPORT
                        as of __________________________


<TABLE>
<CAPTION>

       S4         S55            S61           S58            P7            P8         P10        P11          P93        P97

<S>           <C>           <C>           <C>          <C>                <C>         <C>       <C>       <C>        <C>
                                                                                                          PRECEDING
               SHORT NAME                                  SCHEDULED       PAID      CURRENT    MATURITY  FISCAL YR  MOST RECIENT
PROSPECTUS ID    (WHEN      PROPERTY TYPE     STATE       LOAN BALANCE     THRU   INTEREST RATE   DATE       DSCR      DSCR NCF
               APPROPRIATE)                                                DATE                              NCF



Scheduled Payments















Unscheduled Payments















Total                                                    $















</TABLE>

<TABLE>

SERVICER ESTIMATED INFORMATION

                            EXPECTED                         EXPECTED
        YIELD                PAYMENT                       DISTRIBUTION
     MAINTENANCE              DATE                             DATE

<S>                     <C>                           <C>


























































</TABLE>

THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.

<PAGE>



                                   EXHIBIT Y-1

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE

                          ACCESS FROM CERTIFICATE OWNER

                                                   [Date]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention: Asset-Backed Securities Trust Services
           Group-LB-UBS Commercial Mortgage Trust 2000-C5

      Re:  LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
           Pass-Through Certificates, Series 2000-C5

     In accordance with the provisions of the Pooling and Servicing Agreement,
dated as of December 11, 2000 (the "Pooling and Servicing Agreement"), among
Structured Asset Securities Corporation, as depositor (the "Depositor"), First
Union National Bank as master servicer, Lennar Partners Inc. as special
servicer, LaSalle Bank National Association as trustee (the "Trustee") and ABN
AMRO Bank N.V. as fiscal agent, with respect to LB-UBS Commercial Mortgage Trust
2000-C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

     1.  The undersigned is a beneficial owner of the Class _____ Certificates.

     2.  The undersigned is requesting (Please check as applicable):

     (i)  ____  the information (the "Information") identified on the schedule
                attached hereto pursuant to Section 8.14 of the Pooling and
                Servicing Agreement; or

     (ii) ____  a password pursuant to Section 4.02 of the Pooling and Servicing
                Agreement for access to information (also, the "Information")
                provided on the Trustee's Internet Website.

     3.   In consideration of the Trustee's disclosure to the undersigned of the
          Information, the undersigned will keep the Information confidential
          (except from such outside 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, be disclosed by the undersigned
          or by its officers, directors, partners, employees, agents or
          representatives (collectively, the "Representatives") in any manner
          whatsoever, in whole or in part; provided that the undersigned may
          provide all or any part of the Information to any other person or
          entity that holds or is contemplating the purchase of any Certificate
          or interest therein, but only if such person or entity confirms in
          writing such ownership interest or prospective ownership interest and
          agrees to keep it confidential.

<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
          Certificate pursuant to Section 5 of the Securities Act.


<PAGE>


     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.

                                     [BENEFICIAL HOLDER OF A CERTIFICATE]

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


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

<PAGE>


                                   EXHIBIT Y-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE

                        ACCESS FROM PROSPECTIVE INVESTOR

                                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services
            Group-LB-UBS Commercial Mortgage Trust 2000-C5

          Re:  LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2000-C5

     In accordance with the provisions of the Pooling and Servicing Agreement,
dated as of December 11, 2000 (the "Pooling and Servicing Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor"), First
Union National Bank as master servicer, Lennar Partners Inc. as special
servicer, LaSalle Bank National Association, as trustee (the "Trustee") and ABN
AMRO Bank N.V. as fiscal agent, with respect to LB-UBS Commercial Mortgage Trust
2000-C5, Commercial Mortgage Pass-Through Certificates, Series 2000-C5 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

     1.   The undersigned is contemplating an investment in the Class _____
          Certificates.

     2.   The undersigned is requesting (please check as applicable):

     (i)  ____ information (the "Information") for use in evaluating the
               possible investment described above as identified on the schedule
               attached hereto pursuant to Section 8.14 of the Pooling and
               Servicing Agreement; or

     (ii) ____ a password pursuant to Section 4.02 of the Pooling and Servicing
               Agreement for access to information (also, the "Information")
               provided on the Trustee's Internet Website.

     3.   In consideration of the Trustee's disclosure to the undersigned of the
          Information, the undersigned will keep the Information confidential
          (except from such outside person as are assisting it in making the
          investment decision described in paragraph 1 above, from its
          accountants and attorneys, and otherwise from such governmental or
          banking authorities and agencies to which the undersigned is subject),
          and such Information will not, without the prior written consent of
          the Trustee, be disclosed by the undersigned or by its officers,
          directors, partners, employees, agents or representatives
          (collectively, the "Representatives") in any manner whatsoever, in
          whole or in part.

     4.   The undersigned will not use or disclose the Information in any manner
          which could result in a violation of any provision of the Securities
          Act of 1933, as amended (the


<PAGE>

          "Securities Act"), or the Securities Exchange Act of 1934, as amended,
          or would require registration of any Certificate pursuant to Section 5
          of the Securities Act.

     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 HOLDER OF A CERTIFICATE]

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


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


<PAGE>




                                    EXHIBIT Z

                        FORM OF DEFEASANCE CERTIFICATION


<PAGE>


                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

FOR LOANS HAVING BALANCE OF (A) $5,000,000 OR LESS, OR (B) LESS THAN 1% OF
OUTSTANDING POOL BALANCE, WHICHEVER IS LESS

To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

From:    _____________________________________, in its capacity as master
         servicer (the "Master Servicer") under the Pooling and Servicing
         Agreement dated as of December 11, 2000 (the "Pooling and Servicing
         Agreement"), among Structured Asset Securities Corporation as
         Depositor, the Master Servicer, Lennar Partners, Inc. as special
         servicer, LaSalle Bank National Association as trustee (the "Trustee"),
         and ABN AMRO Bank N.V. as fiscal agent.

Date:    _________, 20___

Re:      LB-UBS Commercial Mortgage Trust 2000-C5, Commercial Mortgage Pass-
         Through Certificates Series 2000-C5

Mortgage loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names: ______________________________

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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;


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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.

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          f.   The Master Servicer received a broker or similar confirmation of
               the credit, or the accountant's letter described below contained
               statements that it reviewed a broker or similar confirmation of
               the credit, of the defeasance collateral to an Eligible Account
               (as defined in the S&P Criteria) in the name of the Defeasance
               Obligor, which account is maintained as a securities account by
               the Trustee acting as a securities intermediary.

          g.   As securities intermediary, the Trustee is obligated to make the
               scheduled payments on the Mortgage Loan from the proceeds of the
               defeasance collateral directly to the Master Servicer's
               collection account in the amounts and on the dates specified in
               the Mortgage Loan documents or, in a partial defeasance, the
               portion of such scheduled payments attributed to the allocated
               loan amount for the real property defeased, increased by any
               defeasance premium specified in the Mortgage Loan documents (the
               "Scheduled Payments").

          h.   The Master Servicer received from the Mortgagor written
               confirmation from a firm of independent certified public
               accountants, who were approved by the Master Servicer in
               accordance with the Servicing Standard, stating that (i) revenues
               from principal and interest payments made on the defeasance
               collateral (without taking into account any earnings on
               reinvestment of such revenues) will be sufficient to timely pay
               each of the Scheduled Payments after the defeasance including the
               payment in full of the Mortgage Loan (or the allocated portion
               thereof in connection with a partial defeasance) on its Maturity
               Date (or, in the case of an ARD Loan, on its Anticipated
               Repayment Date), (ii) the revenues received in any month from the
               defeasance collateral will be applied to make Scheduled Payments
               within four (4) months after the date of receipt, and (iii)
               interest income from the defeasance collateral to the Defeasance
               Obligor in any calendar or fiscal year will not exceed such
               Defeasance Obligor's interest expense for the Mortgage Loan (or
               the allocated portion thereof in a partial defeasance) for such
               year.

          i.   The Master Servicer received opinions from counsel, who were
               approved by the Master Servicer in accordance with the Servicing
               Standard, that (i) the agreements executed by the Mortgagor
               and/or the Defeasance Obligor in connection with the defeasance
               are enforceable against them in accordance with their terms, and
               (ii) the Trustee will have a perfected, first priority security
               interest in the defeasance collateral described above.

          j.   The agreements executed in connection with the defeasance (i)
               permit reinvestment of proceeds of the defeasance collateral only
               in Permitted Investments (as defined in the S&P Criteria), (ii)
               permit release of surplus defeasance collateral and earnings on
               reinvestment to the Defeasance Obligor or the Mortgagor only
               after the Mortgage Loan has been paid in full, if any such
               release is permitted, (iii) prohibit any subordinate liens
               against the defeasance


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               collateral, and (iv) provide for payment from sources other than
               the defeasance collateral or other assets of the Defeasance
               Obligor of all fees and expenses of the securities intermediary
               for administering the defeasance and the securities account and
               all fees and expenses of maintaining the existence of the
               Defeasance Obligor.

          k.   The entire unpaid principal balance of the Mortgage Loan as of
               the date of defeasance was $___________ [$5,000,000 OR LESS OR
               LESS THAN ONE PERCENT OF POOL BALANCE, WHICHEVER IS LESS] which
               is less than 1% of the aggregate unpaid principal balance of the
               Mortgage Pool as of the date of the most recent Distribution Date
               Statement received by us (the "Current Report").

          l.   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.

3.       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.

4.       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

5.       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.

6.       Agree to provide copies of all items listed in EXHIBIT B to you upon
         request.



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         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: